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As filed w ith the Securities and Exchange Commission on March 17, 2014

Registration No. 333-194079

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to

FORM S-1 REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

2U, INC. (Exact name of registrant as specified in its charter)

Delaware 7372 26-2335939(State or other jurisdiction of

incorporation ororganization)

(Primary Standard Industrial Classification Code Number)

(I.R.S. Employer Identification Number)

8201 Corporate Drive, Suite 900 Landover, MD 20785

(301) 892-4350

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Christopher J. Paucek Chief Executive Officer

2U, Inc. 8201 Corporate Drive, Suite 900

Landover, MD 20785 (301) 892-4350

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Brent B. Siler Darren K. DeStefano

Brian F. Leaf Cooley LLP

11951 Freedom Drive Reston, VA 20190-5656

Telephone: (703) 456-8000 Fax: (703) 456-8100

Todd J. Glassman General Counsel

2U, Inc. 8201 Corporate Drive, Suite 900

Landover, MD 20785 Telephone: (301) 892-4350

Fax: (202) 478-1660

William J. Schnoor Michael J. Minahan

Gregg L. Katz Goodwin Procter LLP

Exchange Place Boston, MA 02109

Telephone: (617) 570-1000 Fax: (617) 523-1231

Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this registrationstatement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Actof 1933 check the follow ing box. o

If this Form is f iled to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the follow ing box and list theSecurities Act registration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment f iled pursuant to Rule 462(c) under the Securities Act, check the follow ing box and list the Securities Actregistration statement number of the earlier effective registration statement for the same offering. o

If this Form is a post-effective amendment f iled pursuant to Rule 462(d) under the Securities Act, check the follow ing box and list the Securities Actregistration number of the earlier effective registration statement for the same offering. o

CALCULATION OF REGISTRATION FEE

Title of Securities being Registered Amount to be Registered(1)

Proposed Maximum Offering Price

Per Share

Proposed Maximum Aggregate

Offering Price(2)

Amount of Registration

Fee(3)

Common Stock, $0.001 par value pershare 10,551,250 $13.00 $137,166,250 $17,668

(1) Estimated pursuant to Rule 457(a) under the Securities Act of 1933, as amended. Includes offering price of shares that the underw riters have the optionto purchase.

(2) Estimated solely for purposes of computing the amount of the registration fee.

(3) The Registrant previously paid $12,880 in connection w ith the original f iling of this Registration Statement on February 21, 2014.

Indicate by check mark w hether the registrant is a large accelerated f iler, an accelerated f iler, a non-accelerated f iler, or a smaller reporting company.See the definitions of "large accelerated f iler", "accelerated f iler" and "smaller reporting company" in Rule 12b-2 under the Securities Exchange Act of 1934.(Check one):

The registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective dateuntil the registrant shall file a further amendment that specifically states that this Registration Statement shall thereafter become effectivein accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on suchdate as the Commission, acting pursuant to said Section 8(a), may determine.

Large Accelerated Filer o Accelerated Filer o Non-accelerated Filer ý (Do not check if a

smaller reporting company)

Smaller Reporting Company o

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The information in this preliminary prospectus is not complete and may be changed. These securities may not be solduntil the registration statement filed with the Securities and Exchange Commission is effective. This preliminaryprospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or saleis not permitted.

Subject to Completion. Dated March 17, 2014

9,175,000 Shares

Common Stock

This is an initial public offering of shares of common stock of 2U, Inc. 8,000,000 shares of common stock are being sold by usand 1,175,000 shares of common stock are being sold by the selling stockholders identified in this prospectus. We will not receiveany of the proceeds from the sale of the shares being sold by the selling stockholders.

Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial publicoffering price per share will be between $11.00 and $13.00. We have applied to list our common stock on the NASDAQ Global Marketunder the symbol "TWOU".

We are an "emerging growth company" as that term is used in the Jumpstart Our Business Startups Act of 2012 and, as such,have elected to comply with certain reduced public company reporting requirements.

See "Risk Factors" beginning on page 14 to read about factors you should consider before buying shares of our commonstock.

Neither the Securities and Exchange Commission nor any other regulatory body has approved or disapproved ofthese securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is acriminal offense.

To the extent that the underwriters sell more than 9,175,000 shares of common stock, we and the selling stockholders havegranted the underwriters an option to purchase up to an additional 1,376,250 shares at the initial public offering price less theunderwriting discount.

The underwriters expect to deliver the shares against payment in New York, New York on , 2014.

Per Share Total Initial public offering price $ $ Underwriting discount(1) $ $ Proceeds, before expenses, to 2U, Inc. $ $ Proceeds, before expenses, to selling stockholders $ $

(1) The underwriters will receive compensation in addition to the underwriting discount. See "Underwriting" beginningon page 141 of this prospectus for a description of the compensation paid to the underwriters.

Goldman, Sachs & Co. Credit Suisse

Prospectus dated , 2014

Needham & Company Oppenheimer & Co. Pacific Crest Securities

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We have not, and the selling stockholders have not, authorized anyone to provide any information or to make anyrepresentations other than those contained in this prospectus or in any free writing prospectuses we have prepared. We and theselling stockholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that othersmay give you. This prospectus is an offer to sell only the shares offered hereby, but only under circumstances and in jurisdictionswhere it is lawful to do so. The information contained in this prospectus is current only as of its date.

For investors outside the United States: We have not, the selling stockholders have not and the underwriters have not doneanything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purposeis required, other than in the United States. Persons who come into possession of this prospectus and any applicable free writingprospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restrictions as to thisoffering and the distribution of this prospectus and any such free writing prospectus applicable to that jurisdiction.

Page Prospectus Summary 1

Risk Factors

14

Special Note Regarding Forward-Looking Statements

40

Use of Proceeds

41

Dividend Policy

41

Capitalization

42

Dilution

45

Selected Consolidated Financial Data

48

Management's Discussion and Analysis of Financial Condition and Results of Operations

50

Business

83

Management

101

Executive Compensation

109

Certain Relationships and Related Party Transactions

121

Principal and Selling Stockholders

126

Description of Capital Stock

129

Shares Eligible for Future Sale

134

Material U.S. Federal Income Tax Consequences to Non-U.S. Holders

137

Underwriting

141

Legal Matters

146

Experts

146

Where You Can Find Additional Information

146

Index to Consolidated Financial Statements

F-1

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PROSPECTUS SUMMARY

This summary highlights information contained elsewhere in this prospectus and does not contain all of the information that youshould consider in mak ing your investment decision. Before investing in our common stock , you should carefully read this entireprospectus, especially our consolidated financial statements and the related notes thereto and the information set forth under thesections "Risk Factors" and "Management's Discussion and Analysis of Financial Condition and Results of Operations," in each caseincluded in this prospectus. Unless the context otherwise requires, we use the terms "2U", "company", "we", "us" and "our" in thisprospectus to refer to 2U, Inc. and, where appropriate, our consolidated subsidiary.

Our Mission

2U enables great colleges and universities to bring their programs online, allowing them to transform the way higher educationis delivered. We believe that our cloud-based software-as-a-service platform allows our clients to reach students globally, enabling theeducation they provide to reach its highest potential so students can reach theirs.

Company Overview

We are a leading provider of cloud-based software-as-a-service solutions that enable leading nonprofit colleges and universitiesto deliver their high quality education to qualified students anywhere. Our innovative online learning platform and bundled technology-enabled services provide the comprehensive operating infrastructure colleges and universities need to attract, enroll, educate, supportand graduate their students. By leveraging our solutions, we believe our clients are able to expand their addressable markets whileproviding educational engagement, experiences and outcomes to their online students that match or exceed those of their on-campusofferings.

Our clients deploy our platform to offer high quality educational content, instructor-led classes averaging ten students persession in a live, intimate and engaging setting, and a rich social networking experience, all accessible through proprietary web-basedand mobile applications. This technology challenges every student to learn from the front row and every faculty member to engagestudents in new and innovative ways. We believe that our platform is flexible, easy to use, highly scalable and characterized by a highlevel of availability and security. Full course equivalent enrollments in our clients' programs grew from 14,099 during the twelve monthsended December 31, 2011 to 31,338 during the twelve months ended December 31, 2013, representing a compound annual growthrate of 49%. We measure full course equivalent enrollments in our clients' programs by determining, for each of the courses offeredduring a particular period, the number of students enrolled in that course multiplied by the percentage of the course completed duringthat period. Any individual student may be enrolled in more than one course during a period. From our inception through December 31,2013, a total of 8,540 unique individuals have enrolled as students in our clients' programs, and 82% of students who have ever enteredthese programs either have graduated or remain enrolled. By the time the last of these individuals graduate or leave our clients'programs, we estimate that they will have generated more than $475 million in total program tuition and fees for our clients.

Our clients are leading nonprofit colleges and universities, and eight of our nine clients with whom we have contracted to offer2U-enabled graduate programs were ranked by U.S. News and World Report among the top 75 undergraduate institutions in its 2014National University Rankings. Our clients use our platform to offer full graduate degree programs online. Currently, eight well-recognized nonprofit colleges and universities offer graduate degrees through our platform, including the University of SouthernCalifornia, Georgetown University, the University of North Carolina at Chapel Hill and the University of California, Berkeley, and we havecontracted with a ninth university to enable a new graduate degree program that we expect to launch in 2015. We

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believe we have additional opportunities to extend our reach into the international, undergraduate and doctoral higher educationmarkets.

We believe that by delivering high quality degree programs and courses online using our platform, our clients can improveeducational outcomes and career opportunities for a larger number of students and, by doing so, broaden the global reach of theirbrands while maintaining their academic rigor and admissions standards. By deploying our platform, clients give their students, whoreceive the same degree or credit as their on-campus counterparts and generally pay equivalent tuition, the option of pursuing theireducations without potentially incurring the burden of moving, leaving existing employment or giving up family and community supportnetworks. This can substantially reduce the total cost of obtaining a degree and lower a student's total debt burden. It can also allowstudents for whom relocating is not an option to obtain a higher quality education than they might be able to access in their localcommunities.

We provide a suite of technology-enabled services, bundled with our platform, that are designed to promote adoption and usageof our software-as-a-service, or SaaS, solutions by clients and improve enrollment and retention of their students. We have primaryresponsibility for identifying qualified students for our clients' programs, generating potential student interest in the programs anddriving applications to the programs. We have developed sophisticated digital program marketing and student acquisition capabilities,and we work closely with our clients to help them create highly engaging multimedia instructional content for delivery on our platform.We also include other services that support the complete lifecycle of a higher education program or course, including facilitating in-program field placements and providing technical support. In addition, our platform provides clients with real-time data and deepanalytical insight related to student performance and engagement, student and faculty satisfaction, and enrollment.

Our compensation from our clients consists primarily of a specified share of the tuition and fees paid to our clients by studentsin the programs we enable, which we believe aligns our interests with those of our clients. This revenue model, combined with longcontractual terms, enables us to make the investment in technology, integration, content production, program marketing, student andfaculty support and other services necessary to create large, successful programs. Our client contracts generally have initial termsbetween 10 and 15 years in length, and, since our inception, all of the clients that have engaged us remain active.

For the years ended December 31, 2011, 2012 and 2013, our revenue was $29.7 million, $55.9 million and $83.1 million,respectively. For the years ended December 31, 2011, 2012 and 2013, our net losses were $24.9 million, $23.1 million and$28.0 million, respectively, and our Adjusted EBITDA loss, a non-GAAP measure, was $22.5 million, $18.8 million and $21.2 million,respectively. For a reconciliation of Adjusted EBITDA loss to net loss, see "Selected Consolidated Financial Data —AdjustedEBITDA."

Market Opportunity

The global higher education industry is undergoing a significant transition. Due primarily to macroeconomic conditions, publichigher education institutions in the United States and other countries in recent years have faced decreased governmental financialsupport and increased volatility in graduate enrollment rates. At the same time, we believe the long-term growth prospects of the globalhigher education industry are strong, as governments, corporations and individuals around the world are increasingly recognizing theimportance of education in a knowledge-based economy.

In addition, technology, and online learning in particular, is reshaping how institutions deliver and individuals access education.Rising rates of internet penetration, the rapid proliferation of mobile devices and the growth in cloud-based services are broadening theaccessibility of educational content and services as well as the potential reach of educational institutions. As a result, colleges anduniversities are rethinking their operational and business models, determining how to incorporate technology-enabled offerings intotheir long-term growth strategies and seeking cost-effective ways to expand their academic reach.

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Rising Global Demand for Postsecondary Education

Higher education is a large and well-established market, both in the United States and worldwide. In the United States alone,total revenue for all degree-granting postsecondary institutions was over $550 billion for the 2010-2011 academic year, according to aMay 2013 report by the U.S. National Center for Education Statistics. The decade between 2000 and 2010 saw a 37% increase inenrollment in postsecondary degree granting institutions in the United States, from 15.3 million to 21.0 million, according to the U.S.Department of Education, and that number is expected to rise to 23.8 million by 2021, a further increase of 13%.

Rapid Growth in Online Education

The market for online postsecondary education has grown more rapidly than the overall postsecondary market, driven by theincreased acceptance of online programs among students, academic institutions and employers, and the greater flexibility andconvenience of many online programs. To date, the primary users of online education have been students enrolled in for-profitinstitutions, which we do not view as our competitors or part of the same industry given our focus on enabling leading nonprofitcolleges and universities to deliver their high quality degree programs and courses online.

We believe that in the past, many nonprofit institutions lacked confidence that online programs could offer sufficient quality toalign with their brands, market reputations and academic standards. However, recent academic research, as well as our ownexperience, has shown that academic outcomes in online environments are generally equivalent to or better than those in traditionalface-to-face environments. We also believe nonprofit institutions have been hesitant to adopt new initiatives given that they lacked thecapital, technological expertise and marketing capabilities necessary to build significant online operations. However, as technologyhas improved and online education initiatives have become more prominent, nonprofit colleges and universities are considering onlineeducation as a means to increase enrollments cost-effectively.

Challenges Faced by Providers of Postsecondary Education

During this period of transition, providers of higher education are facing three fundamental challenges:

• The internet is allowing new forms of instructional content and courses to proliferate, and education service providers whoare unable to navigate the online environment and offer a compelling value proposition to students may cede marketshare to their competitors.

• Many institutions recognize that they do not possess the human or technological resources necessary to implement asuccessful online learning strategy.

• Many institutions face increasing financial challenges that prevent them from investing more heavily in developingtechnology-based solutions. Given this environment, institutions of higher education are actively looking for ways toincrease revenue, such as by raising tuition or increasing enrollment.

Our Opportunity

We believe that an increasing number of institutions of higher education globally will implement online learning strategies toextend their reach and remain relevant to the needs of students. We believe we have a significant opportunity to help leading nonprofitcolleges and universities implement and scale high quality online degree programs, as well as protect and deliver on the promise oftheir brands. We believe that the transition of the higher education market to cloud-based online delivery is just beginning, and that weare uniquely positioned to capture market share by delivering compelling, value-producing services to these institutions. Our cloud-

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based SaaS solutions provide nonprofit colleges and universities with the ability to capitalize on the disruptive forces of onlineeducation while extending the academic reach of their programs. By doing so, our clients are able not only to fulfill their missions butalso to develop significant new sources of revenue through meaningful additional enrollments.

Our Approach

We provide a cloud-based SaaS platform and bundled technology-enabled services that enable leading nonprofit colleges anduniversities to deliver high quality online degree programs and courses. Our platform supports a wide range of university functions,such as enabling high quality educational content, instructor-led classes averaging ten students per session in a live, intimate andengaging setting, and a rich social networking experience, all accessible through proprietary web-based and mobile applications. Ourplatform also serves as a hub for student and faculty interaction, and incorporates a live, or synchronous, learning experience, withpre-produced, or asynchronous, educational content and dynamic social networking. Furthermore, we offer services that support thecomplete lifecycle of a higher education program or course, including attracting students, facilitating in-program field placements andproviding technical support. Our clients retain control of, and responsibility for, admissions, financial aid, faculty, curriculum and thedirect delivery of academic services such as teaching, grading and assessment.

Using our solutions, our clients can:

• Extend Institutional Mission and Reach. Our solutions enable clients to extend their brands and fulfill their missionsby delivering high quality education programs online to students anywhere in the world while maintaining their academicrigor and admissions standards.

• Increase Revenue. Our solutions enable clients to increase their overall enrollments significantly, thereby growing theirtuition revenue.

• Increase Scalability. Our solutions allow clients to extend beyond their physical boundaries and capacity constraintsto scale programs without the investment typically required to acquire, educate and service incremental on-campusstudents.

• Deliver a Differentiated, Engaging Learning Environment. Our platform leverages advanced software technology toenable highly interactive learning experiences, accessible using proprietary web-based and mobile applications.

• Utilize Ongoing Data and Analytical Insight. Our solutions enable clients to track the engagement and learningoutcomes of students on our platform to a significantly greater degree than for their on-campus students.

• Increase Speed to Market. We bring technology and other capabilities that enable institutions to implement and scalean online degree program faster than they could on their own.

Our Strengths

We believe the following to be our key strengths:

• Robust, Differentiated Software and Services Platform. Our platform offers extensive features, high configurability,an intuitive user interface and the ability to support synchronous and asynchronous learning at scale, combined with asuite of technology-enabled services that together provide a broad set of capabilities that would otherwise require thepurchase of multiple, disparate point solutions.

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• Proven Track Record Delivering SaaS Solutions for Leading Higher Education Institutions. We believe our trackrecord of successful implementations for leading nonprofit colleges and universities, together with the trust we have builtwith clients, create a significant competitive advantage. Additionally, we regularly conduct Net Promoter Score® surveyswith the faculty and students in each of our client programs. Net Promoter Score is a commonly used measure ofcustomer loyalty and satisfaction. We believe that the favorable scores received from both groups demonstrate that wedeliver our solutions in an effective and user-friendly manner.

• Proprietary, Data-Driven Approach to Growth. Through our experience launching and operating programs withleading nonprofit colleges and universities, we have developed a proprietary program-selection algorithm to drive theprocess for identifying new programs and clients, which enables us to systematically identify degrees at colleges anduniversities that we believe have the highest probability of success.

• Dedicated Focus on Quality. We prioritize quality by employing a "white glove" service model designed to enable ourclients to deliver academic programs that align with their brands and produce positive student outcomes, not only ineducational achievement but also in terms of student satisfaction, graduation rates and other key measures of success.

• Attractive Financial Model with Significant Predictability and Visibility. Given the long-term nature of ourcontracts, which generally have 10 to 15 year initial terms, we are able to benefit from increasing enrollments in clients'programs as those programs mature, leading to both revenue growth and expanding operating margins. In addition, webelieve the significant portion of our revenue that is typically attributable to returning students contributes to thepredictability and recurring nature of our business.

Our Growth Strategy

We intend to continue our industry leadership as a provider of cloud-based SaaS solutions that enable leading nonprofitcolleges and universities to deliver education online. Our approach to growth is disciplined and focused on long-term success. Theprincipal elements of our strategy are to:

• Grow Our Client Base. We intend to expand beyond our existing client base through two focused approaches:

• Add Programs in New Academic Disciplines. We believe there is a substantial opportunity for us to increasethe size of our client base by adding graduate programs in new academic disciplines within our core market ofselective nonprofit colleges and universities. According to the U.S. Department of Education, during the 2011-2012 academic year, U.S. institutions of higher education offered graduate degrees in 1,000 separate disciplines.Of these disciplines, 140 had more than 1,000 graduates in that year.

• Expand Within Existing Academic Disciplines. We are also actively targeting new graduate-level clients inacademic disciplines where we have existing programs. We believe this approach will enable us to leverage ourprogram marketing investments across multiple client programs within specific academic disciplines, expandingthe number of students who can access high quality educations and significantly decreasing student acquisitioncosts within those disciplines.

• Increase Enrollment and Add Programs with Existing Clients. We intend to continue to increase studentenrollments within the existing programs we enable for our clients. We also have been able to expand our relationshipswith clients by adding degree programs at the

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same university, as we have at the University of Southern California, the University of North Carolina at Chapel Hill andThe George Washington University.

• Grow International, Undergraduate and Doctoral Presence. We believe that there is significant market demand forour solutions as colleges and universities worldwide seek to extend their brands by accessing the growing global marketfor higher education. Our existing client programs serve students in over 50 countries. In addition, we believe there is ameaningful opportunity to provide high quality online education experiences to undergraduate students and to expand ourgraduate offerings into doctoral programs.

• Continue to Innovate and Extend our Technological Leadership. Our ability to deliver innovative technology for ourclients has been central to our growth and success. We intend to increase the functionality of our platform and continueour investment in the development of new applications that extend our technological leadership.

Our Solutions

Our solutions consist of our cloud-based SaaS platform and bundled technology-enabled services.

Proprietary, Cloud-Based SaaS Platform

• Online Campus. Our innovative online learning platform, Online Campus, enables our clients to offer high qualityeducational content together with instructor-led classes in a live, intimate and engaging setting, averaging ten studentsper session, all accessible through proprietary web-based and mobile applications. Online Campus powers the followingservices:

• Virtual, Live Classes and Groups. Online Campus enables a variety of live, small-group class sessions that areaccessed online. Our technology solutions enable instructors to simultaneously lead group discussions,customize the virtual classroom to their individual styles and display a variety of documents, images, charts,notes and videos. Online Campus also enhances collaboration by allowing students to interact during classsessions using face-to-face online interaction, establish breakout groups for student discussion and group workand share projects onscreen for group feedback. Additionally, our platform is available for students to collaboratein planned or ad hoc study or work groups, regardless of day or time.

• Delivery of High Quality, Engaging Content. Through Online Campus, we and our clients collaboratively create,publish and deliver video and other asynchronous content, interactive course lectures, individual and groupassignments and assessments. We have developed technology solutions to enhance interaction between afaculty member and students, both individually and as a group, by blending asynchronous content and real-timestudent responses in the online environment.

• Dynamic Social Network ing. Online Campus provides an intuitive social interface that connects students to anextended network of faculty, other students, researchers and administrators who are a part of their universitycommunity. We provide users with fully customizable social profiles, multimedia postings and dynamiccommunication and notification tools designed to supplement the live classroom experience and promotemeaningful relationships.

• Content Management System. Our content management system enables us and our clients to author, review anddeploy asynchronous content into their online programs. The content management system includes a set of projectmanagement and collaboration tools that

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allow clients to seamlessly integrate the work of faculty with that of our course production and content development staff.

• Application Processing Portal. Our proprietary application system, known as the Online Application andRecommendation System, or OARS, automates the online application process for prospective students of our clients'programs. OARS is integrated with the primary marketing site for each program, directly funneling prospective studentsinto each client's existing application process and providing automated workflow for that process.

• Customer Relationship Management. We have developed customer relationship management deployments configuredfor each client's specific program characteristics. Each deployment serves as the data hub for scheduling, studentacquisition, student application, faculty admissions review, enrollment and student support for each program.

Technology-Enabled Services Supporting Client Program Lifecycle

We offer a comprehensive suite of technology-enabled services that support the complete lifecycle of a higher educationprogram or course. These services include the following:

• Content Development. Our content development staff works closely with our clients' faculty in a collaborative process toproduce high quality, engaging online coursework and content. We produce scripted and casual videos in studio and onlocation, transform static content into interactive materials and ultimately assemble customized online course materialsfor delivery through our Online Campus.

• Student Acquisition. We provide dedicated technology-enabled program marketing services to drive applications foreach client program. Our program-specific marketing teams develop creative assets, such as websites related to thefields of study of our clients' programs, and execute campaigns aimed at acquiring students cost-effectively.

• Dedicated "White Glove" Service. High quality student and faculty support is a central pillar of our bundled serviceoffering. Some of the key services we provide include:

• Application Advising. Our program-dedicated teams work with prospective students as they consider and applyto a client program.

• Student and Faculty Support. We augment each student's academic experience by assigning a dedicatedadvisor to provide ongoing individualized non-academic support and provide a dedicated support team thatsupports and trains university administration and faculty on the components of our platform.

• In-Program Student Field Placements. Our field placement team is dedicated to securing in-program fieldplacements for students enrolled in our client programs. We work closely with faculty to identify and approve sitesthat meet curriculum requirements.

• State Authorization Services. Each online program a client offers using our platform must comply with stateauthorization requirements in each state where the students enrolled in the program reside. We work with most of ourclients to identify and satisfy state authorization requirements.

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Risks Related to our Business

Our business is subject to a number of risks of which you should be aware before making an investment decision. These risksare discussed more fully in the "Risk Factors" section of this prospectus immediately following this prospectus summary. These risksinclude, among others:

• We have a limited operating history, which makes it difficult to predict our future financial and operating results, and wemay not achieve our expected financial and operating results in the future.

• We have incurred significant net losses since inception, we expect our operating expenses to increase significantly inthe future, and we may never become profitable.

• Our business depends heavily on the adoption by colleges and universities of online delivery of their programs andcourses.

• Our financial performance depends on our ability to acquire qualified potential students for our clients' programs, and onour and our clients' ability to retain students enrolled in their programs.

• Disruptions to, or failures of, our platform or unauthorized disclosure of student data could reduce client and studentsatisfaction with our clients' programs and harm our reputation.

• We incur significant expense in connection with the launch of new client programs and scale-up of new and existingclient programs, and it may be several years, if ever, before we generate revenue from a new program sufficient to recoverour costs.

• We currently have, and for the foreseeable future expect to continue to have, a small number of clients, and the loss, ormaterial underperformance, of any one client could hurt our future financial performance.

• We may not be able to manage growth effectively.

• Our quarterly operating results have fluctuated in the past and may do so in the future.

• If we are unable to successfully remediate the existing material weakness in our internal control over financial reporting,or if other material weaknesses exist in the future, the accuracy and timing of our financial reporting may becompromised.

Ownership of Our Capital Stock

Upon the completion of this offering, our directors, executive officers and holders of five percent or more of our common stock,and their respective affiliates, will beneficially own, in the aggregate, approximately 24.7 million shares of our common stock, orapproximately 60% of our outstanding common stock, assuming no exercise of the underwriters' option to purchase additional sharesof our common stock in this offering. As a result, these persons, if they were to act together, would be able to significantly influence allmatters requiring stockholder approval, including the election and removal of directors, any merger, consolidation, sale of all orsubstantially all of our assets, or other significant corporate transactions.

Corporate Information

We were incorporated in Delaware in April 2008 as 2Tor Inc. and changed our name to 2U, Inc. in October 2012. Our principalexecutive offices are located at 8201 Corporate Drive, Suite 900, Landover, Maryland. Our telephone number is (301) 892-4350. Ourwebsite address is www.2u.com. The information contained on, or that can be accessed through, our website is not incorporated byreference into this prospectus, and you should not consider any information

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contained on, or that can be accessed through, our website as part of this prospectus or in deciding whether to purchase our commonstock.

"2U", the 2U logo, and other trademarks or service marks of 2U, Inc. appearing in this prospectus are the property of 2U, Inc.This prospectus contains additional trade names, trademarks and service marks of others, which are the property of their respective

owners. Solely for convenience, trademarks and trade names referred to in this prospectus may appear without the ® or TM symbols.

Implications of Being an Emerging Growth Company

We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Forso long as we remain an emerging growth company, we are permitted and intend to rely on exemptions from specified disclosurerequirements that are applicable to other public companies that are not emerging growth companies. These exemptions include:

• being permitted to provide only two years of audited financial statements, in addition to any required unaudited interimfinancial statements, with correspondingly reduced "Management's Discussion and Analysis of Financial Condition andResults of Operations" disclosure;

• not being required to comply with the auditor attestation requirements in the assessment of our internal control overfinancial reporting;

• not being required to comply with any requirement that may be adopted by the Public Company Accounting OversightBoard regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional informationabout the audit and the financial statements;

• reduced disclosure obligations regarding executive compensation; and

• exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholderapproval of any golden parachute payments not previously approved.

We may take advantage of these provisions for up to five years or such earlier time that we are no longer an emerging growthcompany. We would cease to be an emerging growth company if we have more than $1 billion in annual revenue, have more than$700 million in market value of our capital stock held by non-affiliates or issue more than $1 billion of non-convertible debt over a three-year period. We may choose to take advantage of some, but not all, of the available exemptions. We have taken advantage of somereduced reporting burdens in this prospectus. Accordingly, the information contained herein may be different than the information youreceive from other public companies in which you hold stock.

In addition, the JOBS Act provides that an emerging growth company can take advantage of an extended transition period forcomplying with new or revised accounting standards. This provision allows an emerging growth company to delay the adoption of someaccounting standards until those standards would otherwise apply to private companies. We have irrevocably elected not to availourselves of this exemption from new or revised accounting standards and, therefore, we will be subject to the same new or revisedaccounting standards as other public companies that are not emerging growth companies.

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The Offering

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Common stockoffered by 2U, Inc.

8,000,000 shares

Common stockoffered bythe sellingstockholders

1,175,000 shares

Total commonstock offered

9,175,000 shares

Total commonstock to beoutstandingafter thisoffering

39,130,341 shares

Option topurchaseadditionalshares ofcommonstock

The underwriters have an option to purchase a maximum of 1,376,250 additional shares from us and the sellingstockholders. The underwriters can exercise this option at any time within 30 days from the date of this prospectus.

Use ofproceeds

We expect the net proceeds to us from this offering to be approximately $85.8 million based on an assumed initialpublic offering price of $12.00 per share, which is the midpoint of the price range set forth on the cover page of thisprospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expensespayable to us. The principal purposes of this offering are to create a public market for our common stock and tofacilitate our future access to the public equity markets, as well as to obtain additional capital. We intend to use allof the net proceeds from this offering for program marketing and sales expenses to drive new student enrollments inour clients' programs, as well as to fund technology and content development expenses to support those programsand ongoing spending on services and support. The amount and timing of specific expenses for each program willdepend on the timing for launch of new programs, as well as market demand for existing and new programs. To theextent we have any remaining proceeds, we expect to use them for working capital and other general corporatepurposes. We will not receive any of the proceeds from the sale of shares to be offered by the selling stockholders.

See the "Use of Proceeds" section of this prospectus for additional information.

Risk factors

See the section titled "Risk Factors" beginning on page 14 and the other information included in this prospectus for adiscussion of factors you should carefully consider before deciding to invest in our common stock.

ProposedNASDAQGlobalMarketsymbol

TWOU

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The number of shares of our common stock that will be outstanding after this offering is based on 31,130,341 shares ofcommon stock outstanding as of December 31, 2013, including shares issuable upon the conversion of outstanding redeemableconvertible preferred stock, and excludes:

• 5,883,885 shares of our common stock issuable upon the exercise of stock options outstanding under our 2008 stockincentive plan as of December 31, 2013, at a weighted average exercise price of $3.53 per share, of which 135,456shares were issued upon the exercise of options subsequent to December 31, 2013, and 196,741 shares are expectedto be issued upon the exercise of options by some of the selling stockholders in connection with this offering;

• 1,179,482 shares of our common stock issuable upon the exercise of stock options granted subsequent to December31, 2013 under our 2008 stock incentive plan and 2014 equity incentive plan, at a weighted average exercise price of$10.94 per share;

• 955,132 shares of our common stock issuable upon the settlement of restricted stock units granted subsequent toDecember 31, 2013 under our 2014 equity incentive plan;

• 5,000 shares of our common stock issued to a consultant subsequent to December 31, 2013 for services rendered;

• 83,818 shares of our common stock issuable upon the exercise of Series D preferred stock warrants outstanding as ofDecember 31, 2013, each at an exercise price of $7.81 per share; and

• an additional 710,386 shares of our common stock reserved for future issuance under our 2014 equity incentive planfollowing this offering, plus any additional shares of our common stock that may become available under our 2014 equityincentive plan, as more fully described in "Executive Compensation—Equity Incentive Plans."

Except as otherwise indicated herein, all information in this prospectus, including the number of shares that will be outstandingafter this offering, assumes or gives effect to:

• the conversion of all outstanding shares of our redeemable convertible preferred stock into an aggregate of 23,501,208shares of our common stock, which will occur automatically upon the closing of this offering;

• no exercise of options outstanding as of December 31, 2013; and

• no exercise by the underwriters of their option to purchase additional shares of common stock from us or the sellingstockholders.

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Summary Consolidated Financial Data

In the tables below, we provide you with summary consolidated financial data of 2U, Inc. for the periods indicated. We havederived the following summary consolidated statement of operations data for the years ended December 31, 2011, 2012 and 2013 fromour audited consolidated financial statements appearing elsewhere in this prospectus, which have been audited by KPMG LLP,independent registered public accounting firm.

You should read this summary consolidated financial data together with the historical financial statements and related notes tothose statements, as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations," which areincluded elsewhere in this prospectus.

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Year Ended December 31,

2011 2012 2013 (in thousands) Consolidated Statement of Operations Data: Revenue $ 29,733 $ 55,879 $ 83,127 Costs and expenses:

Servicing and support 12,300 14,926 22,718 Technology and content development 5,117 8,299 19,472 Program marketing and sales 32,116 45,390 54,103 General and administrative 5,104 10,342 14,840

Total costs and expenses 54,637 78,957 111,133

Loss from operations (24,904) (23,078) (28,006)Other income (expense):

Interest expense (19) (73) 27 Interest income 45 38 26

Total other income (expense) 26 (35) 53

Loss before income taxes (24,878) (23,113) (27,953)Income tax expense — — —

Net loss (24,878) (23,113) (27,953)Preferred stock accretion (314) (339) (347)

Net loss attributable to common stockholders $ (25,192) $ (23,452) $ (28,300)

Net loss per share attributable to common stockholders: Basic and diluted $ (3.77) $ (3.33) $ (3.81)Pro forma basic and diluted $ (0.92)

Other Financial Data: Adjusted EBITDA (loss)(1) $ (22,514) $ (18,814) $ (21,245)

(1) Adjusted EBITDA is a financial measure not in accordance with generally accepted accounting principles, orGAAP. For more information about Adjusted EBITDA and a reconciliation of Adjusted EBITDA (loss) to net loss,the most directly comparable financial measure calculated and presented in accordance with GAAP, see thesection titled "Selected Consolidated Financial Data — Adjusted EBITDA."

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As of December 31, 2013

Actual Pro Forma(1)

Pro Forma As Adjusted(2)

(in thousands) Consolidated Balance Sheet Data: Cash and cash equivalents $ 7,012 $ 7,012 $ 92,792 Accounts receivable 1,835 1,835 1,835 Total assets 28,652 28,652 114,432 Total liabilities 22,629 22,503 22,503 Total redeemable convertible preferred stock 98,047 — — Additional paid-in capital 7,817 105,967 191,739 Total stockholders' (deficit) equity (92,024) 6,149 91,929

(1) The pro forma column reflects: (i) the conversion of the outstanding shares of our redeemable convertible preferredstock into an aggregate of 23,501,208 shares of our common stock, which will occur automatically upon theclosing of this offering; (ii) the conversion of the outstanding warrants to purchase Series D redeemable convertiblepreferred stock into warrants to purchase 83,818 shares of our common stock, which will occur automaticallyupon the closing of this offering; and (iii) the reclassification of the Series D warrant liability to additional paid-incapital upon the automatic conversion of our redeemable convertible preferred stock issuable upon exercise ofsuch warrants into common stock.

(2) The pro forma as adjusted column gives effect to the pro forma adjustments set forth above and our sale of8,000,000 shares of common stock in this offering at an assumed initial public offering price of $12.00 per share,which is the midpoint of the price range set forth on the cover page of this prospectus, after deducting estimatedunderwriting discounts and commissions and estimated offering expenses payable by us. The pro forma asadjusted information is illustrative only and will change based on the actual initial public offering price and otherterms of this offering determined at pricing. Each $1.00 increase or decrease in the assumed initial public offeringprice of $12.00 per share would increase or decrease each of cash and cash equivalents, total assets, additionalpaid-in capital and total stockholders' equity on a pro forma as adjusted basis by approximately $7.4 million,assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains thesame.

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RISK FACTORS

Investing in our common stock involves a high degree of risk . Before you invest in our common stock , you should carefullyconsider the following risks, as well as general economic and business risks, and all of the other information contained in thisprospectus. Any of the following risks could have a material adverse effect on our business, operating results and financial conditionand cause the trading price of our common stock to decline, which would cause you to lose all or part of your investment. Whendetermining whether to invest, you should also refer to the other information contained in this prospectus, including our consolidatedfinancial statements and the related notes thereto.

Risks Related to Our Business Model, Our Operations and Our Growth Strategy

We have a limited operating history, which makes it difficult to predict our future financial and operating results, and we maynot achieve our expected financial and operating results in the future.

We were incorporated in 2008 and launched our first client program in 2009. We are currently engaged by eight colleges anduniversities to enable 10 graduate programs that have launched and in which students have enrolled. Five of these programs werelaunched in 2013 and one program launched in January 2014. We have three additional programs scheduled to commence later in2014 and one program scheduled to commence in the fall of 2015. We recently contracted with a ninth university to enable a newgraduate program that we also expect to launch in 2015, subject to the program receiving necessary university, state and accreditationapprovals. As a result of our limited operating history, our ability to forecast our future operating results, including revenue, cash flowsand profitability, is limited and subject to a number of uncertainties. We have encountered and will encounter risks and uncertaintiesfrequently experienced by growing companies in the technology industry, such as the risks and uncertainties described in thisprospectus. If our assumptions regarding these risks and uncertainties are incorrect or change due to factors impacting our targetedmarkets, or if we do not manage these risks successfully, our operating and financial results may differ materially from ourexpectations and our business may suffer.

We have incurred significant net losses since inception, and we expect our operating expenses to increase significantly in theforeseeable future, which may make it more difficult for us to achieve and maintain profitability.

We incurred net losses of $24.9 million, $23.1 million and $28.0 million in 2011, 2012 and 2013, respectively, and we had anaccumulated deficit of $99.8 million as of December 31, 2013. We will need to generate and sustain increased revenue levels in futureperiods in order to become profitable, and, even if we do, we may not be able to maintain or increase our level of profitability. Weanticipate that our operating expenses will increase substantially in the foreseeable future as we undertake increased technology andproduction efforts to support a growing number of client programs and increase our program marketing and sales efforts to drive theacquisition of potential students in these programs. In addition, as a public company, we will incur significant accounting, legal andother expenses that we did not incur as a private company. These expenditures will make it harder for us to achieve and maintainprofitability.

Our efforts to grow our business may be more costly than we expect, and we may not be able to increase our revenue enoughto offset our higher operating expenses. If we are forced to reduce our expenses, our growth strategy could be compromised. We mayincur significant losses in the future for a number of reasons, including the other risks described in this prospectus, and unforeseenexpenses, difficulties, complications and delays and other unknown events. As a result, we can provide no assurance as to whether orwhen we will achieve profitability. If we are not able

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to achieve and maintain profitability, the value of our company and our common stock could decline significantly.

Our business depends heavily on the adoption by colleges and universities of online delivery of their programs and courses.If we fail to attract new colleges and universities as clients, our revenue growth and profitability may suffer.

The success of our business depends in large part on our ability to enter into agreements with additional nonprofit colleges anduniversities for their offering of graduate programs online. In particular, in order to engage new clients, we need to convince nonprofitcolleges and universities, many of which have been educating students in generally the same types of on-campus programs forhundreds of years, to invest significant time and resources to adjust the manner in which they teach students for an online degreeprogram. The delivery of degree-granting programs online at leading nonprofit colleges and universities is nascent, and manyadministrators and faculty members have expressed concern regarding the perceived loss of control over the education process thatmight result from offering content online, as well as skepticism regarding the ability of colleges and universities to provide high qualityeducation online that maintains the standards they set for their on-campus programs. It may be difficult to overcome this resistance,and there can be no assurance that online programs of the kind we develop with our clients will ever achieve significant marketacceptance.

Our financial performance depends heavily on our ability to acquire qualified potential students for our clients' programs,and our ability to do so may be affected by circumstances beyond our control.

Building awareness of our clients' programs is critical to our ability to acquire prospective students for our clients' programs andgenerate revenue. A substantial portion of our expenses is attributable to program marketing and sales efforts dedicated to attractingpotential students to our clients' programs. Because we generate revenue based on a portion of the tuition that our clients collect fromthe students enrolled in their programs, it is critical to our success that we identify prospective students who meet our clients'admissions criteria in a cost-effective manner and that enrolled students remain active in our clients' programs.

The following factors, many of which are largely outside of our control, may prevent us from successfully driving and maintainingstudent enrollment in our clients' programs in a cost-effective manner or at all:

• Negative perceptions about online learning programs. As a non-traditional form of education delivery, our clients' onlinegraduate degree programs will be subject to increased scrutiny by prospective students. Online learning programs thatwe or our competitors offer may not be successful or operate efficiently, and new entrants to the field of online learningalso may not perform well. Such underperformance could create the perception that online programs in general are notan effective way to educate students, whether or not our clients' programs achieve satisfactory performance, which couldmake it difficult for us to successfully attract prospective students for our clients. Students may be reluctant to enroll inonline programs for fear that the learning experience may be substandard, that employers may be averse to hiringstudents who received their education online or that organizations granting professional licenses or certifications may bereluctant to grant them based on degrees earned through online education.

• Ineffective program marketing efforts. We invest substantial resources in developing and implementing data-drivenprogram marketing and sales strategies that focus on identifying the right potential student at the right time. Ourprogram marketing efforts make substantial use of search engine optimization, paid search and custom websitedevelopment and

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deployment. If our execution of this strategy proves to be inefficient or unsuccessful in generating a sufficient quantity ofhigh quality prospective students, our revenue could be adversely affected.

• Damage to client reputation. Because we market a specific client degree program to potential students, the reputationsof our clients are critical to our ability to enroll students. Many factors affecting our clients' reputations are beyond ourcontrol and can change over time, including their academic performance and ranking among nonprofit educationalinstitutions offering a particular degree program.

• Lack of interest in the degree offered by the program. We may encounter difficulties attracting qualified students forgraduate degree programs that are not highly desired or that are relatively new within their fields. Macroeconomicconditions beyond our control may diminish interest in employment in a field, and that could contribute to lack of interestin graduate degrees in the disciplines offered by our clients.

• Our lack of control over our clients' admissions decisions. Even if we are able to identity prospective students for aprogram, there is no guarantee that students will be admitted to the program. Our clients retain complete discretion intheir admissions decisions, and any changes to admissions standards, or inconsistent application of admissionsstandards, could affect student enrollment and our ability to generate revenue.

• Inability of students to secure funding. Like traditional graduate school students, many of the students in our clients'programs rely heavily on the availability of third-party financing to pay for the costs of their educations, including tuition.This tuition assistance may include federal or private student loans, scholarships and grants or benefits orreimbursement provided by the students' employers. Any developments that reduce the availability of financial aid forhigher education generally, or for our clients' programs in particular, could impair students' abilities to meet their financialobligations, which in turn could result in reduced enrollment and harm our ability to generate revenue.

• General economic conditions. Student enrollment in our clients' programs may be affected by changes in the U.S.economy and, to a lesser extent, by global economic conditions. An improvement in economic conditions in the UnitedStates and, in particular, an improvement in the U.S. unemployment rate, may reduce demand among potential studentsfor higher educational services as they may find adequate employment without additional education. Conversely, aworsening of economic and employment conditions may reduce the willingness of employers to sponsor highereducational opportunities for their employees or discourage existing or potential students from pursuing higher educationdue to a perception that there are insufficient job opportunities, increased economic uncertainty or other factors, any ofwhich could adversely impact our ability to attract qualified students to our clients' programs.

If one or more of these factors reduces student demand for our clients' programs, enrollment could be negatively affected or ourcosts associated with student acquisition and retention could increase, or both, any of which could materially compromise our abilityto grow our revenue or achieve profitability. These developments could also harm our reputation and make it more difficult for us toengage additional clients for new program offerings, which would negatively impact our ability to expand our business.

Disruption to or failures of our platform could reduce client and student satisfaction with our clients' programs and couldharm our reputation.

The performance and reliability of our platform is critical to our operations, reputation and ability to attract new clients, as wellas our student acquisition and retention efforts. Our clients rely

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on our technology solutions to offer their programs online, and students access our platform on a frequent basis as an important partof their educational experience. Accordingly, any errors, defects, disruptions or other performance problems with our platform coulddamage our or our clients' reputations, decrease student satisfaction and retention and impact our ability to attract new students,clients and programs. If any of these problems occur, our clients may, following notice and our failure to cure, terminate theiragreements with us, or make indemnification or other claims against us. In addition, sustained or recurring disruptions in ourtechnology platform could adversely affect our and our clients' compliance with applicable regulations and accrediting body standards.

Our market may be limited based on the types of nonprofit colleges and universities we target for online degree programs.

We primarily market degree programs to selective nonprofit colleges and universities, a market that is necessarily limited. Thecontracts we enter into with our clients generally contain limitations on our ability to contract with other institutions to offer the samedegree program, and maintaining good relations with our clients may mean that we may be less likely to approach certain institutionsthat they regard as their direct competitors to offer similar programs, even if we are allowed to do so under our contracts. Moreover,because of the long-term nature of our client contracts, and because of the relationships of trust we strive to build with our currentclients, we will generally not be able or willing to terminate our existing client relationships to pursue a competitive program withanother college or university, even if it may prove to be more profitable to us. Instead, we may continue with a program that does notgenerate expected levels of revenue to us, or one from which we may not be able to fully recover the program marketing and salesexpenses we incur in attracting students to enroll in the program, if, for example, the client limits enrollment in the program. As aresult, the nature of our contracts and our relationships with our clients could restrict the overall revenue potential of our business.

Attracting new clients for the launch of new programs is complex and time-consuming. If we pursue unsuccessful clientopportunities, we may forego more profitable opportunities and our operating results and growth would be harmed.

The process of identifying specific graduate degree programs at the selective nonprofit colleges and universities that we believewill be a good fit for our platform, and then negotiating contracts with potential clients, is complex and time-consuming. Because of theinitial reluctance on the part of some nonprofit colleges and universities to embrace a new method of delivering their education servicesand the complicated approval process within universities, our sales process to attract and engage a new client can be lengthy.Depending on the particular college or university, during the process we may face resistance from university administrators or facultymembers.

The sales cycle for a new degree program often spans one year or longer. In addition, our sales cycle can vary substantiallyfrom program to program because of a number of factors, including the approval processes of the client or disagreements over theterms of our offerings. We spend substantial effort and management resources on our new program sales efforts without anyassurance that our efforts will result in the launch of a new program. If we invest substantial resources pursuing unsuccessful programopportunities, we may forego other more profitable client relationships, and our operating results and growth would be harmed.

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To launch a new program, we must incur significant expense in technology and content development, as well as programmarketing and sales, to identify and attract prospective students, and it may be several years, if ever, before we generaterevenue from a new program sufficient to recover our costs.

To launch a new program, we must integrate our platform with the various student information and other operating systems ourclients use to manage functions within their institutions. In addition, our content development staff must work closely with that client'sfaculty members to produce engaging online coursework and content, and we must commence student acquisition activities. Thisprocess of launching a new program is time-consuming and costly and, under our agreements with our clients, we are primarilyresponsible for the significant costs of this effort, even before we generate any revenue. Additionally, during the life of our contract withthe client, we are responsible for the costs associated with continued program marketing, maintaining our technology platform andproviding non-academic and other support for students enrolled in the program. We invest significant resources in these new programsfrom the beginning of our relationship with the client, and there is no guarantee that we will ever recoup these costs.

Because our client agreements provide that we receive a fixed percentage of the tuition that the clients receive from thestudents enrolled in their programs, we only begin to recover these costs once students are enrolled and begin paying tuition. The timethat it takes for us to recover our investment in a new program depends on a variety of factors, primarily the level of our studentacquisition costs and the rate of growth in student enrollment in the program. We estimate that, on average, it takes approximatelyfour to five years after engagement with a client to fully recover our investment in that client's new program. Because of the lengthyperiod required to recoup our investment in a program, unexpected developments beyond our control could occur that result in theclient ceasing or significantly curtailing a program before we are able to fully recoup our investment. As a result, we may ultimately beunable to recover the full investment that we make in a new program or achieve our expected level of profitability for the program.

If we are not successful in quickly and efficiently scaling up programs with new and existing clients, our reputation and ourrevenue will suffer.

Our continued growth and profitability depends on our ability to successfully scale up newly launched programs with our clients.As we continue aggressively growing our business, we plan to continue to hire new employees at a rapid pace, particularly in ourprogram marketing and sales team and our technology and content development teams. If we cannot adequately train these newemployees, we may not be successful in acquiring potential students for our clients' programs, which would adversely impact ourability to generate revenue, and our clients and the students in their programs could lose confidence in the knowledge and capability ofour employees. If we cannot quickly and efficiently scale up our technology to handle growing student enrollment and new clientprograms, our clients' and their students' experiences with our platform may suffer, which could damage our reputation among collegesand universities and their faculty and students.

Our ability to effectively manage any significant growth of new programs and increasing student enrollment will depend on anumber of factors, including our ability to:

• satisfy existing students in, and attract and enroll new students for, our clients' programs;

• assist our clients in recruiting qualified faculty to support their expanding enrollments;

• assist our clients in developing and producing an increased volume of course content;

• successfully introduce new features and enhancements and maintain a high level of functionality in our platform; and

• deliver high quality support to our clients and their faculty and students.

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Establishing new client programs or expanding existing programs will require us to make investments in management and keystaff, increase capital expenditures, incur additional marketing expenses and reallocate other resources. If student enrollment in ourclients' programs does not increase, we are unable to launch new programs in a cost-effective manner or we are otherwise unable tomanage new client programs effectively, our ability to grow our business and achieve profitability would be impaired, and the quality ofour solutions and the satisfaction of our clients and their students could suffer.

Our financial performance depends heavily on student retention within our clients' programs, and factors influencing studentretention may be out of our control.

Once a student is enrolled in a client's program, we and our client must retain the student over the life of the degree program inorder to generate ongoing revenue. Our strategy involves offering high quality support to students enrolled in our clients' programs inorder to support their retention. If we do not help students quickly resolve any educational, technological or logistical issues theyencounter, otherwise provide effective ongoing support to students or deliver the type of high quality, engaging educational content thatstudents expect, students may withdraw from the program, which would negatively impact our revenue.

In addition, student retention could be compromised by the following factors, many of which are largely outside of our control:

• Reduced support from our clients. Because revenue from a particular program is directly attributable to the level ofstudent enrollment in the program, our ability to grow our revenue from a client relationship depends on the clientcontinuing to offer its online program to students, as well as the growth of enrollment in that program. Although ourcontracts with clients generally require that the client expand enrollment in their programs to include all qualifiedapplicants, our only recourse if they choose not to do so is termination of the exclusivity limitations on developingprograms with other colleges or universities that are included in our agreements with our clients. Despite the agreementswe have in place with our clients, our clients could limit enrollment in their programs, cease providing the programsaltogether or significantly curtail or inhibit our ability to promote their programs, any of which would negatively impact ourrevenue.

• Lack of support from client faculty members. It takes a significant time commitment and dedication from our clients'faculty members to work with us to develop course content designed for an online learning environment. Our clients'faculty may be unfamiliar with the development and production process, may not understand the time commitmentinvolved to develop the course content, or may otherwise be resistant to changing the ways in which they present thesame content in an on-campus class. Our ability to maintain high student retention will depend in part on our ability toconvince our clients' faculty of the value in the time and effort they will spend developing the course program. Lack ofsupport from faculty could cause the quality of our clients' programs to decline, which could contribute to decreasedstudent satisfaction and retention.

• Student dissatisfaction. Enrolled students may drop out of our clients' programs based on their individual perceptions ofthe value they are getting from the program. For example, we may face retention challenges as a result of students'dissatisfaction with the quality of course content and presentation, dissatisfaction with our clients' faculty, changingviews of the value of our clients' programs and degrees offered and perceptions of employment prospects followingcompletion of the program. Factors outside our control related to student satisfaction with, and overall perception of, aprogram may contribute to decreased student retention rates for that program.

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• Personal factors. Factors impacting a student's willingness and ability to stay enrolled in a program include personalfactors, such as ability to continue to pay tuition, ability to meet the rigorous demands of the program, and lack of timeto continue classes, all of which are generally beyond our control.

Any of these factors could significantly reduce the revenue that we generate from a client's program, which would negativelyimpact our return on investment for the particular program, and could compromise our ability to grow our business and achieveprofitability.

We currently have, and for the foreseeable future expect to continue to have, a small number of clients, and therefore weexpect the loss, or material underperformance, of any one client could hurt our future financial performance.

We are currently engaged by eight colleges and universities to enable 10 existing graduate programs and four additionalprograms with existing clients that we expect to commence later in 2014 or in 2015. We recently contracted with a ninth university toenable a new graduate program that we also expect to launch in 2015, subject to the program receiving necessary university, stateand accreditation approvals. For the foreseeable future, we expect to launch a small number of new graduate degree programs peryear. As a result of the small number of programs, the material underperformance of any one program, including the failure to increasestudent enrollment in a program, or any decline in the ranking of one of our clients' programs or other impairment of their reputation,could have a disproportionate effect on our business. Additionally, because we rely on our own reputation for delivering high qualityonline programs and recommendations from existing clients in order to attract potential new clients, the loss of any single clientprogram, or the failure of any client to renew its agreement with us upon expiration, could impair our ability to pursue our growthstrategy and ultimately to become profitable.

A significant portion of our revenue is currently attributable to programs with the University of Southern California. A declinein enrollment in these programs could significantly reduce our revenue.

Our two longest running programs, launched in 2009 and 2010, are with the University of Southern California, or USC. For theyears ended December 31, 2011, 2012 and 2013, 94%, 78% and 69%, respectively, of our revenue was derived from these twoprograms. We expect USC will continue to account for a large portion of our revenue until our other client programs become moremature and achieve significantly higher enrollment levels. Any decline in USC's reputation, any increase in USC's tuition, or anychanges in USC's policies could adversely affect the number of students that enroll in these two programs. Further, the faculty oradministrators of these two schools could become resistant to offering courses through our platform, making it more difficult for us toattract and retain students. These graduate schools are not required to expand student enrollment in their online programs and, uponthe expiration of their contracts, they are not required to continue using us as the provider of their online programs. If either of theseprograms were to materially underperform for any reason or to terminate their relationships with us, it would significantly reduce ourrevenue.

If our security measures are breached or fail and result in unauthorized disclosure of data, we could lose clients, fail to attractnew clients and be exposed to protracted and costly litigation.

Maintaining platform security is of critical importance for our clients because the platform stores and transmits proprietary andconfidential university and student information, which may include sensitive personally identifiable information that is subject tostringent legal and regulatory obligations. As a technology company, we face an increasing number of threats to our technologyplatform, including unauthorized activity and access, system viruses, worms, malicious code and

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organized cyberattacks, which could breach our security and disrupt our solutions and our clients' programs. If our security measuresare breached or fail as a result of third-party action, employee error, malfeasance or otherwise, we could be subject to liability or ourbusiness could be interrupted, potentially over an extended period of time. Any or all of these issues could harm our reputation,adversely affect our ability to attract new clients and students, cause existing clients to scale back their programs or elect to notrenew their agreements, cause prospective students not to enroll or stay enrolled in our clients' programs, or subject us to third-partylawsuits, regulatory fines or other action or liability. Further, any reputational damage resulting from breach of our security measurescould create distrust of our company by prospective clients or students. In addition, our insurance coverage may not be adequate tocover losses associated with such events, and in any case, such insurance may not cover all of the types of costs, expenses andlosses we could incur to respond to and remediate a security breach. As a result, we may be required to expend significant additionalresources to protect against the threat of these disruptions and security breaches or to alleviate problems caused by such disruptionsor breaches.

We have grown rapidly and expect to continue to invest in our growth for the foreseeable future. If we fail to manage thisgrowth effectively, the success of our business model will be compromised.

We have experienced rapid growth in a relatively short period of time. Our revenue grew from $29.7 million in 2011 to$55.9 million in 2012 and $83.1 million in 2013. The number of our full-time employees increased from 301 as of December 31, 2011 to426 as of December 31, 2012 and 575 as of December 31, 2013, and we plan to hire a significant number of additional employees inthe future.

Our rapid growth has placed, and will continue to place, a significant strain on our administrative and operational infrastructure,facilities and other resources. Our ability to manage our operations and growth will require us to continue to expand our programmarketing and sales personnel, technology team, finance and administration teams, as well as our facilities and infrastructure. We willalso be required to refine our operational, financial and management controls and reporting systems and procedures. If we fail toefficiently manage this expansion of our business, our costs and expenses may increase more than we plan and we may notsuccessfully expand our client base, enhance our platform and technology-enabled services, develop new programs with new andexisting clients, attract a sufficient number of qualified students in a cost-effective manner, satisfy the requirements of our existingclients, respond to competitive challenges or otherwise execute our business plan. Although our business has experienced significantgrowth in the past, we cannot provide any assurance that our revenue will continue to grow at the same rate in the future.

Our ability to effectively manage any significant growth of our business will depend on a number of factors, including our abilityto:

• effectively recruit, integrate, train and motivate a large number of new employees, including our program marketing andtechnology teams, while retaining existing employees, maintaining the beneficial aspects of our corporate culture andeffectively executing our business plan;

• continue to improve our operational, financial and management controls;

• protect and further develop our strategic assets, including our intellectual property rights; and

• make sound business decisions in light of the scrutiny associated with operating as a public company.

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These activities will require significant capital expenditures and allocation of valuable management and employee resources,and our growth will continue to place significant demands on our management and our operational and financial infrastructure.

There are no guarantees that we will be able to effectively manage any future growth in an efficient, cost-effective or timelymanner, or at all. In particular, any failure to successfully implement systems enhancements and improvements will likely negativelyimpact our ability to manage our expected growth, ensure uninterrupted operation of key business systems and comply with the rulesand regulations that are applicable to public reporting companies. Moreover, if we do not effectively manage the growth of our businessand operations, the quality of our solutions could suffer, which could negatively affect our reputation, results of operations and overallbusiness.

We face competition from established as well as other emerging companies, which could divert clients to our competitors,result in pricing pressure and significantly reduce our revenue.

We expect existing competitors and new entrants to the online learning market to constantly revise and improve their businessmodels in response to challenges from competing businesses, including ours. If these or other market participants introduce new orimproved delivery of online education and technology-enabled services that we cannot match or exceed in a timely or cost-effectivemanner, our ability to grow our revenue and achieve profitability could be compromised.

Our primary competitors include EmbanetCompass and Deltak, which were acquired in 2012 by Pearson and John Wiley &Sons, respectively, both of which are large education and publishing companies. There are also several new and existing vendorsproviding some or all of the services we provide to other segments of the education market, and these vendors may pursue theinstitutions we target. In addition, colleges and universities may choose to continue using or develop their own online learning solutionsin-house, rather than pay for our solutions.

Some of our competitors and potential competitors have significantly greater resources than we do. Increased competition mayresult in pricing pressure for us in terms of the percentage of tuition and fees we are able to negotiate to receive from a client. Thecompetitive landscape may also result in longer and more complex sales cycles with a prospective client or a decrease in our marketshare among selective nonprofit colleges and universities seeking to offer online degree programs, any of which could negatively affectour revenue and future operating results and our ability to grow our business.

A number of competitive factors could cause us to lose potential client opportunities or force us to offer our solutions on lessfavorable economic terms, including:

• competitors may develop service offerings that our potential clients find to be more compelling than ours;

• competitors may adopt more aggressive pricing policies and offer more attractive sales terms, adapt more quickly to newtechnologies and changes in client and student requirements, and devote greater resources to the acquisition of qualifiedstudents than we can; and

• current and potential competitors may establish cooperative relationships among themselves or with third parties toenhance their products and expand their markets, and our industry is likely to see an increasing number of new entrantsand increased consolidation. Accordingly, new competitors or alliances among competitors may emerge and rapidlyacquire significant market share.

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We may not be able to compete successfully against current and future competitors. In addition, competition may intensify asour competitors raise additional capital and as established companies in other market segments or geographic markets expand intoour market segments or geographic markets. If we cannot compete successfully against our competitors, our ability to grow ourbusiness and achieve profitability could be impaired.

If for-profit postsecondary institutions, which offer online education alternatives different from ours, perform poorly, it couldtarnish the reputation of online education as a whole, which could impair our ability to grow our business.

For-profit postsecondary institutions, many of which provide course offerings predominantly online, are under intense regulatoryand other scrutiny, which has led to media attention that has sometimes portrayed that sector in an unflattering light. Some for-profitonline school operators have been subject to governmental investigations alleging the misuse of public funds, financial irregularities,and failure to achieve positive outcomes for students, including the inability to obtain employment in their fields. These allegations haveattracted significant adverse media coverage and have prompted legislative hearings and regulatory responses. These investigationshave focused on specific companies and individuals, and even entire industries in the case of recruiting practices by for-profit highereducation companies. Even though we do not market our solutions to these institutions, this negative media attention maynevertheless add to skepticism about online higher education generally, including our solutions.

The precise impact of these negative public perceptions on our current and future business is difficult to discern. If these fewsituations, or any additional misconduct, cause all online learning programs to be viewed by the public or policymakers unfavorably,we may find it difficult to enter into or renew contracts with selective colleges and universities or attract additional students for ourclients' programs. In addition, this perception could serve as the impetus for more restrictive legislation, which could limit our futurebusiness opportunities. Moreover, allegations of abuse of federal financial aid funds and other statutory violations against for-profithigher education companies could negatively impact our opportunity to succeed due to increased regulation and decreased demand.Any of these factors could negatively impact our ability to increase our client base and grow our clients' programs, which would makeit difficult to continue to grow our business.

If we do not retain our senior management team and key employees, we may not be able to sustain our growth or achieve ourbusiness objectives.

Our future success is substantially dependent on the continued service of our senior management team. Because of our smallnumber of clients and the significant nature of each new client relationship, our senior management team is heavily involved in theclient identification and sales process, and their expertise is critical in navigating the complex approval processes of large nonprofitcolleges and universities. We do not maintain key-person insurance on any of our employees, including our senior management team.The loss of the services of any individual on our senior management team could make it more difficult to successfully operate ourbusiness and pursue our business goals.

Our future success also depends heavily on the retention of our program marketing and sales, technology and contentdevelopment and support teams to continue to attract and retain qualified students in our clients' programs, thereby generating revenuefor us. In particular, our highly-skilled technology and content development employees provide the technical expertise underlying ourbundled technology-enabled services that support our clients' programs and the students enrolled in these programs. Competition forthese employees is intense. As a result, we may be unable to attract or retain these key personnel that are critical to our success,resulting in harm to our

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relationships with clients, loss of expertise or know-how and unanticipated recruitment and training costs.

We may need additional capital in the future to pursue our business objectives. Additional capital may not be available onfavorable terms, or at all, which could compromise our ability to grow our business.

We believe that our existing cash balances, in addition to the proceeds we receive from this offering and the available borrowingcapacity under our revolving line of credit, will be sufficient to meet our minimum anticipated cash requirements for at least the nexttwelve months. We may, however, need to raise additional funds to respond to business challenges or opportunities, accelerate ourgrowth, develop new programs or enhance our platform. If we seek to raise additional capital, it may not be available on favorable termsor may not be available at all. In addition, if we have borrowings outstanding under our credit facility, we may be restricted from usingthe net proceeds of financing transactions for our operating objectives. Lack of sufficient capital resources could significantly limit ourability to manage our business and to take advantage of business and strategic opportunities. Any additional capital raised through thesale of equity or debt securities with an equity component would dilute our stock ownership. If adequate additional funds are notavailable if and when needed, we may be required to delay, reduce the scope of, or eliminate material parts of our business strategy.

Our employees located outside of the United States and the international residents applying to and enrolling in our clients'programs expose us to international risks.

Operating in international markets requires significant resources and management attention and subjects us to regulatory,economic and political risks that are different from those in the United States. We have an office in Hong Kong for program marketingand student support. Because we have employees in Hong Kong, we are subject to Hong Kong's compensation and benefitsregulations, which differ from compensation and benefits regulations in the United States. Further, acquiring international applicantsand enrollments for our clients requires us to comply with international data privacy regulations of the countries from which our clientprograms draw applicants and enrollments. Since our inception, over 5,600 residents of over 170 foreign countries have applied to orbegun the application process for our clients' programs. Failure to comply with international regulations or to adequately adapt tointernational markets could harm our ability to successfully operate our business and pursue our business goals.

Future programs with colleges and universities outside the United States could expose us to risks inherent in internationaloperations.

One element of our growth strategy is to expand our international operations and establish a worldwide client base. We cannotassure you that our expansion efforts into international markets will be successful. Our experience with attracting clients in the UnitedStates may not be relevant to our ability to attract clients in other emerging markets. In addition, we would face risks in doingbusiness internationally that could constrain our operations and compromise our growth prospects, including:

• the need to localize and adapt online degree programs for specific countries, including translation into foreign languagesand ensuring that these programs enable our clients to comply with local education laws and regulations;

• data privacy laws that may require data to be handled in a specific manner;

• difficulties in staffing and managing foreign operations, including employment laws and regulations;

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• different pricing environments, longer sales cycles, longer accounts receivable payment cycles and collections issues;

• new and different sources of competition, and practices which may favor local competitors;

• weaker protection for intellectual property and other legal rights than in the United States and practical difficulties inenforcing intellectual property and other rights outside of the United States;

• compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations,including employment, tax, privacy and data protection, and anti-bribery laws and regulations such as the U.S. ForeignCorrupt Practices Act;

• increased financial accounting and reporting burdens and complexities;

• restrictions on the transfer of funds;

• adverse tax consequences, including the potential for required withholding taxes for our overseas employees; and

• unstable regional and economic political conditions.

Future agreements with international clients may provide for payments to us to be denominated in local currencies. In suchcase, fluctuations in the value of the U.S. dollar and foreign currencies could impact our operating results when translated into U.S.dollars, and we may not be able to engage in currency hedging activities to effectively limit the risk of exchange rate fluctuations.

We might not be able to utilize a significant portion of our net operating loss carryforwards, which could adversely affect ourprofitability.

As of December 31, 2013, we had federal and state net operating loss carryforwards of $86.1 million and $73.1 million,respectively, due to prior period losses, which if not utilized will begin to expire in 2029 and 2021 for federal and state purposes,respectively. These net operating loss carryforwards could expire unused and be unavailable to offset future income tax liabilities,which could adversely affect our profitability. In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, if acorporation undergoes an "ownership change," which is generally defined as a greater than 50% change, by value, in its equityownership over a three-year period, the corporation's ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset its post-change income may be limited. We have not completed an analysis to determine what, if any,impact any prior ownership change has had on our ability to utilize our net operating loss carryforwards. In addition, we mayexperience ownership changes in the future as a result of subsequent shifts in our stock ownership, including this offering. If wedetermine that an ownership change has occurred and our ability to use our historical net operating loss carryforwards is materiallylimited, it would harm our future operating results by increasing our future tax obligations.

We engage some individuals classified as independent contractors, not employees, and if federal or state law mandates thatthey be classified as employees, our business would be adversely impacted.

We engage independent contractors and are subject to the Internal Revenue Service regulations and applicable state lawguidelines regarding independent contractor classification. These regulations and guidelines are subject to judicial and agencyinterpretation, and it could be determined that the independent contractor classification is inapplicable. Further, if legal standards forclassification of independent contractors change, it may be necessary to modify our

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compensation structure for these personnel, including by paying additional compensation or reimbursing expenses. In addition, if ourindependent contractors are determined to have been misclassified as independent contractors, we would incur additional exposureunder federal and state law, workers' compensation, unemployment benefits, labor, employment and tort laws, including for priorperiods, as well as potential liability for employee benefits and tax withholdings. Any of these outcomes could result in substantialcosts to us, could significantly impair our financial condition and our ability to conduct our business as we choose, and could damageour reputation and our ability to attract and retain other personnel.

Risks Related to Regulation of Our Business and That of Our Clients

Our business model relies on client institutions complying with federal and state laws and regulations.

Higher education is heavily regulated. All of our clients participate in Title IV federal student financial assistance programs underthe Higher Education Act of 1965, as amended, or HEA, and are subject to extensive regulation by the U.S. Department of Education,or DOE, as well as various state agencies, licensing boards and accrediting commissions. To participate in the Title IV programs, aninstitution must receive and maintain authorization by the appropriate state education agencies, be accredited by an accreditingcommission recognized by the DOE, and be certified by the DOE as an eligible institution. If any of our clients were to be found to bein non-compliance with any of these laws, regulations, standards or policies, the client could lose some or all access to Title IVprogram funds, lose the ability to offer certain programs or lose their ability to operate in certain states, any of which could cause ourrevenue from that client's program to decline.

The regulations, standards and policies of our clients' regulators change frequently and are often subject to interpretation.Changes in, or new interpretations of, applicable laws, regulations or standards could compromise our clients' accreditation,authorization to operate in various states, permissible activities or use of federal funds under Title IV programs. We cannot predict withcertainty how the requirements applied by our clients' regulators will be interpreted, or whether our clients will be able to comply withthese requirements in the future.

Our activities are subject to federal and state laws and regulations and other requirements.

Although we are not an institution of higher education, we are required to comply with certain education laws and regulations asa result of our role as a service provider to higher education institutions, either directly or indirectly through our contractualarrangements with clients. See "Business — Education Laws and Regulations." Failure to comply with these laws and regulationscould result in breach of contract and indemnification claims and could cause damage to our reputation and impair our ability to growour business and achieve profitability.

Activities of the U.S. Congress could result in adverse legislation or regulatory action.

The process of re-authorization of the HEA is due to formally begin in 2014. Congressional hearings were held in 2013 and willcontinue to be scheduled by the U.S. Senate Committee on Health, Education, Labor and Pensions, the U.S. House ofRepresentatives Committee on Education and the Workforce and other Congressional committees regarding various aspects of theeducation industry, including accreditation matters, student debt, student recruiting, cost of tuition, distance learning, competency-based learning, student success and outcomes and other matters. In addition, President Obama has proposed a college ratinginitiative that would publish school ratings based upon measures of access, affordability and outcomes on the College Scorecard andcompare peer institutions.

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The increased scrutiny and results-based accountability initiatives in the education sector, as well as ongoing policy differencesin Congress regarding spending levels, could lead to significant changes in connection with the upcoming reauthorization of the HEAor otherwise. These changes may place additional regulatory burdens on postsecondary schools generally, and specific initiatives maybe targeted at companies like us that serve higher education. The adoption of any laws or regulations that limit our ability to provideour bundled services to our clients could compromise our ability to drive revenue through their programs or make our solutions lessattractive to them. Congress could also enact laws or regulations that require us to modify our practices in ways that could increaseour costs.

In addition, regulatory activities and initiatives of the DOE may have similar consequences for our business even in the absenceof Congressional action. The DOE is conducting an ongoing series of rulemakings intended to assure the integrity of the Title IVprograms. No assurances can be given as to how any new rules may affect our business.

Our business model, which depends on our ability to receive a share of tuition revenue as payment from our clients, has beenvalidated by a DOE "dear colleague" letter, but such validation is not codified by statute or regulation and may be subject tochange.

Each institution that participates in Title IV programs agrees it will not "provide any commission, bonus, or other incentivepayment based in any part, directly or indirectly, upon success in securing enrollments or the award of financial aid, to any person orentity who is engaged in any student recruitment or admission activity, or in making decisions regarding the award of title IV, HEAprogram funds." All of our clients participate in Title IV Programs.

Although this rule, referred to as the incentive compensation rule, generally prohibits entities or individuals from receivingincentive-based compensation payments for the successful recruitment, admission or enrollment of students, the DOE providedguidance in 2011 permitting tuition revenue-sharing arrangements known as the "bundled services rule." Our current business modelrelies heavily on the bundled services rule to enter into tuition revenue-sharing agreements with client colleges and universities. See"Business — Education Laws and Regulations."

Because the bundled services rule was promulgated in the form of agency guidance issued by the DOE in the form of a "dearcolleague" letter, or DCL, and is not codified by statute or regulation, there is risk that the rule could be altered or removed withoutprior notice, public comment period or other administrative procedural requirements that accompany formal agency rulemaking.Although the DCL represents the current policy of the DOE, the bundled services rule could be reviewed, altered or vacated in thefuture. In addition, the legal weight the DCL would carry in litigation over the propriety of any specific compensation arrangementsunder the HEA or the incentive compensation rule is uncertain. We can offer no assurances as to how the DCL would be interpretedby a court. The revision, removal or invalidation of the bundled services rule by Congress, the DOE or a court, whether in an actioninvolving our company or our clients, or in action that does not involve us, could require us to change our business model andrenegotiate the terms of our client contracts and could compromise our ability to generate revenue.

If we or our subcontractors or agents violate the incentive compensation rule, we could be liable to our clients for substantialfines, sanctions or other liabilities.

Even though the DCL clarifies that tuition revenue-sharing arrangements with our clients are permissible, we are still subject toother provisions of the incentive compensation rule that prohibit us from offering to our employees who are involved with or responsiblefor recruiting or admissions activities any bonus or incentive-based compensation based on the successful identification, admission orenrollment of students into any institution. If we or our subcontractors or agents

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violate the incentive compensation rule, we could be liable to our clients for substantial fines, sanctions or other liabilities, includingliabilities related to "whistleblower" claims under the federal False Claims Act. Any such claims, even if without merit, could require usto incur significant costs to defend the claim, distract management's attention and damage our reputation.

If we or our subcontractors or agents violate the misrepresentation rule, or similar federal and state regulatory requirements,we could face fines, sanctions and other liabilities.

We are required to comply with other regulations promulgated by the DOE that affect our student acquisition activities,including the misrepresentation rule. The misrepresentation rule is broad in scope and applies to statements our employees,subcontractors or agents may make about the nature of a client's program, a client's financial charges or the employability of a client'sprogram graduates. A violation of this rule or other federal or state regulations applicable to our marketing activities by an employee,subcontractor or agent performing services for clients could hurt our reputation, result in the termination of client contracts, require usto pay fines or other monetary penalties and require us to pay the fees associated with indemnifying a client from private claims orgovernment investigations.

If our clients fail to maintain their state authorizations, or we or our clients violate other state laws and regulations, studentsin their programs could be adversely affected and we could lose our ability to operate in that state and provide services to ourclients.

Our clients must be authorized in certain states to offer online programs, engage in recruiting and operate externships,internships, clinical training or other forms of field experience, depending on state law. The loss of or failure to obtain stateauthorization would, among other things, limit a client's ability to enroll students in that state, render the client and its studentsineligible to participate in Title IV programs in that state, diminish the attractiveness of the client's program and ultimately compromiseour ability to generate revenue and become profitable.

In addition, if we or any of our clients fail to comply with any state agency's rules, regulations or standards beyondauthorizations, the state agency could limit the ability of the client to offer programs in that state or limit our ability to perform ourcontractual obligations to our client in that state.

If our clients fail to maintain institutional or programmatic accreditation for their programs, our revenue could be materiallyaffected.

The loss or suspension of a client's accreditation or other adverse action by the client's institutional or programmatic accreditorwould render the institution or its program ineligible to participate in Title IV programs, could prevent the client from offering certaineducational programs and could make it impossible for the graduates of the client's program to practice the profession for which theytrained. If any of these results occurs, it could hurt our ability to generate revenue from that program.

Our future growth could be impaired if our clients fail to obtain timely approval from applicable regulatory agencies to offernew programs, make substantive changes to existing programs or expand their programs into or within certain states.

Our clients are required to obtain the appropriate approvals from the DOE and applicable state and accrediting regulatoryagencies for new programs or locations, which may be conditioned, delayed or denied in a manner that could impair our strategicplans and future growth. Education regulatory agencies are generally experiencing significant increases in the volume of requests forapprovals as a result of new distance learning programs and adjustments to the

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significant volume of new regulations over the last several years. Regulatory capacity constraints have resulted in delays to variousapprovals our client institutions are requesting, and such delays could in turn delay the timing of our ability to generate revenue fromour clients' programs.

If more state agencies require specialized approval of our clients' programs, our operating costs could rise significantly,approval times could lag or we could be prohibited from operating in certain states.

In addition to state licensing agencies, our clients may be required to obtain approval from professional licensing boards incertain states to offer specialized programs in specific fields of study. Currently, relatively few states require institutions to obtainprofessional board approval for their professional programs when offered online. However, more states could pass laws requiringprofessional programs offered by our clients, such as graduate programs in teaching or nursing, to obtain approval from stateprofessional boards. If a significant number of states pass additional laws requiring schools to obtain professional board approval, thecost of obtaining all necessary state approvals could dramatically increase, which could make our solutions less attractive to clients,and our clients could be barred from operating in some states entirely.

If the personally identifiable information we collect from students is unlawfully acquired, accessed or obtained, we could berequired to pay substantial fines and bear the cost of investigating the data breach and providing notice to individuals whosepersonally identifiable information was unlawfully accessed.

In providing services to our clients, we collect personally identifiable information from students and prospective students, suchas names, social security numbers and birth dates. In the event that the personally identifiable information is unlawfully accessed oracquired, the majority of states have laws that require institutions to investigate and immediately disclose the data breach to students,usually in writing. Under the terms of our contracts with our clients, we would be responsible for the costs of investigating anddisclosing these data breaches to the clients' students. In addition to costs associated with investigating and fully disclosing a databreach in such instances, we could be subject to substantial monetary fines or private claims by affected parties and our reputationwould likely be harmed.

We are required to comply with The Family Educational Rights and Privacy Act, or FERPA, and failure to do so could harmour reputation and negatively affect our business.

FERPA generally prohibits an institution of higher education from disclosing personally identifiable information from a student'seducation records without the student's consent. Our clients and their students disclose to us certain information that originates fromor comprises a student education record under FERPA. As an entity that provides services to institutions, we are indirectly subject toFERPA, and we may not transfer or otherwise disclose any personally identifiable information from a student record to another partyother than in a manner permitted under the statute. If we violate FERPA, it could result in a material breach of contract with one ormore of our clients and could harm our reputation. Further, in the event that we disclose student information in violation of FERPA, theDOE could require a client to suspend our access to their student information for at least five years.

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Risks Related to Intellectual Property

We operate in an industry with extensive intellectual property litigation. Claims of infringement against us may hurt ourbusiness.

Our success depends, in part, upon our ability to avoid infringing intellectual property rights owned by others and being able toresolve claims of intellectual property infringement without major financial expenditures or adverse consequences. The technology andsoftware fields generally are characterized by extensive intellectual property litigation and many companies that own, or claim to own,intellectual property have aggressively asserted their rights. From time to time, we may be subject to legal proceedings and claimsrelating to the intellectual property rights of others, and we expect that third parties will assert intellectual property claims against us,particularly as we expand the complexity and scope of our business. In addition, our client agreements require us to indemnify ourclients against claims that our solutions infringe the intellectual property rights of third parties.

Future litigation may be necessary to defend ourselves or our clients from intellectual property infringement claims or toestablish our proprietary rights. Some of our competitors have substantially greater resources than we do and would be able to sustainthe costs of complex intellectual property litigation to a greater degree and for longer periods of time than we could. In addition, patentholding companies that focus solely on extracting royalties and settlements by enforcing patent rights may target us. Regardless ofwhether claims that we are infringing patents or other intellectual property rights have any merit, these claims are time-consuming andcostly to evaluate and defend and could:

• hurt our reputation;

• adversely affect our relationships with our current or future clients;

• cause delays or stoppages in providing our solutions;

• divert management's attention and resources;

• require technology changes to our software that could cause us to incur substantial cost;

• subject us to significant liabilities; and

• require us to cease some or all of our activities.

In addition to liability for monetary damages against us, which may include attorneys' fees, treble damages in the event of afinding of willful infringement, or, in some circumstances, damages against our clients, we may be prohibited from developing,commercializing or continuing to provide some or all of our bundled technology-enabled solutions unless we obtain licenses from, andpay royalties to, the holders of the patents or other intellectual property rights, which may not be available on commercially favorableterms, or at all.

We may incur liability for the unauthorized duplication, distribution or other use of materials posted online.

In some instances, university personnel or students, or our employees or independent contractors, may post to our platformvarious articles or other third-party content for use in class discussions or within asynchronous lessons. The laws governing the fairuse of these third-party materials are imprecise and adjudicated on a case-by-case basis, which makes it challenging to adopt andimplement appropriately balanced institutional policies governing these practices. As a result, we could incur liability to third parties forthe unauthorized duplication, distribution or other use of this material. Any such claims could subject us to costly litigation andimpose a significant strain on our financial resources and management personnel regardless of whether the claims have

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merit. Our various liability insurance coverages may not cover potential claims of this type adequately or at all, and we may berequired to alter or cease our uses of such material, which may include changing or removing content from courses or altering thefunctionality of our platform, or to pay monetary damages.

Our failure to protect our intellectual property rights could diminish the value of our solutions, weaken our competitiveposition and reduce our revenue.

We regard the protection of our intellectual property, which includes trade secrets, copyrights, trademarks, domain names andpatent applications, as critical to our success. We protect our proprietary information from unauthorized use and disclosure byentering into confidentiality agreements with any party who may come in contact with such information. We also seek to ensure thatwe own intellectual property created for us by signing agreements with employees, independent contractors, consultants, companiesand any other third party who may create intellectual property for us that assign their copyright and patent rights to us. However, thesearrangements and the other steps we have taken to protect our intellectual property may not prevent the misappropriation of ourproprietary information or deter independent development of similar technologies by others.

We have also recently begun seeking patent protection for our processes, including one patent application pending in theUnited States. This pending application is directed to computer-implemented processes that facilitate asynchronous studentresponses to teacher questions. We cannot predict whether this pending patent application will result in an issued patent that willeffectively protect our intellectual property. Even if a patent issues, the patent may be circumvented or its validity may be challenged inproceedings before the U.S. Patent and Trademark Office. In addition, we cannot assure you that every significant feature of ourproducts and services will be protected by any patent or patent application.

We also pursue the registration of our domain names, trademarks and service marks in the United States and in jurisdictionsoutside the United States. However, third parties may knowingly or unknowingly infringe on our trademark or service mark rights, thirdparties may challenge our trademark or service mark rights, and pending or future trademark or service mark applications may not beapproved. In addition, effective trademark protection may not be available in every country in which we operate or intend to operate. Inany or all cases, we may be required to expend significant time and expense to prevent infringement or enforce our rights.

Monitoring unauthorized use of our intellectual property is difficult and costly. Our efforts to protect our proprietary rights maynot be adequate to prevent misappropriation of our intellectual property. Further, we may not be able to detect unauthorized use of, ortake appropriate steps to enforce, our intellectual property rights. Our competitors may also independently develop similar technology.In addition, the laws of many countries may not protect our proprietary rights to as great an extent as do the laws of the United States.Further, the laws in the United States and elsewhere change rapidly, and any future changes could adversely affect us and ourintellectual property rights. Our failure to meaningfully protect our intellectual property could result in competitors offering services thatincorporate our most technologically advanced features, which could seriously reduce demand for our solutions. In addition, we may inthe future need to initiate litigation such as infringement or administrative proceedings, to protect our intellectual property rights.Litigation, whether we are a plaintiff or a defendant, can be expensive, time-consuming and may divert the efforts of our technical staffand managerial personnel, whether or not such litigation results in a determination that is unfavorable to us. In addition, litigation isinherently uncertain, and thus we may not be able to stop our competitors from infringing upon our intellectual property rights.

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Our use of "open source" software could negatively affect our ability to offer our solutions and subject us to possiblelitigation.

A substantial portion of our cloud-based platform and our solutions incorporates so-called "open source" software, and we mayincorporate additional open source software in the future. Open source software is generally freely accessible, usable and modifiable.Certain open source licenses may, in certain circumstances, require us to offer our solutions that incorporate the open sourcesoftware for no cost, that we make available source code for modifications or derivative works we create based upon, incorporating orusing the open source software and that we license such modifications or derivative works under the terms of the particular opensource license. If an author or other third party that distributes open source software we use were to allege that we had not compliedwith the conditions of one or more of these licenses, we could be required to incur significant legal expenses defending against suchallegations and could be subject to significant damages, including being enjoined from the offering of our solutions that contained theopen source software and being required to comply with the foregoing conditions, which could disrupt our ability to offer the affectedsolutions. We could also be subject to suits by parties claiming ownership of what we believe to be open source software. Litigationcould be costly for us to defend, have a negative effect on our operating results and financial condition and require us to devoteadditional research and development resources to change our products.

Individuals that appear in content hosted on our platform may claim violation of their rights.

Faculty and students that appear in video segments hosted on our platform may claim that proper assignments, licenses,consents and releases were not obtained for use of their likenesses, images or other contributed content. Our clients are contractuallyrequired to ensure that proper assignments, licenses, consents and releases are obtained for their course material, but we cannotknow with certainty that they have obtained all necessary rights. Moreover, the laws governing rights of publicity and privacy, and thelaws governing faculty ownership of course content, are imprecise and adjudicated on a case-by-case basis, such that theenforcement of agreements to transfer the necessary rights is unclear. As a result, we could incur liability to third parties for theunauthorized duplication, display, distribution or other use of this material. Any such claims could subject us to costly litigation andimpose a significant strain on our financial resources and management personnel regardless of whether the claims have merit. Ourvarious liability insurance coverages may not cover potential claims of this type adequately or at all, and we may be required to alter orcease our use of such material, which may include changing or removing content from courses, or to pay monetary damages.Moreover, claims by faculty and students could damage our reputation, regardless of whether such claims have merit.

Risks Related to this Offering, Ownership of Our Common Stock and Our Status as a Public Company

Our quarterly operating results have fluctuated in the past and may do so in the future, which could cause our stock price todecline.

Our quarterly operating results have historically fluctuated due to seasonality and changes in our business, and our futureoperating results may vary significantly from quarter to quarter due to a variety of factors, many of which are beyond our control. Youshould not rely on period-to-period comparisons of our operating results as an indication of our future performance. Factors that maycause fluctuations in our quarterly operating results include, but are not limited to, the following:

• the timing of our costs incurred in connection with the launch of new programs and the delay in receiving revenue fromthese new programs, which delay may last for several years;

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• seasonal variation driven by the semester schedules for our clients' programs, which may vary from year to year;

• changes in the student enrollment and retention levels in our clients' programs from one term to the next;

• changes in our key metrics or the methods used to calculate our key metrics;

• changes in our clients' tuition rates;

• the timing and amount of our program marketing and sales expenses;

• costs necessary to improve and maintain our software platform; and

• changes in the prospects of the economy generally, which could alter current or prospective clients' or students'spending priorities, or could increase the time it takes us to launch new client programs.

Our operating results may fall below the expectations of market analysts and investors in some future periods, which couldcause the market price of our common stock to decline substantially.

An active trading market for our common stock may not develop and you may not be able to resell your shares of ourcommon stock at or above the initial offering price, if at all.

Prior to this offering, there has been no public market for our common stock. The initial public offering price for our commonstock will be determined through negotiations with the underwriters and may not be indicative of the price at which our common stockwill trade upon completion of this offering. Although we have applied to list our common stock on the NASDAQ Global Market, anactive trading market for our shares may never develop or be sustained following this offering. If an active market for our common stockdoes not develop or is not sustained, it may be difficult for you to sell shares you purchased in this offering at an attractive price or atall.

The trading price of the shares of our common stock may be volatile, and purchasers of our common stock could incursubstantial losses.

Our stock price may be volatile. The stock market in general and the market for technology companies in particular haveexperienced extreme volatility that has often been unrelated to the operating performance of particular companies. As a result of thisvolatility, investors may not be able to sell their common stock at or above the price paid for the shares. The market price for ourcommon stock may be influenced by many factors, including:

• actual or anticipated variations in our operating results;

• changes in financial estimates by us or by any securities analysts who might cover our stock;

• conditions or trends in our industry;

• stock market price and volume fluctuations of comparable companies and, in particular, those that operate in thesoftware and information technology industries;

• announcements by us or our competitors of new product or service offerings, significant acquisitions, strategicpartnerships or divestitures;

• announcements of investigations or regulatory scrutiny of our operations or lawsuits filed against us;

• capital commitments;

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• investors' general perception of our company and our business;

• recruitment or departure of key personnel; and

• sales of our common stock, including sales by our directors and officers or specific stockholders.

In addition, in the past, stockholders have initiated class action lawsuits against technology companies following periods ofvolatility in the market prices of these companies' stock. Such litigation, if instituted against us, could cause us to incur substantialcosts and divert management's attention and resources from our business.

If equity research analysts do not publish research or reports, or publish unfavorable research or reports, about us, ourbusiness or our market, our stock price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that equity research analysts publishabout us and our business. We do not currently have and may never obtain research coverage by equity research analysts. Equityresearch analysts may elect not to provide research coverage of our common stock after the completion of this offering, and such lackof research coverage may adversely affect the market price of our common stock. In the event we do have equity research analystcoverage, we will not have any control over the analysts or the content and opinions included in their reports. The price of our stockcould decline if one or more equity research analysts downgrade our stock or issue other unfavorable commentary or research. If oneor more equity research analysts ceases coverage of our company or fails to publish reports on us regularly, demand for our stockcould decrease, which in turn could cause our stock price or trading volume to decline.

If you purchase shares of our common stock in this offering, you will suffer immediate dilution of your investment.

We expect the initial public offering price of our common stock to be substantially higher than the net tangible book value pershare of our common stock. Therefore, if you purchase shares of our common stock in this offering, you will pay a price per share thatsubstantially exceeds our pro forma net tangible book value per share after this offering. Based on an assumed initial public offeringprice of $12.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, you will experienceimmediate dilution of $9.95 per share, representing the difference between our pro forma as adjusted net tangible book value per shareafter giving effect to this offering and the assumed initial public offering price.

In addition, as of December 31, 2013, we had outstanding stock options to purchase an aggregate of 5,883,885 shares ofcommon stock at a weighted-average exercise price of $3.53 per share and outstanding warrants to purchase 83,818 shares of ourcommon stock, assuming the conversion of redeemable convertible preferred stock issuable upon the exercise of the warrants tocommon stock upon completion of this offering, each at an exercise price of $7.81 per share. To the extent these outstanding optionsand warrants are exercised, there will be further dilution to investors in this offering.

A significant portion of our total outstanding shares are restricted from immediate resale but may be sold into the market inthe near future. This could cause the market price of our common stock to drop significantly, even if our business is doingwell.

Sales of a substantial number of shares of our common stock in the public market could occur at any time. If our stockholderssell, or the market perceives that our stockholders intend to

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sell, substantial amounts of our common stock in the public market following this offering, the market price of our common stock coulddecline significantly.

Upon completion of this offering, we will have outstanding 39,467,538 shares of common stock, assuming no exercise ofoutstanding options or warrants other than the options to purchase 196,741 shares that we expect to be exercised by some of theselling stockholders in connection with this offering. Of these shares, the 9,175,000 shares sold in this offering will be freely tradable,and substantially all of the remaining shares of common stock will be available for sale in the public market beginning 180 days afterthe date of this prospectus following the expiration of lock-up agreements between the underwriters and our officers, directors, holdersof substantially all of our outstanding capital stock and the selling stockholders. The representatives of the underwriters may releasethese stockholders from their lock-up agreements with the underwriters at any time and without notice, which would allow for earliersales of shares in the public market.

In addition, promptly following the completion of this offering, we intend to file one or more registration statements on Form S-8registering the issuance of approximately 8.6 million shares of common stock subject to options or other equity awards issued orreserved for future issuance under our equity incentive plans. Shares registered under these registration statements on Form S-8 willbe available for sale in the public market subject to vesting arrangements and exercise of options, the lock-up agreements describedabove and, in the case of our affiliates, the restrictions of Rule 144.

Additionally, after this offering, the holders of an aggregate of approximately 29.8 million shares of our common stock and83,818 shares of our common stock issuable upon the exercise of outstanding warrants, or their transferees, will have rights, subjectto some conditions, to require us to file one or more registration statements covering their shares or to include their shares inregistration statements that we may file for ourselves or other stockholders. If we were to register the resale of these shares, theycould be freely sold in the public market. If these additional shares are sold, or if it is perceived that they will be sold, in the publicmarket, the trading price of our common stock could decline.

Provisions in our corporate charter documents and under Delaware law may prevent or frustrate attempts by our stockholdersto change our management and hinder efforts to acquire a controlling interest in us, and the market price of our commonstock may be lower as a result.

Provisions in our amended and restated certificate of incorporation and amended and restated bylaws, as they will be in effectfollowing this offering, may make it difficult for a third party to acquire, or attempt to acquire, control of our company, even if a changein control is considered favorable by you and other stockholders. For example, our board of directors will have the authority to issue upto 5,000,000 shares of preferred stock. The board of directors can fix the price, rights, preferences, privileges, and restrictions of thepreferred stock without any further vote or action by our stockholders. An issuance of shares of preferred stock may result in the lossof voting control to other stockholders, which could delay or prevent a change in control transaction. As a result, the market price ofour common stock and the voting and other rights of our stockholders may be adversely affected.

Our charter documents will also contain other provisions that could have an anti-takeover effect, including:

• only one of our three classes of directors will be elected each year;

• stockholders will not be entitled to remove directors other than by a 66 2 / 3 % vote and only for cause;

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• stockholders will not be permitted to take actions by written consent;

• stockholders will not be permitted to call a special meeting of stockholders; and

• stockholders will be required to give us advance notice of their intention to nominate directors or submit proposals forconsideration at stockholder meetings.

In addition, we are subject to the anti-takeover provisions of Section 203 of the Delaware General Corporation Law, whichregulates corporate acquisitions by prohibiting Delaware corporations from engaging in specified business combinations with particularstockholders of those companies. These provisions could discourage potential acquisition proposals and could delay or prevent achange in control transaction. They could also have the effect of discouraging others from making tender offers for our common stock,including transactions that may be in your best interests. These provisions may also prevent changes in our management or limit theprice that investors are willing to pay for our stock.

Concentration of ownership of our common stock among our existing executive officers, directors and principal stockholdersmay prevent new investors from influencing significant corporate decisions.

Upon completion of this offering, our executive officers, directors and current beneficial owners of 5% or more of our commonstock and their respective affiliates will, in the aggregate, beneficially own approximately 60% of our outstanding common stock. As aresult, these persons, if they were to act together, would be able to significantly influence all matters requiring stockholder approval,including the election and removal of directors, any merger, consolidation, sale of all or substantially all of our assets, or othersignificant corporate transactions.

Some of these persons or entities may have interests different than yours. For example, because many of these stockholderspurchased their shares at prices substantially below the price at which shares are being sold in this offering and have held their sharesfor a longer period, they may be more interested in selling our company to an acquirer than other investors, or they may want us topursue strategies that deviate from the interests of other stockholders.

We are an "emerging growth company" and as a result of the reduced disclosure and governance requirements applicable toemerging growth companies, our common stock may be less attractive to investors.

We are an "emerging growth company" as defined in the Jumpstart Our Business Startups Act of 2012, or JOBS Act, and weintend to take advantage of some of the exemptions from reporting requirements that are applicable to other public companies that arenot emerging growth companies, including not being required to comply with the auditor attestation requirements of Section 404 of theSarbanes-Oxley Act of 2002, or Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodicreports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensationand stockholder approval of any golden parachute payments not previously approved. We cannot predict if investors will find ourcommon stock less attractive because we will rely on these exemptions. If some investors find our common stock less attractive as aresult, there may be a less active trading market for our common stock and our stock price may be more volatile. We may takeadvantage of these reporting exemptions until we are no longer an emerging growth company. We will remain an emerging growthcompany until the earlier of (1) the last day of the fiscal year (a) following the fifth anniversary of the completion of this offering, (b) inwhich we have total annual gross revenue of at least $1.0 billion, or (c) in which we are deemed to be a large accelerated filer, whichmeans the market value of our common stock that is held by non-affiliates

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exceeds $700 million as of the prior June 30th, and (2) the date on which we have issued more than $1.0 billion in non-convertible debtduring the prior three-year period.

Under Section 107(b) of the JOBS Act, emerging growth companies can delay adopting new or revised accounting standardsuntil such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemptionfrom new or revised accounting standards and, therefore, we will be subject to the same new or revised accounting standards as otherpublic companies that are not emerging growth companies.

If we fail to maintain proper and effective internal controls, our ability to produce accurate financial statements on a timelybasis could be impaired.

After the completion of this offering, we will be subject to the reporting requirements of the Securities Exchange Act of 1934,the Sarbanes-Oxley Act and the rules and regulations of the NASDAQ Global Market. The Sarbanes-Oxley Act requires, among otherthings, that we maintain effective disclosure controls and procedures and internal control over financial reporting. Commencing with ourfiscal year ending December 31, 2015, we must perform system and process evaluation and testing of our internal control overfinancial reporting to allow management to report on the effectiveness of our internal control over financial reporting in our Form 10-Kfiling for that year, as required by Section 404 of the Sarbanes-Oxley Act. This will require that we incur substantial additionalprofessional fees and internal costs to expand our accounting and finance functions and that we expend significant managementefforts. Prior to this offering, we have never been required to test our internal controls within a specified period, and, as a result, wemay experience difficulty in meeting these reporting requirements in a timely manner.

We may discover weaknesses in our system of internal financial and accounting controls and procedures that could result in amaterial misstatement of our financial statements. For example, in connection with the audit of our financial statements for the yearsended December 31, 2011, 2012 and 2013, our independent registered public accounting firm identified a material weakness in thedesign and operation of our control over financial reporting, which is described in more detail in the next risk factor. In addition, ourinternal control over financial reporting will not prevent or detect all error and all fraud. A control system, no matter how well designedand operated, can provide only reasonable, not absolute, assurance that the control system's objectives will be met. Because of theinherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error orfraud will not occur or that all control issues and instances of fraud will be detected.

If we are not able to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, or if we areunable to maintain proper and effective internal controls, we may not be able to produce timely and accurate financial statements. Ifthat were to happen, the market price of our stock could decline and we could be subject to sanctions or investigations by the stockexchange on which our common stock is listed, the Securities and Exchange Commission, or SEC, or other regulatory authorities.

If we are unable to successfully remediate the existing material weakness in our internal control over financial reporting, or ifother material weaknesses exist in the future, the accuracy and timing of our financial reporting may be compromised.

In conducting its audit of our consolidated financial statements as of and for the years ended December 31, 2011, 2012 and2013, our independent registered public accounting firm identified control deficiencies in the design and operation of our internal controlover financial reporting that together constituted a material weakness in our internal control over financial reporting. A materialweakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting

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such that there is a reasonable possibility that a material misstatement of our financial statements will not be prevented or detected ona timely basis. The unremediated material weakness identified specifically relates to inadequacy in the segregation of duties in ouraccounting processes and our monitoring controls. Accordingly, our internal control over financial reporting was not designed oroperating effectively. As a result, there were adjustments required in connection with closing our books and records and preparing ourfinancial statements as of and for the years ended December 31, 2011 and 2012, but there were no adjustments required inconnection with closing our books and records and preparing our financial statements as of and for the year ended December 31,2013. We cannot assure you that we have identified all of our existing material weaknesses.

In response to the identified material weakness, we are in the process of implementing procedures and controls designed tomitigate the material weakness and underlying significant deficiencies. For example, we have expanded our in-house accounting andfinance resources, including hiring ten experienced employees in this function since April 2012, including our Chief Financial Officer.We have also implemented enhanced review procedures, begun a comprehensive documentation of our internal controls andprocedures and implemented more formal procedures for the evaluation of non-routine judgments and estimates. In addition, during2014 we expect to formalize roles and responsibilities within our accounting and finance function, expand our monitoring controls,implement a business process and internal controls management function and complete the documentation of our internal controlsand procedures.

Despite our efforts, we have not yet remediated our material weakness, and there is no assurance that we will be able toremediate the material weakness in a timely manner, or at all. Additionally, we cannot guarantee that, in the future, additional materialweaknesses will not exist or otherwise be discovered. If our efforts to remediate the material weakness identified are not successful, orif other material weaknesses or other deficiencies occur, our ability to accurately and timely report our financial position could beimpaired, which could result in late filings of our annual and quarterly reports under the Exchange Act, restatements of ourconsolidated financial statements, a decline in our stock price, suspension or delisting of our common stock from the NASDAQ GlobalMarket, and could adversely affect our reputation, results of operations and financial condition.

We will have broad discretion in the use of proceeds we receive from this offering and may invest or spend the proceeds inways with which you do not agree and in ways that may not increase the value of your investment.

We will have broad discretion over the use of proceeds we receive from this offering. You may not agree with our decisions, andour use of the proceeds we receive may not yield any return on your investment. As described elsewhere in this prospectus, weexpect to use the net proceeds to us from this offering for program marketing and sales expenses to drive new student enrollments inour clients' programs, technology and content development expenses to support those programs and ongoing spending on servicesand support. Our failure to apply the net proceeds we receive effectively could compromise our ability to pursue our growth strategyand we might not be able to yield a significant return, if any, on our investment of these net proceeds. You will not have the opportunityto influence our decisions on how to use our net proceeds from this offering.

Because we do not anticipate paying any cash dividends on our common stock in the foreseeable future, capitalappreciation, if any, will be your sole source of gains and you may never receive a return on your investment.

You should not rely on an investment in our common stock to provide dividend income. We have not declared or paid cashdividends on our common stock to date. We currently intend to

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retain our future earnings, if any, to fund the development and growth of our business. In addition, the terms of our existing creditfacility preclude, and the terms of any future debt agreements is likely to similarly preclude, us from paying dividends. As a result,capital appreciation, if any, of our common stock will be your sole source of gain for the foreseeable future. Investors seeking cashdividends should not purchase our common stock.

We will incur increased costs and demands upon management as a result of being a public company.

As a public company listed in the United States, we will incur significant additional legal, accounting and other costs. Theseadditional costs could negatively affect our financial results. In addition, changing laws, regulations and standards relating to corporategovernance and public disclosure, including regulations implemented by the SEC and the NASDAQ Global Market, may increase legaland financial compliance costs and make some activities more time-consuming. These laws, regulations and standards are subject tovarying interpretations and, as a result, their application in practice may evolve over time as new guidance is provided by regulatoryand governing bodies. We intend to invest resources to comply with evolving laws, regulations and standards, and this investment mayresult in increased general and administrative expenses and a diversion of management's time and attention from revenue-generatingactivities to compliance activities. If, notwithstanding our efforts to comply with new laws, regulations and standards, we fail to comply,regulatory authorities may initiate legal proceedings against us and our business may be harmed.

Failure to comply with these rules might also make it more difficult for us to obtain some types of insurance, including directorand officer liability insurance, and we might be forced to accept reduced policy limits and coverage or incur substantially higher coststo obtain the same or similar coverage. The impact of these events could also make it more difficult for us to attract and retain qualifiedpersons to serve on our board of directors, on committees of our board of directors or as members of senior management.

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SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements that involve substantial risks and uncertainties. The forward-lookingstatements are contained principally in the sections entitled "Prospectus Summary," "Risk Factors," "Management's Discussion andAnalysis of Financial Condition and Results of Operations" and "Business," but are also contained elsewhere in this prospectus. Insome cases, you can identify forward-looking statements by the words "may", "might", "will", "could", "would", "should", "expect","intend", "plan", "objective", "anticipate", "believe", "estimate", "predict", "project", "potential", "continue" and "ongoing", or thenegative of these terms, or other comparable terminology intended to identify statements about the future. These statements involveknown and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance orachievements to be materially different from the information expressed or implied by these forward-looking statements. Although webelieve that we have a reasonable basis for each forward-looking statement contained in this prospectus, we caution you that thesestatements are based on a combination of facts and factors currently known by us and our expectations of the future, about which wecannot be certain. Forward-looking statements include statements about:

• trends in the higher education market and the market for online education, and expectations for growth in those markets;

• the acceptance, adoption and growth of online learning by colleges and universities, faculty, students, employers,accreditors and state and federal licensing bodies;

• the potential benefits of our solutions to clients and students;

• anticipated launch dates of new client programs;

• the predictability, visibility and recurring nature of our business model;

• our ability to acquire new clients and expand program offerings with existing clients, including in the international,undergraduate and doctoral markets;

• our ability to continue to acquire prospective students for our clients' programs;

• our ability to affect or increase student retention in our clients' programs;

• our growth strategy;

• the scalability of our platform;

• our expected expenses in future periods and their relationship to revenue;

• potential changes in regulations applicable to us or our clients; and

• the amount of time that we expect our cash balances and other available financial resources to be sufficient to fund ouroperations.

You should refer to the "Risk Factors" section of this prospectus for a discussion of important factors that may cause ouractual results to differ materially from those expressed or implied by our forward-looking statements. As a result of these factors, wecannot assure you that the forward-looking statements in this prospectus will prove to be accurate. Furthermore, if our forward-lookingstatements prove to be inaccurate, the inaccuracy may be material. In light of the significant uncertainties in these forward-lookingstatements, you should not regard these statements as a representation or warranty by us or any other person that we will achieve ourobjectives and plans in any specified timeframe, or at all. We undertake no obligation to publicly update any forward-lookingstatements, whether as a result of new information, future events or otherwise, except as required by law.

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to theregistration statement, of which this prospectus is a part, completely and with the understanding that our actual future results may bematerially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

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USE OF PROCEEDS

We estimate that the net proceeds from our issuance and sale of 8,000,000 shares of our common stock in this offering will beapproximately $85.8 million, or approximately $96.3 million if the underwriters' option to purchase additional shares is exercised in full,based upon an assumed initial public offering price of $12.00 per share, which is the midpoint of the price range set forth on the coverpage of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offering expenses payableby us. We will not receive any of the proceeds from the sale of shares by the selling stockholders, although we will bear the costs,other than underwriting discounts and commissions, associated with those sales.

Each $1.00 increase or decrease in the assumed initial public offering price of $12.00 per share would increase or decrease thenet proceeds to us from this offering by approximately $7.4 million, assuming that the number of shares offered by us, as set forth onthe cover page of this prospectus, remains the same.

The principal purposes of this offering are to create a public market for our common stock and to facilitate our future access tothe public equity markets, as well as to obtain additional capital. We intend to use all of the net proceeds we receive from this offeringfor program marketing and sales expenses to drive new student enrollments in our clients' programs, as well as to fund technology andcontent development expenses to support those programs and ongoing spending on services and support. The amount and timing ofspecific expenses for each program will depend on the timing for launch of new programs as well as market demand for existing andnew programs. To the extent we have any remaining proceeds, we expect to use them for working capital and other general corporatepurposes.

We may also elect to use a portion of the net proceeds we receive from this offering for the future acquisition of, or investmentin, complementary businesses, products or technologies. However we do not have any current agreements or commitments for anyspecific acquisitions or investments, and we have not allocated specific amounts of net proceeds we receive for any of these purposes.

Our management will have broad discretion in the application of the net proceeds we receive, and investors will be relying on thejudgment of our management regarding the application of our net proceeds of this offering. The timing and amount of our actualexpenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business. Pendinguse of the proceeds as described above, we intend to invest these net proceeds in short-term, interest bearing obligations, investment-grade instruments, certificates of deposit or direct or guaranteed obligations of the United States.

DIVIDEND POLICY

We have never declared or paid any dividends on our common stock. We anticipate that we will retain all of our future earnings,if any, for use in the operation and expansion of our business and do not anticipate paying cash dividends in the foreseeable future.Additionally, our ability to pay dividends on our common stock is limited by restrictions under the terms of the agreements governingour credit facility, and the terms of any future loan agreement into which we may enter or any additional debt securities we may issueare likely to contain similar restrictions on the payment of dividends.

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CAPITALIZATION

The following table sets forth our cash and cash equivalents and our capitalization as of December 31, 2013:

• on an actual basis;

• on a pro forma basis to give effect to:

• the filing of our amended and restated certificate of incorporation concurrently with the closing of this offering;

• the conversion of the outstanding shares of our redeemable convertible preferred stock into an aggregate of23,501,208 shares of our common stock, which will occur automatically upon the closing of this offering;

• the conversion of our outstanding warrants to purchase Series D redeemable convertible preferred stock intowarrants to purchase 83,818 shares of our common stock, which will occur automatically upon the closing of thisoffering;

• the reclassification of the Series D warrant liability to additional paid-in capital upon the automatic conversion ofour redeemable convertible preferred stock issuable upon exercise of such warrants into common stock; and

• on a pro forma as adjusted basis to give further effect to our sale of 8,000,000 shares of common stock in this offering atan assumed initial public offering price of $12.00 per share, which is the midpoint of the price range set forth on the coverpage of this prospectus, after deducting estimated underwriting discounts and commissions and estimated offeringexpenses payable by us.

The following information is illustrative only of our cash and cash equivalents and capitalization following the completion of thisoffering and will change based on the actual initial public offering price and other terms of this offering determined at pricing. Youshould read this table together with "Management's Discussion and Analysis of Financial Condition and Results of Operations" andour consolidated financial statements and the related notes appearing elsewhere in this prospectus.

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Each $1.00 increase or decrease in the assumed initial public offering price of $12.00 per share would increase or decrease thepro forma as adjusted amount of each of cash and cash equivalents, additional paid-in capital, total stockholders' equity and totalcapitalization by approximately $7.4 million, assuming that the number of shares offered by us, as set forth on the cover page of thisprospectus, remains the same.

The number of shares of common stock outstanding in the table above does not include:

• 5,883,885 shares of our common stock issuable upon the exercise of stock options outstanding under our 2008 stockincentive plan as of December 31, 2013, at a weighted average exercise price of $3.53 per share, of which 135,456shares were issued upon the exercise of options subsequent to December 31, 2013, and 196,741 shares are expectedto be issued upon the exercise of options by some of the selling stockholders in connection with this offering;

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As of December 31, 2013

Actual Pro Forma

Pro Forma As Adjusted

(in thousands) Cash and cash equivalents $ 7,012 $ 7,012 $ 92,792

Redeemable convertible preferred stock: Convertible Series A preferred stock, $0.001 par value;

10,033,976 shares authorized, issued and outstanding,actual; no shares designated, issued or outstanding,pro forma and pro forma as adjusted $ 12,384 $ — $ —

Convertible Series B preferred stock, $0.001 par value;5,057,901 shares authorized, issued and outstanding,actual; no shares designated, issued or outstanding,pro forma and pro forma as adjusted 22,210 — —

Convertible Series C preferred stock, $0.001 par value;4,429,601 shares authorized, issued and outstanding,actual; no shares designated, issued or outstanding,pro forma and pro forma as adjusted 32,405 — —

Convertible Series D preferred stock, $0.001 par value;4,069,352 shares authorized, 3,979,730 shares issuedand outstanding, actual; no shares designated, issuedor outstanding, pro forma and pro forma as adjusted 31,048 — —

Total redeemable convertible preferred stock 98,047 — — Stockholders' (deficit) equity:

Preferred stock, $0.001 par value; no shares authorized,issued or outstanding, actual; 5,000,000 sharesauthorized, no shares issued or outstanding, pro formaand pro forma as adjusted — — —

Common stock, $0.001 par value; 60,000,000 sharesauthorized, 7,629,133 shares issued and outstanding,actual; 200,000,000 shares authorized, 31,130,341shares issued and outstanding, pro forma; 200,000,000shares authorized, 39,130,341 shares issued andoutstanding, pro forma as adjusted 8 31 39

Additional paid-in-capital 7,817 105,967 191,739 Accumulated deficit (99,849) (99,849) (99,849)

Total stockholders' (deficit) equity (92,024) 6,149 91,929

Total capitalization $ 6,023 $ 6,149 $ 91,929

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• 1,179,482 shares of our common stock issuable upon the exercise of stock options granted subsequent toDecember 31, 2013 under our 2008 stock incentive plan and 2014 equity incentive plan, at a weighted average exerciseprice of $10.94 per share;

• 955,132 shares of our common stock issuable upon the settlement of restricted stock units granted subsequent toDecember 31, 2013 under our 2014 equity incentive plan;

• 5,000 shares of our common stock issued to a consultant subsequent to December 31, 2013 for services rendered;

• 83,818 shares of our common stock issuable upon the exercise of Series D preferred stock warrants outstanding as ofDecember 31, 2013, at an exercise price of $7.81 per share; and

• an additional 710,386 shares of our common stock reserved for future issuance under our 2014 equity incentive plan,plus any additional shares of our common stock that may become available under our 2014 equity incentive plan, asmore fully described in "Executive Compensation—Equity Incentive Plans."

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DILUTION

If you invest in our common stock in this offering, your interest will be diluted to the extent of the difference between the initialpublic offering price per share and the pro forma as adjusted net tangible book value per share of our common stock immediately afterthis offering. Net tangible book value per share is determined by dividing our total tangible assets less total liabilities and redeemableconvertible preferred stock by the number of outstanding shares of our common stock.

As of December 31, 2013, we had a deficit in net tangible book value of $(103.8) million, or approximately $(13.60) per share ofcommon stock. On a pro forma basis, after giving effect to the conversion of the outstanding shares of our redeemable convertiblepreferred stock into shares of our common stock upon the closing of this offering and the related reclassification of our warrant liability,our deficit in net tangible book value would have been approximately $(5.6) million, or approximately $(0.18) per share of commonstock.

Investors participating in this offering will incur immediate and substantial dilution. After giving effect to the issuance and sale of8,000,000 shares of our common stock in this offering at an assumed initial public offering price of $12.00 per share, which is themidpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts andcommissions and estimated offering expenses payable by us, our pro forma as adjusted net tangible book value as of December 31,2013 would have been approximately $80.2 million, or approximately $2.05 per share of common stock. This represents an immediateincrease in the pro forma net tangible book value of $2.23 per share to existing stockholders, and an immediate dilution in the proforma net tangible book value of $9.95 per share to investors purchasing shares of our common stock in this offering. The followingtable illustrates this per share dilution:

The dilution information discussed above is illustrative only and will change based on the actual initial public offering price andother terms of this offering determined at pricing. Each $1.00 increase or decrease in the assumed initial public offering price of $12.00per share would increase or decrease our pro forma as adjusted net tangible book value by approximately $7.4 million, orapproximately $0.19 per share, and the dilution per share to investors participating in this offering by approximately $0.81 per share,assuming that the number of shares offered by us, as set forth on the cover page of this prospectus, remains the same.

If the underwriters exercise their option in full to purchase additional shares of common stock in this offering, the pro forma asadjusted net tangible book value per share after the offering would be $2.26 per share, the increase in the pro forma net tangible bookvalue per share to existing stockholders would be $2.44 per share and the dilution to new investors purchasing common stock in thisoffering would be $9.74 per share, assuming that the number of shares offered by us, as set forth on the cover page of this prospectus,remains the same.

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Assumed initial public offering price per share $ 12.00 Actual net tangible book value deficit per share as of December 31, 2013 $ (13.60)

Increase in net tangible book value per share attributable to the conversion of ourredeemable convertible preferred stock and related reclassification of ourwarrant liability 13.42

Pro forma net tangible book value deficit per share before this offering (0.18) Increase in pro forma net tangible book value per share attributable to new

investors participating in this offering 2.23

Pro forma as adjusted net tangible book value per share after this offering 2.05

Dilution per share to investors participating in this offering $ 9.95

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The following table sets forth as of December 31, 2013, on the pro forma basis described above, the differences between thenumber of shares of common stock purchased from us, the total consideration paid and the weighted average price per share paid byexisting stockholders and by investors purchasing shares of our common stock in this offering at an assumed initial public offeringprice of $12.00 per share, which is the midpoint of the range set forth on the cover page on this prospectus, before deductingestimated underwriting discounts and commissions and estimated offering expenses payable by us:

Each $1.00 increase or decrease in the assumed initial public offering price of $12.00 per share would increase or decrease thetotal consideration paid by new investors by $7.4 million, and increase or decrease the percent of total consideration paid by newinvestors by approximately two percentage points, assuming that the number of shares offered by us, as set forth on the cover page ofthis prospectus, remains the same.

The table above excludes:

• 5,883,885 shares of our common stock issuable upon the exercise of stock options outstanding under our 2008 stockincentive plan as of December 31, 2013, at a weighted average exercise price of $3.53 per share, of which 135,456shares were issued upon the exercise of options subsequent to December 31, 2013, and 196,741 shares are expectedto be issued upon the exercise of options by some of the selling stockholders in connection with this offering;

• 1,179,482 shares of our common stock issuable upon the exercise of stock options granted subsequent toDecember 31, 2013 under our 2008 stock incentive plan and 2014 equity incentive plan, at a weighted average exerciseprice of $10.94 per share;

• 955,132 shares of our common stock issuable upon the settlement of restricted stock units granted subsequent toDecember 31, 2013 under our 2014 equity incentive plan;

• 5,000 shares of our common stock issued to a consultant subsequent to December 31, 2013 for services rendered;

• 83,818 shares of our common stock issuable upon the exercise of Series D preferred stock warrants outstanding as ofDecember 31, 2013, at an exercise price of $7.81 per share; and

• an additional 710,386 shares of our common stock reserved for future issuance under our 2014 equity incentive planfollowing this offering, plus any additional shares of our common stock that may become available under our 2014 equityincentive plan, as more fully described in "Executive Compensation—Equity Incentive Plans."

The foregoing table does not reflect the sales by existing stockholders in this offering. Sales by the selling stockholders in thisoffering will reduce the number of shares held by existing stockholders to 29,955,341 shares, or 77% of the total number of shares ofour common stock outstanding after this offering, and will increase the number of shares held by new investors to 9,175,000 shares, or23% of the total number of shares of our common stock outstanding after this offering. In addition, if the underwriters exercise theiroption to purchase additional shares in full, the number of shares held by the existing stockholders after this offering would be reducedto

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Shares Purchased

Total Consideration

Weighted Average

Price Per Share

Number Percent Amount Percent Existing stockholders 31,130,341 80%$ 102,632,347 52%$ 3.30 New investors 8,000,000 20 96,000,000 48 12.00

Total 39,130,341 100%$ 198,632,347 100%

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29,520,266, or 74% of the total number of shares of our common stock outstanding after this offering, and the number of shares heldby new investors would increase to 10,551,250, or 26% of the total number of shares of our common stock outstanding after thisoffering.

The shares of our common stock reserved for future issuance under our equity incentive plans may be subject to automaticannual increases in accordance with the terms of the plans. To the extent that options or warrants are exercised, new options areissued under our equity incentive plans, or we issue additional shares of common stock in the future, there will be further dilution toinvestors participating in this offering. In addition, we may choose to raise additional capital because of market conditions or strategicconsiderations, even if we believe that we have sufficient funds for our current or future operating plans. If we raise additional capitalthrough the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to ourstockholders.

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SELECTED CONSOLIDATED FINANCIAL DATA

The following selected consolidated statement of operations data for the years ended December 31, 2011, 2012 and 2013 andthe selected consolidated balance sheet data as of December 31, 2012 and 2013 are derived from our audited consolidated financialstatements, which have been audited by KPMG LLP, an independent registered public accounting firm, appearing elsewhere in thisprospectus. The data should be read together with "Management's Discussion and Analysis of Financial Condition and Results ofOperations" and in conjunction with the consolidated financial statements, related notes and other financial information includedelsewhere in this prospectus.

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Year Ended December 31,

2011 2012 2013 (in thousands) Consolidated Statement of Operations Data: Revenue $ 29,733 $ 55,879 $ 83,127 Costs and expenses:

Servicing and support 12,300 14,926 22,718 Technology and content development 5,117 8,299 19,472 Program marketing and sales 32,116 45,390 54,103 General and administrative 5,104 10,342 14,840

Total costs and expenses 54,637 78,957 111,133

Loss from operations (24,904) (23,078) (28,006)Other income (expense):

Interest expense (19) (73) 27 Interest income 45 38 26

Total other income (expense) 26 (35) 53

Loss before income taxes (24,878) (23,113) (27,953)Income tax expense — — —

Net loss (24,878) (23,113) (27,953)Preferred stock accretion (314) (339) (347)

Net loss attributable to common stockholders $ (25,192) $ (23,452) $ (28,300)

Net loss per share attributable to common stockholders: Basic and diluted $ (3.77) $ (3.33) $ (3.81)Pro forma basic and diluted $ (0.92)

Other Financial Data: Adjusted EBITDA (loss)(1) $ (22,514) $ (18,814) $ (21,245)

(1) Adjusted EBITDA is a non-GAAP financial measure. For more information about Adjusted EBITDA and areconciliation of Adjusted EBITDA (loss) to net loss, the most directly comparable financial measure calculatedand presented in accordance with GAAP, see the section below titled "— Adjusted EBITDA."

As of December 31,

2012 2013 (in thousands) Consolidated Balance Sheet Data: Cash and cash equivalents $ 25,190 $ 7,012 Accounts receivable 248 1,835 Total assets 39,877 28,652 Total liabilities 13,467 22,629 Total redeemable convertible preferred stock 92,706 98,047 Additional paid-in capital 5,483 7,817 Total stockholders' deficit (66,296) (92,024)

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Adjusted EBITDA

To provide investors with additional information regarding our financial results, we have provided within this prospectus AdjustedEBITDA, a non-GAAP financial measure. We have provided a reconciliation below of Adjusted EBITDA to net loss, the most directlycomparable GAAP financial measure.

We have included Adjusted EBITDA in this prospectus because it is a key measure used by our management and board ofdirectors to understand and evaluate our core operating performance and trends, to prepare and approve our annual budget and todevelop short- and long-term operational plans. In particular, the exclusion of certain expenses in calculating Adjusted EBITDA canprovide a useful measure for period-to-period comparisons of our core business. Accordingly, we believe that Adjusted EBITDAprovides useful information to investors and others in understanding and evaluating our operating results in the same manner as ourmanagement and board of directors.

Our use of Adjusted EBITDA has limitations as an analytical tool, and you should not consider it in isolation or as a substitutefor analysis of our results as reported under GAAP. Some of these limitations are:

• although depreciation and amortization are non-cash charges, the assets being depreciated and amortized may have tobe replaced in the future, and Adjusted EBITDA does not reflect cash capital expenditure requirements for suchreplacements or for new capital expenditure requirements;

• Adjusted EBITDA does not reflect changes in, or cash requirements for, our working capital needs;

• Adjusted EBITDA does not reflect the potentially dilutive impact of equity-based compensation;

• Adjusted EBITDA does not reflect interest or tax payments that may represent a reduction in cash available to us; and

• other companies, including companies in our industry, may calculate Adjusted EBITDA differently, which reduces itsusefulness as a comparative measure.

Because of these and other limitations, you should consider Adjusted EBITDA alongside other GAAP-based financialperformance measures, including various cash flow metrics, net income (loss) and our other GAAP results. The following tablepresents a reconciliation of Adjusted EBITDA (loss) to net loss for each of the periods indicated:

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Year Ended December 31,

2011 2012 2013 (in thousands) Net loss $ (24,878) $ (23,113) $ (27,953)Adjustments:

Interest expense 19 73 (27)Interest income (45) (38) (26)Depreciation and amortization expense 1,551 2,869 4,335 Stock-based compensation expense 839 1,395 2,426

Total adjustments 2,364 4,299 6,708

Adjusted EBITDA (loss) $ (22,514) $ (18,814) $ (21,245)

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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with ourconsolidated financial statements and the related notes and other financial information included elsewhere in this prospectus. Some ofthe information contained in this discussion and analysis or set forth elsewhere in this prospectus, including information with respectto our plans and strategy for our business, includes forward-look ing statements that involve risks and uncertainties. You should reviewthe "Risk Factors" section of this prospectus for a discussion of important factors that could cause actual results to differ materiallyfrom the results described in or implied by the forward-look ing statements contained in the following discussion and analysis.

Overview

We are a leading provider of cloud-based SaaS solutions that enable leading nonprofit colleges and universities to deliver theirhigh quality education to qualified students anywhere. Our innovative online learning platform and bundled technology-enabled servicesprovide the comprehensive operating infrastructure colleges and universities need to attract, enroll, educate, support and graduate theirstudents. By leveraging our solutions, we believe our clients are able to expand their addressable markets while providing educationalengagement, experiences and outcomes to their online students that match or exceed those of their on-campus offerings.

Our clients are leading nonprofit colleges and universities. They use our platform to offer full graduate degree programs online.The students in these programs receive the same degree or credit as their on-campus counterparts and generally pay equivalenttuition. Currently, eight well-recognized nonprofit colleges and universities offer graduate degrees through our platform. We provide asuite of technology-enabled services designed to promote adoption and usage of our SaaS solutions by clients and enrollment andretention of their students. These services include program marketing, student acquisition, content development for courses, andfaculty and student support services, including technical training and support, non-academic student advising, academic progressmonitoring and career services. We also facilitate in-program field placements, student immersions and other student enrichmentexperiences.

We are currently engaged by eight colleges and universities to enable 10 graduate programs that have launched and in whichstudents have enrolled. The first of our clients' programs was launched in 2009. One additional program launched in 2010 with twomore commencing in 2011. In 2013, our clients launched five new programs. An additional program launched in January 2014 and fouradditional programs with existing clients are scheduled to commence later in 2014 or in 2015. We recently contracted with a ninthuniversity to enable a new graduate program that we also expect to launch in 2015. Our client contracts generally have initial termsbetween 10 and 15 years in length, and, since our inception, all of the clients that have engaged us remain active.

A significant percentage of our annual revenue is related to students returning to our clients' programs after their first semester.In the twelve months ended December 31, 2013, 61% of our revenue was related to students who had enrolled and completed their firstsemester prior to the start of the year. Of revenue recognized after March 31, 2013, 76% was related to students who had enrolled andcompleted their first semester before that date. We believe this high percentage of revenue attributable to returning studentscontributes to the predictability and recurring nature of our business.

We have achieved significant growth in a relatively short period of time. Full course equivalent enrollments in our clients'programs grew from 14,099 during the twelve months ended December 31, 2011 to 31,338 during the twelve months endedDecember 31, 2013, representing a compound annual growth rate of 49%. From our inception through December 31, 2013, a total of

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8,540 unique individuals have enrolled as students in our clients' programs. For the years ended December 31, 2011, 2012 and 2013,our revenue was $29.7 million, $55.9 million and $83.1 million, respectively. However, because we must incur significant technology,content development, program marketing and sales expenses well in advance of generating revenues under a new client program, wehave a history of losses despite our revenue growth. In order to become profitable, our revenues from existing client programs will needto increase at a rate faster than the expenses we will incur in connection with the launch of new client programs.

We believe our business strategy will continue to offer significant opportunities for growth, but it also presents a number of risksand challenges. In particular, to remain competitive, we will need to continue to innovate in a rapidly changing landscape for theapplication of technology like ours to the delivery of higher education. As described above, we have added, and we intend to continueto add, degree programs in a number of new academic disciplines each year, as well as to expand the delivery of existing degreeprograms to new university clients. To do so, we will need to convince new clients as to the quality and value of our SaaS solutions,cost-effectively identify qualified students for our clients' programs and help our clients retain those students once enrolled.Additionally, even though our existing client programs have served students located in over 50 countries, we have only recentlyengaged with international institutions to participate in a pilot program offering undergraduate courses, which may present uniqueoperating challenges. We must also be able to successfully execute our business strategy while navigating constantly changinghigher education laws and regulations applicable to our clients and, in some cases to ourselves, particularly the incentivecompensation rule that prohibits making incentive payments related to student acquisition. We seek to ensure that addressing all ofthese risks and challenges does not divert our management's attention from continuing to build on the strengths that we believe havedriven the growth of our business over the last several years. We believe our focus on delivering a differentiated technology platform,maintaining the integrity of our clients' educational brands and providing exceptional, white glove service to our clients will contribute tothe success of our business. We cannot, however, assure you that we will be successful in addressing and managing the manychallenges and risks that we face.

Our Business Model

The key elements of our business model are described below.

Revenue Drivers

Substantially all of our revenue is derived from revenue-share arrangements with our clients under which we receive acontractually specified percentage of the amounts students pay them to enroll in their programs. Accordingly, the primary driver of ourrevenue growth is the number of student course enrollments in our clients' programs. This in turn is influenced primarily by threefactors:

• our ability to increase the number of programs offered by our clients, either by adding new clients or by expanding thenumber of client programs;

• our ability to identify and acquire prospective students for our clients' programs; and

• our ability, and that of our clients, to retain the students who enroll in their programs.

In the near term, we expect the primary drivers of our financial results to continue to be our two programs with the University ofSouthern California, which are our longest running programs, launched in 2009 and 2010. For the years ended December 31, 2011,2012 and 2013, 94%, 78% and 69%, respectively, of our revenue was derived from these two programs. We expect the

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University of Southern California will continue to account for a large portion of our revenue until our other client programs become moremature and achieve significantly higher enrollment levels.

Program Marketing and Sales Expense

Our most significant expense in each fiscal period has been program marketing and sales expense, which relates primarily tostudent acquisition activities. We do not spend significant amounts on new client or program acquisition and we do not maintain asales force targeted at potential new clients or programs since our model is not dependent on launching a large number of newprograms per year, either with new or existing clients. Instead, our new clients and programs are largely generated through a directapproach by our senior management to selected colleges and universities.

We have primary responsibility for identifying qualified students for our clients' programs, generating potential student interest inthe programs and driving applications to the programs. While our clients make all admissions decisions, the number of students whoenroll in our clients' programs in any given period is significantly dependent on the amount we have spent on these student acquisitionactivities in prior periods. Accordingly, although most of our clients' programs span multiple semesters and, therefore, generatecontinued revenue beyond the term in which initial enrollments occurs, we expect that we will need to continue to incur significantprogram marketing and sales expense for existing programs going forward to generate a continuous pipeline of new enrollments. Fornew programs, we begin incurring program marketing and sales costs as soon as we enter into an engagement with a new client,which can be as much as nine months before the start of a new client program.

We typically identify prospective students for our clients programs between three months and two or more years before theyultimately enroll. For the students currently enrolled in our clients' programs and those who have graduated, the average time from ourinitial lead acquisition to initial enrollment was seven months. For the students who have graduated from these programs, the averagetime from initial enrollment to graduation was 16 months. However, because our clients' programs are relatively new, they have onlygraduated a limited number of students to date, with many early enrollees still enrolled. Based on the student retention rates andpatterns we have observed in our clients' programs, we estimate that, for our current programs, the average time from a student's initialenrollment to graduation will be approximately 2.5 years.

Accordingly, our program marketing and sales expense in any period is an investment we make to generate revenue in futureperiods. Likewise, revenue generated in any period is largely attributable to student acquisition activities in earlier periods. Becauseprogram marketing and sales expense in any period are almost entirely unrelated to revenue generated in that period, we do notbelieve it is meaningful to directly compare the two. We believe that the total revenue we will receive in the future from students whoenroll in our clients' programs as a result of current period program marketing and sales expense will be significantly greater as amultiple of that expense than is implied by the multiple of current period revenue to current period program marketing and salesexpense. Further, we believe that our program marketing and sales expense in future periods will generally decline as a percentage ofthe revenue reported in those same periods as our revenue base from returning students in existing programs becomes larger.

Period-to-Period Fluctuations

Our revenue, cash position, accounts receivable and deferred revenue can fluctuate significantly from quarter to quarter due tovariations driven by the academic schedules of our clients' programs. These programs generally start classes for new and returningstudents an average of four times per year. Class starts are not necessarily evenly spaced throughout the year,

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do not necessarily correspond to the traditional academic calendar and may vary from year to year. As a result, the number of classesour client programs have in session, and therefore the number of students enrolled, will vary from month to month and quarter toquarter, leading to variability in our revenue.

The semesters of our clients' programs often straddle two fiscal quarters. Our clients generally pay us when they have billedtuition and specified fees to their students, which is typically early in the semester, and once the drop/add period has passed. Werecognize the related revenue ratably over the course of the semester. Because we generally receive payments from our clients prior toour ability to recognize the majority of those amounts as revenue, we record deferred revenue at each balance sheet date equal to theexcess of the amounts we have billed or received from our clients over the amounts we have recognized as revenue as of that date. Forthese reasons, our cash flows typically vary considerably from quarter to quarter and our cash position, accounts receivable anddeferred revenue typically fluctuate between quarterly balance sheet dates.

Our expense levels also fluctuate from quarter to quarter, driven primarily by our program marketing and sales activity. Wetypically reduce our paid search and other program marketing and sales efforts during late November and December because theseefforts are less productive during the holiday season. This generally results in lower total program marketing and sales expense duringthe fourth quarter. In addition, because we begin spending on technology and content development, program marketing and sales, and,to a lesser extent, services and support as much as nine months prior to the start of classes for a new client program, these costs asa percentage of revenue fluctuate, sometimes significantly, depending on the timing of new client programs and anticipated programlaunch dates.

Key Business and Financial Performance Metrics

We use a number of key metrics to evaluate our business, measure our performance, identify trends affecting our business,formulate financial projections and make strategic decisions. In addition to Adjusted EBITDA, which we discuss below, we discussrevenue and the components of operating loss in the section below entitled "— Components of Operating Results." Additionally, weutilize other key metrics to evaluate the success of our growth strategy, including measures we refer to as platform revenue retentionrate and full course equivalent enrollments in our clients' programs.

Platform Revenue Retention Rate

We measure our platform revenue retention rate for a particular period by first identifying the group of programs that our clientslaunched before the beginning of the prior year comparative period. We then calculate our platform revenue retention rate by comparingthe revenue we recognized for this group of programs in the reporting period to the revenue we recognized for the same group ofprograms in the prior year comparative period, expressed as a percentage of the revenue we recognized for the group in the prior yearcomparative period.

The following table sets forth our platform revenue retention rate for the periods presented, as well as the number of programsincluded in the platform revenue retention rate calculation. For all of these periods, our platform revenue retention rate was greater than100% because we had no programs terminate and full course equivalent enrollments in these programs increased year-over-year.There is no correlation between the platform revenue retention rate and the number of programs included in the calculation of that rate.The number of programs can increase while the

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retention rate declines, as was the case with the rate for the year ended December 31, 2013 as compared to the rate for the yearended December 31, 2012.

Full Course Equivalent Enrollments in Our Clients' Programs

We measure full course equivalent enrollments in our clients' programs by determining, for each of the courses offered during aparticular period, the number of students enrolled in that course multiplied by the percentage of the course completed during thatperiod. We use this metric to account for the fact that many courses offered by our clients straddle two or more fiscal quarters. Forexample, if a course had 25 enrolled students and 40% of the course was completed during a particular period, we would count thecourse as having 10 full course equivalent enrollments for that period. Any individual student may be enrolled in more than one courseduring a period.

Average revenue per full course equivalent enrollment represents our weighted average revenue per course across the mix ofcourses being offered in our client programs during a period. This number is derived by dividing our total revenue for a period by thenumber of full course equivalent enrollments during that same period. This amount may vary from period to period depending on theacademic calendars of our clients, the relative growth rates of programs with varying tuition levels, the launch of new programs withhigher or lower than average net tuition costs and annual tuition increases instituted by our clients. As a part of our growth strategy,we are actively targeting new graduate-level clients in academic disciplines for which we have existing programs. These additionalprograms will typically have lower tuition costs than the initial program in that discipline. Over time, this strategy is likely to reduce ouraverage revenue per full course equivalent. However, we believe this approach will enable us to leverage our program marketinginvestments across multiple client programs within specific academic disciplines, significantly decreasing student acquisition costswithin those disciplines and more than offsetting any decline in average revenue per full course equivalent enrollment.

The following table sets forth the full course equivalent enrollments and average revenue per full course equivalent enrollment inour clients' programs for the periods presented.

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Year Ended December 31,

2011 2012 2013 Platform revenue retention rate 127.1% 157.0% 144.4%Number of programs included in comparison(1) 1 2 4

(1) Reflects the number of programs operating both in the reported period and in the prior year comparativeperiod. For example, the number of programs included in the calculation for the year ended December 31,2011 includes only one program because it was the only program launched before January 1, 2010, andthus operating for the entirety of both 2010 and 2011.

Year Ended December 31,

2011 2012 2013 Full course equivalent enrollments in our clients' programs 14,099 22,532 31,338 Average revenue per full course equivalent enrollment in our

clients' programs $ 2,109 $ 2,480 $ 2,653

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Adjusted EBITDA

Adjusted EBITDA represents our earnings before net interest (income) expense, income taxes, depreciation and amortization,adjusted to eliminate stock-based compensation expense, which is a non-cash item. Adjusted EBITDA is not a measure calculated inaccordance with GAAP. Please refer to "Selected Consolidated Financial Data — Adjusted EBITDA" in this prospectus for adiscussion of the limitations of Adjusted EBITDA and a reconciliation of Adjusted EBITDA to net loss, the most comparable GAAPmeasurement, for the years ended December 31, 2011, 2012 and 2013. Adjusted EBITDA should not be considered as an alternativeto any measure of financial performance calculated and presented in accordance with GAAP. In addition, Adjusted EBITDA may notbe comparable to similarly titled measures of other companies because other companies may not calculate Adjusted EBITDA in thesame manner that we do. We prepare Adjusted EBITDA to eliminate the impact of stock-based compensation expense, which we donot consider indicative of our core operating performance. We encourage you to evaluate these adjustments, the reasons we considerthem appropriate and the material limitations of using non-GAAP measures as described in "Selected Consolidated Financial Data —Adjusted EBITDA."

Adjusted EBITDA loss was $22.5 million, $18.8 million and $21.2 million for the years ended December 31, 2011, 2012 and2013, respectively.

Components of Operating Results

Revenue

Substantially all of our revenue consists of a contractually specified percentage of the amounts our clients bill to their studentsfor tuition and fees, less credit card fees and other specified charges we have agreed to exclude in our client contracts, which we referto as net program proceeds. Our contracts generally have 10 to 15 year initial terms. We recognize revenue ratably over the serviceperiod, which we define as the first through the last day of classes for each semester in a client's program.

We establish a refund allowance for our share of tuition and fees ultimately uncollected by our clients.

We also offered rebates to a limited group of students who enrolled in a specific client program between 2009 and 2011, whichwe will be required to pay to such students if they complete their degrees and pre-specified, post-graduation work requirements withina defined period of time after graduation. For students in this group who are still enrolled in the program, we accrue the rebate liabilityas they continue through the program towards graduation. In addition, all students in this group are required to certify to us eachSeptember as to their continuing eligibility for these rebates. For those students who do not make such certification and are thereforeno longer eligible for the rebate, because, for example, they have failed to meet their post-graduation work requirements, we reduce theallowance accordingly at that time. As of December 31, 2011, 2012 and 2013, 406, 398 and 323 students, respectively, remainedeligible to receive these rebates.

These rebates and refunds offset the net program proceeds that we recognize as revenue.

From time to time, we also recognize other revenue related to additional services requested by our clients beyond our bundledtechnology-enabled services, such as services in connection with state compliance efforts. To date, this other revenue has beenimmaterial.

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The following table details the components of our revenue for the periods indicated.

In addition to providing access to our cloud-based technology platform, we provide bundled technology-enabled services,including program marketing services for student acquisition, content development services, faculty and student support services,including technical training and support, non-academic student advising, academic progress monitoring and career services. We alsofacilitate in-program field placements, student immersions and other student enrichment experiences. We have determined that noindividual deliverable has standalone value upon delivery and, therefore, the multiple deliverables within our arrangements do not qualifyfor treatment as separate units of accounting. Accordingly, we consider all deliverables to be a single unit of accounting and werecognize revenue from the entire arrangement over the term of the service period.

We generally receive payments from our clients early in each semester, prior to completion of the service period. We recordthese advance payments as deferred revenue until the services are delivered or until our obligations are otherwise met, at which timewe recognize the revenue. As of each balance sheet date, deferred revenue is a current liability and represents the excess amountswe have billed or received over the amounts we have recognized as revenue in the consolidated statements of operations as of thatdate.

Costs and expenses

Costs and expenses consist of servicing and support costs, technology and content development costs, program marketingand sales expenses and general and administrative expenses. To support our anticipated growth, we expect to continue to hire newemployees, increase our program promotion and student acquisition efforts, expand our technology infrastructure and increase ourother program support capabilities. As a result, we expect our costs and expenses to increase in absolute dollars, but to decrease asa percentage of revenue over time as we achieve economies of scale through the expansion of our business.

Servicing and support. Servicing and support costs consist primarily of compensation costs related to program managementand operations, as well as costs for platform technical support and faculty and student support. We also facilitate in-program fieldplacements, student immersions and other student enrichment experiences, and we assist our clients with their state compliancerequirements. It also includes software licensing, telecommunications and other costs to maintain platform access for our clients andtheir students.

Technology and content development. Technology and content development costs consist primarily of compensation andoutsourced services costs related to the ongoing improvement and maintenance of our technology platform and content developed forour client programs, as well as costs to support our internal infrastructure, including our cloud-based server usage. It also includes theassociated depreciation and amortization expense related to internally developed software and

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Year Ended December 31,

2011 2012 2013 (in thousands) Net program proceeds $ 30,931 $ 56,760 $ 83,563 Rebates (618) (240) 320 Refunds (580) (641) (863)Other — — 107

Revenue $ 29,733 $ 55,879 $ 83,127

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content, as well as hosting and other costs associated with maintaining our platform in a cloud environment.

Program marketing and sales. Program marketing and sales expense consists primarily of costs related to studentacquisition. This includes the cost of online advertising and lead generation, as well as compensation costs for our program marketing,search engine optimization, marketing analytics and application counseling personnel. We expense all costs related to programmarketing and sales as they are incurred.

General and administrative. General and administrative expense consists primarily of compensation costs for employees inour executive, administrative, finance and accounting, information systems, legal, strategy and human resources functions. Additionalexpenses include external legal, accounting and other professional fees, telecommunications charges and other corporate costs suchas insurance and travel that are not related to another function.

Other Income (Expense)

Other income (expense) consists of interest income and interest expense. Interest income is derived from interest received onour cash and cash equivalents. Interest expense consists primarily of the amortization of deferred financing costs associated with ourline of credit and convertible notes prior to their conversion and changes in our preferred stock warrant liability as a result of changes inthe fair value of such warrants.

The fair value of our preferred stock warrant liability is reassessed at the end of each reporting period and any increase in fairvalue is recognized in other expense, while any decrease in fair value is recognized in other income. In accordance with their terms,upon completion of this offering, the preferred stock warrants will automatically become warrants to purchase common stock. At thattime, we will reclassify the preferred stock warrant liability to additional paid-in capital and will not recognize further changes in fairvalue in other income or expense.

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Results of Operations

The following table sets forth selected consolidated statement of operations data for each of the periods indicated.

The following table sets forth our consolidated statement of operations data as a percentage of revenue for each of the periodsindicated.

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Year Ended December 31,

2011 2012 2013 (in thousands) Revenue $ 29,733 $ 55,879 $ 83,127 Costs and expenses:

Servicing and support 12,300 14,926 22,718 Technology and content development 5,117 8,299 19,472 Program marketing and sales 32,116 45,390 54,103 General and administrative 5,104 10,342 14,840

Total costs and expenses 54,637 78,957 111,133

Loss from operations (24,904) (23,078) (28,006)Other income (expense):

Interest expense (19) (73) 27 Interest income 45 38 26

Total other income (expense) 26 (35) 53

Net loss $ (24,878) $ (23,113) $ (27,953)

Year Ended December 31,

2011 2012 2013

(as a percentage of

revenue) Revenue 100.0% 100.0% 100.0%Costs and expenses:

Servicing and support 41.4 26.7 27.3 Technology and content development 17.2 14.9 23.4 Program marketing and sales 108.0 81.2 65.1 General and administrative 17.3 18.5 17.9

Total costs and expenses 183.9 141.3 133.7

Loss from operations (83.9) (41.3) (33.7)Other income (expense):

Interest expense (0.1) (0.2) 0.0 Interest income 0.2 0.1 0.0

Total other income (expense) 0.1 (0.1) 0.0

Net loss (83.8)% (41.4)% (33.7)%

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Comparison of Years Ended December 31, 2012 and 2013

Revenue. Revenue increased by $27.2 million, or 48.8%, from $55.9 million for the year ended December 31, 2012 to$83.1 million for the year ended December 31, 2013. Of the increase, $24.2 million was primarily attributable to increased period-over-period full course equivalent enrollments in the four client programs launched prior to January 1, 2013. An additional $2.4 million wasattributable to full course equivalent enrollments in the new client programs that launched during 2013. In addition, our rebate liabilitydecreased by $0.6 million, which resulted in a corresponding increase in our revenue. The decrease in the rebate liability was theresult of some students not certifying their continuing eligibility for the rebate program and fewer of the original cohort of students stillbeing enrolled in the applicable client program and, therefore, a reduction in the rate of rebate liability accrual during the period.

Servicing and support. Servicing and support costs increased by $7.8 million, or 52.2%, from $14.9 million for the year endedDecember 31, 2012 to $22.7 million for the year ended December 31, 2013. This increase was due primarily to a $5.9 million increasein compensation costs as we increased our headcount in this area by 30% to serve a growing number of students and faculty inexisting and new client programs. The remaining increase of $1.9 million was primarily attributable to increased costs for softwarelicensing and facilitating in-program field placements, student immersions and student enrichment experiences. As a percentage ofrevenue, servicing and support costs increased from 26.7% for the year ended December 31, 2012 to 27.3% for the year endedDecember 31, 2013, as five additional client programs launched in 2013 and we began to incur expenses in anticipation of the revenuewe expect to generate through these new programs.

Technology and content development. Technology and content development costs increased by $11.2 million, or 134.6%,from $8.3 million for the year ended December 31, 2012 to $19.5 million for the year ended December 31, 2013. This was due primarilyto a $3.9 million increase in external technology consulting costs and a $3.8 million increase in compensation costs, net of capitalizedamounts for software and content development, as we increased our headcount in this area by 67% to support additional clientprogram launches and scaling of existing client programs. Further, an increase of $1.4 million was attributable to increased costs for

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Year Ended December 31,

2012 2013

Period-to-Period Change

Percentageof

Revenue

Percentageof

Revenue

Amount Amount Amount Percentage (dollars in thousands) Revenue $ 55,879 100.0% $ 83,127 100.0% $ 27,248 48.8%Costs and expenses:

Servicing and support 14,926 26.7 22,718 27.3 7,792 52.2 Technology and

content development 8,299 14.9 19,472 23.4 11,173 134.6 Program marketing

and sales 45,390 81.2 54,103 65.1 8,713 19.2 General and

administrative 10,342 18.5 14,840 17.9 4,498 43.5

Total costs andexpenses 78,957 141.3 111,133 133.7 32,176 40.8

Loss from operations (23,078) (41.3) (28,006) (33.7) (4,928) 21.4 Other income

(expense): Interest expense (73) (0.2) 27 0.0 100 (137.0)Interest income 38 0.1 26 0.0 (12) (31.6)

Total other income(expense) (35) (0.1) 53 0.0 88 (251.4)

Net loss $ (23,113) (41.4)%$ (27,953) (33.7)%$ (4,840) 20.9

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telecommunication, travel, computer hardware and other expenses. Additionally, an increase of $1.3 million resulted from higherdepreciation expense associated with our capitalized internal use software and content development costs, primarily as a result of anincrease in the number of courses that have been developed for our client programs. The remaining increase of $0.8 million resultedprimarily from higher costs related to our cloud-based server usage. As a percentage of revenue, technology and content developmentcosts increased from 14.9% for the year ended December 31, 2012 to 23.4% for the year ended December 31, 2013, as additionalclient programs launched and we began to incur expenses in anticipation of the revenue we expect to generate through these newprograms.

Program marketing and sales. Program marketing and sales expense increased by $8.7 million, or 19.2%, from$45.4 million for the year ended December 31, 2012 to $54.1 million for the year ended December 31, 2013. This increase was dueprimarily to a $4.3 million increase in compensation costs, as we increased our headcount in this area by 26% to acquire students for,and drive revenue growth in, new client programs. Additionally, lead generation costs increased by a total of $3.3 million, and othergeneral program marketing and sales expenses, including advertising design, printing, public relations and advertisement hosting fees,increased by a total of $1.1 million, as we continued to expand our program marketing efforts to acquire students for our clients'programs. As a percentage of revenue, program marketing and sales expense decreased from 81.2% for the year ended December 31,2012 to 65.1% for the year ended December 31, 2013, reflecting a higher year-over-year percentage increase in revenue than thecorresponding increase in program marketing and sales expense.

General and administrative. General and administrative expense increased by $4.5 million, or 43.5%, from $10.3 million forthe year ended December 31, 2012 to $14.8 million for the year ended December 31, 2013. This increase was due primarily to a$2.4 million increase in compensation costs, driven primarily by increased employee bonus and stock option expense of $1.6 millionand increased wages and payroll taxes of $0.9 million, as we increased our headcount in this area by 2% to support our growingbusiness and prepared to operate as a public company. Additionally, our legal, accounting and other professional fees increased by$1.2 million in preparation for this offering and travel costs increased by $0.4 million driven by the increase in personnel. As apercentage of revenue, general and administrative expense decreased from 18.5% for the year ended December 31, 2012 to 17.9% forthe year ended December 31, 2013, reflecting a higher year-over-year percentage increase in revenue than the corresponding increasein general and administrative expense.

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Comparison of Years Ended December 31, 2011 and 2012

Revenue. Revenue increased by $26.2 million, or 87.9%, from $29.7 million for the year ended December 31, 2011 to$55.9 million for the year ended December 31, 2012. This increase was attributable primarily to increased period-over-period full courseequivalent enrollments in the four client programs launched prior to January 1, 2012, since no new programs were launched in 2012. Inaddition, our rebates liability decreased by $0.4 million, which resulted in a corresponding increase in our revenue.

Servicing and support. Servicing and support costs increased by $2.6 million, or 21.3%, from $12.3 million for the year endedDecember 31, 2011 to $14.9 million for the year ended December 31, 2012. This increase was due primarily to a $1.8 million increasein compensation costs as we increased our headcount in this area by 20% to serve a growing number of students and faculty in clientprograms. The remaining increase of $0.8 million was attributable to increased costs for software licensing and facilitating in-programfield placements, student immersions and student enrichment experiences. As a percentage of revenue, servicing and support costsdecreased from 41.4% for the year ended December 31, 2011 to 26.7% for the year ended December 31, 2012, due primarily to ourincreased revenue.

Technology and content development. Technology and content development costs increased by $3.2 million, or 62.2%, from$5.1 million for the year ended December 31, 2011 to $8.3 million for the year ended December 31, 2012. This was due primarily to a$1.1 million increase in compensation costs, net of capitalized amounts for software and content development, as we increased ourheadcount in this area by 62% to support additional client program launches and operations. Additionally, costs related to our cloud-based server usage increased by $0.5 million and costs for external technology consulting increased by $0.4 million, also in support ofour business expansion. Further, depreciation expense associated with our capitalized internal use software and content developmentcosts increased by $1.1 million, primarily the result of an increase in the number of courses that have been developed for our clientprograms. As a percentage of revenue, technology and content development decreased from 17.2% for the year ended December 31,2011 to 14.9% for the year ended December 31, 2012, due primarily to our increased revenue.

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Year Ended December 31,

2011 2012

Period-to-Period Change

Percentageof

Revenue

Percentageof

Revenue

Amount Amount Amount Percentage (dollars in thousands) Revenue $ 29,733 100.0% $ 55,879 100.0% $ 26,146 87.9%Costs and expenses:

Servicing and support 12,300 41.4 14,926 26.7 2,626 21.3 Technology and

content development 5,117 17.2 8,299 14.9 3,182 62.2 Program marketing

and sales 32,116 108.0 45,390 81.2 13,274 41.3 General and

administrative 5,104 17.3 10,342 18.5 5,238 102.6

Total costs andexpenses 54,637 183.9 78,957 141.3 24,320 44.5

Loss from operations (24,904) (83.9) (23,078) (41.3) 1,826 (7.3)Other income (expense):

Interest expense (19) (0.1) (73) (0.2) (54) 284.2 Interest income 45 0.2 38 0.1 (7) (15.6)

Total other income(expense) 26 0.1 (35) (0.1) (61) (234.6)

Net loss $ (24,878) (83.8)%$ (23,113) (41.4)%$ 1,765 (7.1)

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Program marketing and sales. Program marketing and sales expense increased by $13.3 million, or 41.3%, from$32.1 million for the year ended December 31, 2011 to $45.4 million for the year ended December 31, 2012. This increase was dueprimarily to a $7.9 million increase in third-party lead generation costs, consisting of activities such as paid search, and display andemail marketing, and a $3.7 million increase in compensation costs related primarily to a 19% increase in headcount in this area.Both of these cost increases were incurred to acquire students and drive revenue growth for existing client programs as well as for newclient programs launching in early 2013. Additionally, there was a $1.7 million increase in other program marketing expenses, largelyconsisting of increased costs related to software we use to manage an increasing number of leads for our client programs. As apercentage of revenue, program marketing and sales expense decreased from 108.0% for the year ended December 31, 2011 to81.2% for the year ended December 31, 2012, reflecting increased revenue, which was primarily attributable to program marketing andsales expense incurred in prior periods.

General and administrative. General and administrative expense increased by $5.2 million, or 102.6%, from $5.1 million forthe year ended December 31, 2011 to $10.3 million for the year ended December 31, 2012. This increase was due primarily to a$4.7 million increase in compensation costs, as we increased our headcount in this area by 210% to support our growing businessand prepare to operate as a public company. An additional $0.5 million of the increase was attributable to increased costs for facilities,travel, and legal, accounting and other professional fees. As a percentage of revenue, general and administrative costs increased from17.3% of revenue in 2011 to 18.5% in 2012.

Quarterly Results of Operations

The following tables show consolidated quarterly statement of operations data for each of our eight most recently completedquarters, as well as the percentage of revenue for each line item. This information has been derived from our unaudited quarterlyfinancial statements, which, in the opinion of management, have been prepared on the same basis as our audited financial statementsand include all adjustments, consisting of normal recurring adjustments and accruals, necessary for the fair presentation of financialinformation. Historical results are not necessarily indicative of results that may be achieved in future periods, and operating results forquarterly periods are not necessarily indicative of operating results for a full year. This information should be read in

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conjunction with the consolidated financial statements and related notes included elsewhere in this prospectus.

Three Months Ended

March 31, 2012

June 30, 2012

Sept. 30,2012

Dec. 31, 2012

March 31, 2013

June 30, 2013

Sept. 30,2013

Dec. 31, 2013

(in thousands) Revenue $ 13,106 $ 13,369 $ 12,984 $ 16,420 $ 19,134 $ 18,691 $20,499 $ 24,803 Costs and

expenses: Servicing and

support 3,119 3,779 3,618 4,410 5,018 5,656 5,842 6,202 Technology and

contentdevelopment 1,834 1,812 2,079 2,574 3,235 4,596 5,113 6,528

Programmarketingand sales 10,298 11,370 12,823 10,899 11,770 13,695 15,412 13,226

General andadministrative 2,359 2,318 2,205 3,460 2,871 3,654 4,269 4,046

Total costsandexpenses 17,610 19,279 20,725 21,343 22,894 27,601 30,636 30,002

Loss fromoperations (4,504) (5,910) (7,741) (4,923) (3,760) (8,910) (10,137) (5,199)

Other income(expense): Interest

expense (1) (19) (35) (18) 8 5 (1) 15 Interest income 3 13 11 11 6 10 5 5

Total otherincome (expense) 2 (6) (24) (7) 14 15 4 20

Net loss $ (4,502)$ (5,916)$ (7,765)$ (4,930)$ (3,746)$ (8,895) $(10,133)$ (5,179)

Three Months Ended

March 31,2012

June 30,2012

Sept. 30,2012

Dec. 31,2012

March 31,2013

June 30,2013

Sept. 30,2013

Dec. 31,2013

(as a percentage of revenue) Revenue 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0% 100.0%Costs and

expenses: Servicing and

support 23.8 28.3 27.9 26.9 26.2 30.3 28.5 25.0 Technology and

contentdevelopment 14.0 13.6 16.0 15.7 16.9 24.6 24.9 26.3

Programmarketingand sales 78.6 85.0 98.8 66.4 61.5 73.3 75.2 53.3

General andadministrative 18.0 17.3 17.0 21.1 15.0 19.5 20.8 16.3

Total costsandexpenses 134.4 144.2 159.7 130.1 119.6 147.7 149.4 120.9

Loss fromoperations (34.4) (44.2) (59.7) (30.1) (19.6) (47.7) (49.4) (20.9)

Other income(expense):

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Interestexpense (0.0) (0.2) (0.3) (0.1) 0.0 0.0 (0.0) 0.1

Interest income 0.0 0.1 0.1 0.1 0.0 0.1 0.0 0.0

Total otherincome (expense) 0.0 (0.1) (0.2) (0.0) 0.0 0.1 0.0 0.1

Net loss (34.4)% (44.3)% (59.9)% (30.1)% (19.6)% (47.6)% (49.4)% (20.8)%

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Critical Accounting Policies and Significant Judgments and Estimates

This management's discussion and analysis of financial condition and results of operations is based on our consolidatedfinancial statements, which have been prepared in accordance with accounting principles generally accepted in the United States, orGAAP. The preparation of these consolidated financial statements requires us to make estimates and assumptions that affect thereported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the consolidated financialstatements, and the reported amounts of revenue and expenses during the reported period. In accordance with GAAP, we base ourestimates on historical experience and on various other assumptions we believe to be reasonable under the circumstances. Actualresults may differ from these estimates if conditions differ from our assumptions.

While our significant accounting policies are more fully described in Note 2 to our consolidated financial statements appearingelsewhere in this prospectus, we believe the following accounting policies are critical to the process of making significant judgmentsand estimates in the preparation of our consolidated financial statements.

Revenue Recognition and Deferred Revenue

We recognize revenue when all of the following conditions are met:

• persuasive evidence of an arrangement exists;

• our provision of services is complete;

• fees are fixed or determinable; and

• collection of fees is reasonably assured.

We derive revenue under long term contracts, which have initial terms that typically range from 10 to 15 years in length. Underthese contracts, we allow access to our cloud-based technology platform and provide bundled, technology-enabled services to ourclients and their faculty and students. We are entitled to, and recognize revenue based on, a contractually specified percentage of netprogram proceeds from our clients. These net program proceeds represent gross proceeds billed by our clients to students, less creditcard fees and other specified charges we have agreed to exclude in our client contracts. Net program proceeds are further offset byaccruals for expected refunds for our share of tuition and fees ultimately uncollected by our clients, as well as a provision for rebates oftuition to a limited group of students who enrolled in a specific client program between 2009 and 2011, which we will be required to payto such students if they complete their degrees and meet pre-specified, post-graduation work requirements within a defined period oftime after graduation. On occasion, we may make scholarship funds available to our clients to be awarded to students enrolled in theprograms we support. These amounts are recorded as a reduction of revenue. We recognize revenue ratably over the service period,which we define as the period from the first day of classes for each semester in a client's program through the last day of thatsemester. We invoice our clients based on enrollment reports that are generated by our clients. In some instances, these enrollmentreports are received prior to the conclusion of the drop/add period. In such cases, we establish a reserve against revenue, if necessary,based on our estimate of changes in enrollments expected prior to the end of the drop/add period.

We generate revenue from multiple-deliverable contractual arrangements with our clients. Under each of these arrangements,we provide:

• a cloud-based technology platform that serves as a virtual campus for our clients' faculty and students, while alsoenabling a comprehensive range of other client functions;

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• program marketing and application advising for student acquisition;

• in conjunction with each client's faculty members, content development for courses; and

• faculty and student support services, including technical training and support, non-academic student advising, academicprogress monitoring and career services. We also facilitate in-program field placements, student immersions and otherstudent enrichment experiences.

In order to treat deliverables in a multiple-deliverable contractual arrangement as separate units of accounting, deliverables musthave standalone value upon delivery. We have determined that no individual deliverable has standalone value upon delivery, andtherefore, deliverables within our multiple-deliverable arrangements do not qualify for treatment as separate units of accounting.Accordingly, we consider all deliverables to be a single unit of accounting and recognize revenue from the entire arrangement over theterm of the service period.

We generally receive payments from our clients early in each semester, which is prior to the completion of the service period.We record these advance payments as deferred revenue until our services are delivered or our obligations are otherwise met, at whichtime we recognize the revenue. As of each balance sheet date, deferred revenue is a current liability and represents the excess ofamounts we have billed or received over the amounts we have recognized as revenue in the consolidated statements of operations asof that date.

Accounts Receivable and Allowance for Doubtful Accounts

Our accounts receivable are stated at estimated realizable value. We utilize the allowance method to provide for doubtfulaccounts based on management's evaluation of the collectability of the amounts due. Our estimate is based on historical collectionexperience and a review of the current status of accounts receivable. Historically, we have experienced write-offs for uncollectibleaccounts that have been immaterial and have not significantly differed from our estimates. For all periods presented, we determinedthat no significant allowance for doubtful accounts for accounts receivable was considered necessary.

We have made, and may in the future make, advances to our clients before a new program launches to cover costs they incurfor instructional content creation, staffing and other start-up activities. Advances to clients are stated at estimated realizable value untilrepaid. We recognize imputed interest expense on these advance payments when there is a significant amount of imputed interest.

Internally Developed Software Costs

We capitalize some of the costs associated with internally developed software, primarily consisting of the direct laborassociated with creating the software. Software development projects generally include three stages: the preliminary project stage, inwhich all costs are expensed as incurred; the application development stage, in which some costs are capitalized and some costs areexpensed as incurred; and the post-implementation or operation stage, in which all costs are expensed as incurred.

The costs capitalized in the application development stage include the costs of designing, developing, coding our platform andintegrating it with the client's legacy systems, as well as the testing of various elements of the platform. The capitalization of costsrequires judgment in determining when a project has reached the application development stage and the period over which we expectto benefit from the use of that software. Once the software is placed in service, these costs are depreciated on a straight-line methodover the estimated useful life of the software, which is generally three to five years.

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Capitalized Content Development Costs

We collaborate with our clients' faculty members to develop and maintain educational content that is delivered to their studentsthrough our cloud-based technology platform. The online content developed jointly by us and our clients consists of subjects chosenand taught by the client's faculty members and incorporates references and examples designed to remain relevant over extendedperiods of time. Online delivery of the content, combined with live, face-to-face instruction, provides us with rapid user feedback, whichwe then use to make ongoing corrections, modifications and improvements to the course content. Much of our new contentdevelopment uses proven delivery platforms and is therefore primarily subject-specific in nature. As a result, a significant portion ofcontent development costs qualify for capitalization on our consolidated balance sheets due to the focus of our development efforts onthe unique subject matter of the content. Similar to on-campus programs offered by our clients, the online graduate degree programsthat we enable offer numerous courses for each degree. We therefore capitalize our development costs on a course-by-course basis.As students must matriculate into a client program in order to take a course, revenues and identifiable cash flows are also measuredat the client program level.

We develop content on a course-by-course basis in conjunction with the faculty for each client program. The client and itsfaculty generally provide course outlines in the form of the curriculum, required text books, case studies and other reading materials,as well as presentations that are typically used in the on-campus setting. We are then responsible for, and incur all of the expensesrelated to, the conversion of the materials provided by the client into a format suitable for delivery through our cloud-based technologyplatform.

Content development costs that qualify for capitalization are third-party direct costs, such as videography, editing and otherservices associated with creating digital content. Additionally, we capitalize internal payroll and payroll-related costs incurred toproduce and create videos and other digital content utilized in the clients' programs for delivery via our platform. Costs related to ourgeneral and administrative functions are not capitalizable and are expensed as incurred. We no longer capitalize content developmentcosts once the content has been fully developed by both us and our client, at which time we begin to amortize the capitalized contentdevelopment costs. We amortize these costs using the straight-line method over the estimated useful life of the respective capitalizedcontent program, which is generally five years.

Stock-Based Compensation

Stock options awarded to employees, directors and non-employee third parties are measured at fair value at each grant date.We consider what we believe to be comparable publicly traded companies, discounted free cash flows, and an analysis of ourenterprise value in estimating the fair value of our common stock. For awards subject to service-based vesting conditions, werecognize compensation expense on a straight-line basis over the requisite service period of the option award, adjusted for estimatedforfeitures. Options subject to service-based vesting generally vest at various times from the date of the grant, with most optionsvesting in tranches, generally over a period of four years.

Some of the stock options granted during the year ended December 31, 2012 were subject to both performance and service-based vesting conditions. We recognize compensation expense using an accelerated recognition method for awards subject toperformance-based vesting conditions when it is probable that the performance condition will be achieved.

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Determination of the Fair Value of Stock-Based Compensation Grants

The determination of the fair value of stock-based compensation arrangements is affected by a number of variables, includingestimates of the fair value of our common stock, expected stock price volatility, risk-free interest rate and the expected life of theaward. We value stock options using the Black-Scholes-Merton option-pricing model, which was developed for use in estimating thefair value of traded options that are fully transferable and have no vesting restrictions. Black-Scholes-Merton and other option valuationmodels require the input of subjective assumptions. The following summarizes the assumptions used for estimating the fair value ofstock options granted to employees for the periods indicated:

We have assumed no dividend yield because we do not expect to pay dividends for the foreseeable future, if at all, which isconsistent with our history. The risk-free interest rate assumption is based on observed interest rates for constant maturity U.S.Treasury securities consistent with the expected life of our employee stock options. The expected life represents the period of time thestock options are expected to be outstanding and is based on the simplified method. Under the simplified method, the expected life ofan option is presumed to be the midpoint between the vesting date and the end of the contractual term. We used the simplifiedmethod due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwise estimate theexpected life of the stock options. Expected volatility is based on historical volatilities for publicly traded stock of comparablecompanies over the estimated expected life of the stock options.

Our estimate of pre-vesting forfeitures, or the forfeiture rate, is based on historical behavior by stock option holders. Theestimated forfeiture rate is applied to the total estimated fair value of the awards, as derived from the Black-Scholes-Merton model, tocompute the stock-based compensation expense, net of pre-vesting forfeitures, to be recognized in our consolidated statements ofoperations.

Based upon an assumed initial public offering price of $12.00 per share, the midpoint of the range set forth on the cover of thisprospectus, the aggregate intrinsic value of outstanding options to purchase shares of our common stock as of December 31, 2013was $49.8 million, of which $31.4 million related to vested options and $18.4 million related to unvested options.

Determination of the Fair Value of Common Stock on Grant Dates

We are a private company with no active public market for our common stock. Therefore, in response to Section 409A of theInternal Revenue Code of 1986, as amended, related regulations issued by the Internal Revenue Service and accounting standardsrelated to stock-based compensation, we have periodically determined for financial reporting purposes the estimated per share fairvalue of our common stock at various grant dates using contemporaneous valuations performed in accordance with the guidanceoutlined in the American Institute of Certified Public Accountants Practice Aid, "Valuation of Privately-Held Company Equity SecuritiesIssued as Compensation," also known as the Practice Aid. We performed these contemporaneous valuations as of April 1, 2011,April 4, 2012, July 31, 2012, May 31, 2013, September 30, 2013, November 30,

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Year Ended December 31,

2011 2012 2013

Risk-free interest rate 1.1% - 2.7% 0.8% - 1.1% 0.9% - 2.0%Expected life (in years) 5.71 - 6.49 5.65 - 6.15 5.54 - 6.31Expected volatility 54% - 57% 57% - 61% 55% - 58%Dividend yield 0% 0% 0%Weighted average grant date fair value $1.76 $1.91 $4.58

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2013, December 31, 2013 and January 31, 2014. In conducting the contemporaneous valuations, we used relevant informationavailable to us and considered all objective and subjective factors that we believed to be relevant for each valuation conducted,including management's best estimate of our business condition, prospects and operating performance at each valuation date. Therelevant information leveraged and significant factors, assumptions and methodologies used included:

• independent third-party valuations performed contemporaneously or before the grant date, as applicable;

• the fact that we are a privately-held technology company and our common stock is illiquid;

• the nature and history of our business;

• our historical financial performance;

• our discounted future cash flows, based on our projected operating results;

• valuations of comparable public companies;

• the potential impact on common stock of liquidation preference rights of redeemable convertible preferred stock underdifferent valuation scenarios;

• recent issuances of our redeemable convertible preferred stock;

• recent sales of our common stock;

• general economic conditions and the specific outlook for our industry;

• the likelihood of achieving a liquidity event for shares of our common stock, such as an initial public offering, or IPO, or asale of our company, given prevailing market conditions, or remaining a private company; and

• the state of the IPO market for similarly situated privately-held technology companies.

The dates of our contemporaneous valuations have not always coincided with the dates of our stock-based compensationgrants. In such instances, management's estimates have been based on the most recent contemporaneous valuation of our shares ofcommon stock and our assessment of additional objective and subjective factors we believed were relevant as of the grant date. Theadditional factors considered when determining any changes in fair value between the most recent contemporaneous valuation and thegrant dates included our stage of development, our operating and financial performance, current business conditions, recenttransactions of our securities and the market performance of comparable publicly traded companies.

There are significant judgments and estimates inherent in these contemporaneous valuations. These judgments and estimatesinclude assumptions regarding our future operating performance, the time to completing an IPO or other liquidity event, and thedeterminations of the appropriate valuation methods. If we had made different assumptions, our stock-based compensation expense,net loss and net loss per share could have been significantly different.

Common Stock Valuation Methodologies

Up to and including the independent valuation performed as of April 4, 2012, we prepared our common stock valuations utilizingthe Option Pricing Method, or OPM. In the OPM, the value of our common stock and our redeemable convertible preferred stock areestimated as call options on the enterprise value, with exercise prices based on the respective liquidation preferences of each series ofthe redeemable convertible preferred stock. Under the OPM, our common stock has value only if the funds available for distribution tocommon stockholders exceed the value of the liquidation preference of our redeemable convertible preferred stock at the time of theliquidity event. The

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characteristics of each class of stock, including the conversion ratio and any liquidation preferences of the redeemable convertiblepreferred stock, determine the class of stock's claim on the enterprise value. Essentially, the rights of the common stockholders areequivalent to a call option on any value above the redeemable convertible preferred stockholders' liquidation preferences. Thus, ourcommon stock can be valued by estimating the value of its portion of each of these call option rights. The OPM, as applied under theBlack-Scholes-Merton model, is appropriate to use when the range of possible future outcomes is so difficult to predict that forecastswould be highly speculative.

Beginning with the independent valuation performed as of July 31, 2012, as greater certainty developed regarding a possibleliquidity event, we changed the methodology for allocating our enterprise value from the OPM to the Hybrid Method, which incorporatesthe probability-weighted expected return method, or PWERM, and the OPM. The Hybrid Method includes estimating the probability-weighted enterprise value under multiple scenarios, while using an OPM to then allocate the enterprise value to the various classes ofsecurities within the non-IPO scenarios to reflect the full distribution of possible non-IPO outcomes. We considered the Hybrid Methodto be a more appropriate model of non-IPO scenarios due to uncertainty regarding the timing or likelihood of specific alternative exitevents if we do not complete an IPO. Under the Hybrid Method, once the portion of the enterprise value allocated to the commonshares has been determined, the per share value is then discounted to its present value based on the expected timing of the liquidityevent. The common share value is also multiplied by an estimated probability for each scenario evaluated in the Hybrid Method. Wedetermined the probability and timing of two future exit scenarios, an IPO and a strategic merger or sale, based on discussionsbetween our board of directors and our management team.

Market Approach for Estimating Enterprise Value. Under the Practice Aid, the market approach uses similar guidelinecompanies in the marketplace or guideline companies effecting recent sales of securities to determine an implied valuation of thecompany based upon the price of the securities. When using the guideline company method of the market approach in determiningthe fair value of our common stock, we identified companies similar to our business and used these guideline companies to developrelevant market multiples and ratios. We then applied these market multiples and ratios to our financial forecasts to create anindication of total equity value. In selecting the guideline companies used in our analysis, we applied several criteria, includingcompanies in similar industries, companies we believed investors would perceive as similar to us based on economic and financialmeasures, and businesses that we believed entail a similar degree of investment risk. When using the similar transaction methodologyof the market approach in determining the fair value of our common stock, we used publicly disclosed data from arm's-lengthtransactions involving similar companies to develop relationships or value measures between the prices paid for the target companiesand the underlying financial performance of those companies. These value measures were then applied to our applicable operatingdata to create an indication of total equity value. When using the recent securities transaction method of the market approach indetermining the fair value of our common stock, we identified recent transactions of our securities to determine an implied valuation ofour total equity value based on the price of the securities.

For our independent valuations as of April 1, 2011 and April 4, 2012, we used recent sales of our redeemable convertiblepreferred stock as the primary driver in determining the fair value of our common stock. We used the guideline company method of themarket approach as part of determining the fair value of our common stock under the IPO and sale scenarios in the July 31, 2012independent valuation and all subsequent independent valuations. As an input for each of the independent valuations completed atthese dates, we performed a discrete assessment of publicly traded comparable companies, including companies that had recentlycompleted initial public

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offerings, to ensure that we had a representative sample of guideline companies upon which to base the valuations. The guidelinecompanies we used in the market approach for each of these valuations were the same companies we used to estimate our expectedvolatility for purposes of determining our stock-based compensation expense related to stock options granted during this period. Inaddition, we performed a discrete assessment of recent security transactions upon which to base the valuations.

Income Approach for Estimating Enterprise Value. For the income approach, as described by the Practice Aid, we usedthe discounted free cash flow method, which is based on the premise that equity value as of the respective valuation date is equal tothe projected future free cash flows and expected terminal value of the business, discounted by a required rate of return that investorswould demand given the risks of ownership and the risks associated with achieving the stream of projected future free cash flows.

We used the income approach as part of determining the fair value of our common stock under the IPO scenario beginning withour July 31, 2012 independent valuation and all subsequent independent valuations.

Option Grants

The following table summarizes by grant date the number of shares of common stock subject to stock options granted fromJanuary 1, 2012 through the date of this prospectus, as well as the associated per share exercise price and the estimated fair valueper share of our common stock on the grant date.

The grant dates in the table above represent accounting grant dates at which all of the accounting prerequisites had been metin order to issue the stock options and all terms had been communicated to stock option recipients. Significant factors contributing tothe determination of common stock fair value at the date of each grant beginning in fiscal year 2012 were as follows:

January, February, March and April 2012 Stock Option Grants. Our board of directors granted options to purchase anaggregate of 1,594,101 shares of common stock between January 25, 2012 and April 30, 2012, in each case with an exercise priceper share of $3.08. In estimating the fair value of our common stock to set the exercise price of the options as of these grant dates,the board of directors reviewed and considered an independent valuation report for our

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Grant Date

Number ofShares

UnderlyingOptions Granted

Exercise Priceper Share

Estimated Grant Date Fair Value per Share

January 25, 2012 472,500 $ 3.08 $ 3.08 February 15, 2012 425,000 3.08 3.08 February 28, 2012 316,601 3.08 3.08 March 6, 2012 180,000 3.08 3.08 April 30, 2012 200,000 3.08 3.08 May 15, 2012 155,150 3.14 3.14 July 13, 2012 95,000 3.14 3.14 October 3, 2012 407,500 5.75 5.75 November 7, 2012 7,500 5.75 5.75 January 17, 2013 247,500 5.75 6.73 January 31, 2013 120,000 5.75 6.81 May 8, 2013 638,500 5.75 7.37 November 26, 2013 423,500 8.45 9.43 December 19, 2013 175,000 8.45 9.68 January 30, 2014 45,000 9.50 11.00 March 6, 2014 1,134,482 11.00 11.00

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common stock as of April 1, 2011. The independent valuation report estimated a fair value of $3.08 for our common stock as of April 1,2011. Our board of directors determined that there were no significant factors affecting the value of our common stock that hadoccurred between April 1, 2011 and each of these grant dates.

The primary valuation considerations and assumptions for the April 1, 2011 valuation were:

• our issuance of Series C redeemable convertible preferred stock in March 2011 at a price of $7.34 per share;

• a risk-free interest rate of 2.24%;

• an expected volatility rate of 52% based on historical trading volatility for our comparable guideline companies;

• a lack of marketability discount rate of 33%; and

• anticipated timing of a liquidity event of 5 years from the valuation date.

May and July 2012 Stock Option Grants. Our board of directors granted options to purchase 250,150 shares of commonstock between May 15, 2012 and July 13, 2012, in each case with an exercise price per share of $3.14. In estimating the fair value ofour common stock to set the exercise price of the options as of these grant dates, the board of directors reviewed and considered anindependent valuation report for our common stock as of April 4, 2012. The independent valuation report estimated a fair value of $3.14for our common stock as of April 4, 2012. Our board of directors determined that there were no significant factors affecting the value ofour common stock that had occurred between April 4, 2012 and each of these grant dates.

The primary valuation considerations and assumptions for the April 4, 2012 valuation were:

• our issuance of Series D redeemable convertible preferred stock in March 2012 at a price of $7.81 per share;

• a risk-free interest rate of 0.53%;

• an expected volatility rate of 45% based on historical trading volatility for our comparable guideline companies;

• a lack of marketability discount rate of 23%; and

• anticipated timing of a liquidity event of 2.8 years from the valuation date.

The increase in the estimated fair value of our common stock from $3.08 per share as of April 30, 2012 to $3.14 per share as ofMay 15, 2012 was primarily due to the following:

• increased fair value assigned to our company by external investors as demonstrated by the issuance of the Series Dredeemable convertible preferred stock; and

• a reduction in the lack of marketability discount applied given the shortened anticipated timing of a possible liquidityevent.

October and November 2012 Stock Option Grants. Our board of directors granted options to purchase an aggregate of415,000 shares of common stock between October 3, 2012 and November 7, 2012, in each case with an exercise price per share of$5.75. In estimating the fair value of our common stock to set the exercise price of the options as of these grant dates, the board ofdirectors reviewed and considered an independent valuation report for our common stock as of July 31, 2012. The independentvaluation report estimated a fair value of $5.75 for our common stock as of July 31, 2012. Our board of directors determined that therewere no significant

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factors affecting the value of our common stock that had occurred between July 31, 2012 and these grant dates.

The primary valuation considerations and assumptions for the July 31, 2012 valuation were:

• The liquidity event scenario probabilities and valuation approach used for determining the fair value of our common stock,which were as follows:

In determining the probabilities, the board of directors observed that the IPO market was improving during the first half of2012, particularly within the technology sector and for companies of similar size and scale to us, and believed that anIPO by the end of 2014 was becoming a possibility. Other possible liquidity event scenarios, such as a strategic mergeror sale, were modeled collectively using the OPM due to uncertainties in their timing;

• the sale of common stock and series A redeemable convertible preferred stock to an unrelated third party by a formercompany executive and other shareholders in July 2012, at a price of $7.58 per share for the common stock and $7.58per share for the Series A redeemable convertible preferred stock;

• a weighted average cost of capital of 21.6%, which was used as the discount rate for the income approach;

• a lack of marketability discount rate of 25%;

• a risk-free interest rate of 0.23%;

• an expected life, or time until a liquidity event, of 2.0 years;

• an expected volatility yield of 55% based on historical trading volatility for our comparable guideline companies; and

• a dividend yield of 0%.

The increase in the estimated fair value of our common stock from $3.14 per share as of July 13, 2012 to $5.75 per share as ofOctober 3, 2012 was primarily due to the following:

• greater probability assigned to the IPO scenario;

• increased fair value assigned to our company by external investors as demonstrated by the recent sale of commonstock to an unrelated third party;

• increased market valuations of the guideline companies used in determining total equity value; and

• improvement in overall macroeconomic conditions.

January and May 2013 Stock Option Grants. Our board of directors granted options to purchase 1,006,000 shares ofcommon stock between January 17, 2013 and May 8, 2013 with an exercise price per share of $5.75. At the time of this grant, webelieved overall market conditions had not changed significantly since July 31, 2012. Therefore, the board of directors considered theprior independent valuation report for our common stock as of July 31, 2012, which estimated a fair value for our common stock of$5.75 as of July 31, 2012. Subsequently, we obtained an updated independent valuation report for our common stock as of May 31,2013. The independent valuation report estimated a fair value for our common stock of $7.50 as of May 31, 2013. In light of the

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updated valuation, we used a linear interpolation approach for financial accounting purposes to arrive at a per share fair value foraccounting purposes. Based on the linear interpolation, we established a per share fair value of $6.73, $6.81 and $7.37 as ofJanuary 17, 2013, January 31, 2013 and May 8, 2013, respectively.

The primary valuation considerations and assumptions for the May 31, 2013 valuation were:

• The liquidity event scenario probabilities and valuation approach used for determining the fair value of our common stock,which were as follows:

In determining the probabilities, the board of directors considered the continued stability in the IPO markets in 2013,particularly within the technology sector and for companies of similar size and scale to us, and believed that an IPOoccurring as early as the third quarter of 2014 was now a possibility. Other possible liquidity event scenarios, such as astrategic merger or sale, were modeled collectively using the OPM due to uncertainties in their timing;

• a weighted average cost of capital of 20.48%, which was used as the discount rate for the income approach;

• a lack of marketability discount rate of 25%;

• a risk-free interest rate of 0.10%;

• an expected life, or time until a liquidity event, of 1.2 years;

• an expected volatility yield of 55% based on historical trading volatility for our comparable guideline companies; and

• a dividend yield of 0%.

The increase in the estimated fair value of our common stock from $5.75 per share as of July 31, 2012 to $7.50 per share as ofMay 31, 2013 was primarily due to the following:

• greater probability assigned to the IPO scenario; and

• closer proximity of an anticipated IPO date.

November 2013 Stock Option Grants. Our board of directors approved option grants to purchase 248,500 and 175,000shares of common stock on October 1, 2013 and October 4, 2013, respectively, each with an exercise price per share to be basedupon an independent valuation report for our common stock as of September 30, 2013. On November 26, 2013, the board of directorsreceived and reviewed the independent valuation report for our common stock as of September 30, 2013, which estimated a fair valueof $8.45 for our common stock as of September 30, 2013. Therefore, the grant date of these options for accounting purposes isNovember 26, 2013. Subsequently, we obtained an updated independent valuation report for our common stock as of November 30,2013. The independent valuation report estimated a fair value for our common stock of $9.50 as of November 30, 2013. In light of theupdated valuation, we used a linear interpolation approach for financial accounting purposes to arrive at a per share fair value foraccounting purposes. Based on the linear interpolation, we estimated a per share fair value of $9.43 as of November 26, 2013.

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The primary valuation considerations and assumptions for the September 30, 2013 valuation were:

• The liquidity event scenario probabilities and valuation approach used for determining the fair value of our common stock,which were the same as in the May 2013 valuation;

• a weighted average cost of capital of 19.7%, which was used as the discount rate for the income approach;

• a lack of marketability discount rate of 20%;

• a risk-free interest rate of 0.10%;

• an expected life, or time until a liquidity event, of 0.8 years;

• an expected volatility yield of 50% based on historical trading volatility for our comparable guideline companies; and

• a dividend yield of 0%.

The increase in the estimated fair value of our common stock from $7.37 per share as of May 8, 2013 to $8.45 per share as ofSeptember 30, 2013 was primarily due to the following:

• closer proximity of an anticipated IPO date; and

• a lower lack of marketability discount resulting from the closer proximity of the estimated IPO date.

December 2013 Stock Option Grant. On December 19, 2013, our board of directors finalized the vesting terms of an optionto purchase 175,000 shares, with an exercise price of $8.45 per share, that was initially approved on October 4, 2013 based on theSeptember 30, 2013 valuation. Therefore, the grant date of this option for accounting purposes is December 19, 2013. Subsequently,we obtained an updated independent valuation report for our common stock as of December 31, 2013. The independent valuation reportestimated a fair value for our common stock of $9.80 as of December 31, 2013. In light of the updated valuation, we used a linearinterpolation approach, based on the independent valuations as of November 30, 2013 and December 31, 2013, each described below,to arrive at a per share fair value for accounting purposes of $9.68 as of December 19, 2013.

The primary valuation considerations and assumptions for the November 30, 2013 valuation were:

• The liquidity event scenario probabilities and valuation approach used for determining the fair value of our common stock,which were as follows:

In determining the probabilities, the board of directors considered the continued stability in the IPO markets in 2013,particularly within the technology sector and for companies of similar size and scale to us, and believed that an IPOoccurring as early as the third quarter of 2014 was still a possibility. Other possible liquidity event scenarios, such as astrategic merger or sale, were modeled collectively using the OPM due to uncertainties in their timing;

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• a weighted average cost of capital of 17.9%, which was used as the discount rate for the income approach;

• a lack of marketability discount rate of 15%;

• a risk-free interest rate of 0.11%;

• an expected life, or time until a liquidity event, of 0.7 years;

• an expected volatility yield of 45% based on historical trading volatility for our comparable guideline companies; and

• a dividend yield of 0%.

The increase in the estimated fair value of our common stock from $8.45 per share as of September 30, 2013 to $9.50 pershare as of November 30, 2013 was primarily due to the following:

• greater probability assigned to the IPO scenario; and

• a lower lack of marketability discount resulting from the closer proximity of the estimated IPO date.

The primary valuation considerations and assumptions for the December 31, 2013 valuation were:

• The liquidity event scenario probabilities and valuation approach used for determining the fair value of our common stock,which were as follows:

In determining the probabilities, the board of directors considered the continued stability in the IPO markets and anincreasing confidence that we would be able to complete an IPO by mid-2014;

• a weighted average cost of capital of 18.1%, which was used as the discount rate for the income approach;

• a lack of marketability discount rate of 15%;

• a risk-free interest rate of 0.10%;

• an expected life, or time until a liquidity event, of 0.6 years;

• an expected volatility yield of 45% based on historical trading volatility for our comparable guideline companies; and

• a dividend yield of 0%.

The increase in the estimated fair value of our common stock from $9.50 per share as of November 30, 2013 to $9.80 per shareas of December 31, 2013 was primarily due to the greater probability assigned to the IPO scenario.

January and March 2014 Stock Option and Restricted Stock Unit Grants. On November 26, 2013, our board of directorsapproved option grants to purchase 45,000 shares of common stock, with exercise prices per share to be based upon an independentvaluation report for our common stock as of November 30, 2013. On January 30, 2014, the board reviewed an

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independent valuation report for our common stock as of November 30, 2013, which estimated a fair value of $9.50 for our commonstock as of November 30, 2013. The board confirmed that the exercise price for the grants approved on November 26, 2013 would be$9.50 per share. Because the exercise price was fixed on January 30, 2014, the grant date of these options for accounting purposes isJanuary 30, 2014.

On January 30, 2014, the board of directors also approved option grants to purchase 63,500 shares of common stock under thenewly adopted 2014 equity incentive plan, with exercise prices per share to be based upon an independent valuation report for ourcommon stock as of January 31, 2014. On March 6, 2014, the compensation committee of our board of directors reviewed anindependent valuation report for our common stock as of January 31, 2014, which estimated a fair value of $11.00 for our commonstock as of January 31, 2014. The compensation committee confirmed that the exercise price for the grants approved on January 30,2014 would be $11.00 per share. Because the exercise price was fixed on March 6, 2014, the grant date of these options foraccounting purposes is March 6, 2014.

The primary valuation considerations and assumptions for the January 31, 2014 valuation were:

• The liquidity event scenario probabilities and valuation approach used for determining the fair value of our common stock,which were as follows:

In determining the probabilities, the compensation committee considered the continued stability in the IPO markets andan increasing confidence that we would be able to complete an IPO in the second quarter of 2014. Other possibleliquidity event scenarios, such as a strategic merger or sale, were modeled collectively using the OPM due touncertainties in their timing;

• a weighted average cost of capital of 17.7%, which was used as the discount rate for the income approach;

• a lack of marketability discount rate of 10%;

• a risk-free interest rate of 0.06%;

• an expected life, or time until a liquidity event, of 0.5 years;

• an expected volatility yield of 40% based on historical trading volatility for our comparable guideline companies; and

• a dividend yield of 0%.

The increase in the estimated fair value of our common stock from $9.80 per share as of December 31, 2013 to $11.00 pershare as of January 31, 2014 was primarily due to the greater probability assigned to the IPO scenario.

On February 3, 2014, the compensation committee recommended to the board of directors proposed awards of stock optionsand restricted stock units to our officers and other employees. On March 6, 2014, the compensation committee, acting pursuant to itsdelegated authority, approved the grant of options to purchase an aggregate of 1,070,982 shares of common stock, with an exerciseprice of $11.00 per share, and restricted stock units for an aggregate of 955,132 shares of common stock. Our compensationcommittee determined that there were no significant

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factors affecting the value of our common stock that had occurred between January 31, 2014 and March 6, 2014 and, therefore, thatthe fair market value of our common stock continued to be $11.00 per share as of the March 6, 2014 grant date.

Determination of Estimated Offering Price

In mid-March 2014, we determined the estimated initial public offering price per share of this offering, as set forth on the coverpage of this prospectus, to be between $11.00 and $13.00 per share. We note that, as is typical in IPOs, the preliminary range wasnot derived using a formal determination of fair value, but was determined based upon discussions between us and the underwriters.Among the factors considered in setting the preliminary range were prevailing market conditions and estimates of our businesspotential. In addition to this difference in purpose and methodology, we believe that the difference in value between the midpoint of thepreliminary range and management's determination of the fair value of our common stock on January 31, 2014 and March 6, 2014 of$11.00 per share was primarily the result of such determinations not assuming a 100% probability of an IPO. Our redeemableconvertible preferred stock currently has substantial economic rights and preferences over our common stock, and an IPO would resultin the conversion of this preferred stock and the corresponding elimination of these preferences, which results in an increased commonstock valuation as compared to the valuation as of January 31, 2014 and March 6, 2014.

Income Taxes

Income taxes are accounted for under the asset and liability method, which requires the recognition of deferred tax assets andliabilities for the expected future tax consequences of events that are included in the financial statements. Under this method, thedeferred tax assets and liabilities are determined based on the differences between the financial statement and tax bases of theassets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of achange in tax rates on the deferred tax assets and liabilities is recognized in earnings in the period when the new rate is enacted.Deferred tax assets are subject to periodic recoverability assessments. Valuation allowances are established, when necessary, toreduce deferred tax assets to the amount that more likely than not will be realized. We consider all positive and negative evidencerelating to the realization of the deferred tax assets in assessing the need for a valuation allowance. We currently maintain a fullvaluation allowance against our deferred tax assets.

We record a liability for unrecognized tax benefits resulting from uncertain tax positions taken or expected to be taken in a taxreturn. We account for uncertainty in income taxes using a two-step approach for evaluating tax positions. Step one, recognition,occurs when we conclude that a tax position, based solely on its technical merits, is more likely than not to be sustained uponexamination. Step two, measurement, determines the amount of benefit that is more likely than not to be realized upon ultimatesettlement with a taxing authority that has full knowledge of all relevant information. De-recognition of a tax position that was previouslyrecognized would occur if we subsequently determine that a tax position no longer meets the more likely than not threshold of beingsustained. We recognize interest and penalties, if any, related to unrecognized tax benefits as income tax expense in ourconsolidated statements of operations.

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Liquidity and Capital Resources

Sources of Liquidity

To date, we have funded our operations primarily through private placements of redeemable convertible preferred stock. Weraised $31.5 million and $26.0 million from the sale of redeemable convertible preferred stock in 2011 and 2012, respectively.

In 2012, we obtained a line of credit from Comerica Bank under which we were able to borrow up to $10.0 million. We neverborrowed any amounts under this facility. On December 31, 2013, we entered into a new credit agreement with Comerica Bank whichreplaced our prior line of credit with a new revolving line of credit. Under this revolving line of credit, we may borrow up to $37.0 millionfrom a syndicate of lenders including Comerica Bank and Square 1 Bank. Through the date of this prospectus, we have borrowed andrepaid in full $5.0 million under this facility. Under this revolving line of credit, we have the option of borrowing funds subject to (i) abase rate, which is equal to 1.5% plus the greater of Comerica Bank's prime rate, the federal funds rate plus 1% or the 30 day LIBORplus 1%, or (ii) LIBOR plus 2.5%. For amounts borrowed under the base rate, we may make interest-only payments quarterly, andmay prepay such amounts with no penalty. For amounts borrowed under LIBOR, we may make interest-only payments in periods ofone, two and three months and will be subject to a prepayment penalty if we repay such borrowed amounts before the end of theinterest period.

Borrowings under the line of credit are collateralized by all of our assets. The availability of borrowings under this credit line issubject to our compliance with reporting and financial covenants, including, among other things, that we achieve specified minimumthree-month trailing revenue levels during the term of the agreement and specified minimum six-month trailing profitability levels forsome of our client programs, measured quarterly. In addition, we are required to maintain a minimum adjusted quick ratio, whichmeasures our short term liquidity.

The covenants under the line of credit also place limitations on our ability to incur additional indebtedness or to prepaypermitted indebtedness, grant liens on or security interests in our assets, carry out mergers and acquisitions, dispose of assets,declare, make or pay dividends, make capital expenditures in excess of specified amounts, make investments, loans or advances,enter into transactions with our affiliates, amend or modify the terms of our material contracts, or change our fiscal year. If we are notin compliance with the covenants under the line of credit, after any opportunity to cure such non-compliance, or we otherwiseexperience an event of default under the line of credit, the lenders may require repayment in full of all principal and interestoutstanding. If we fail to repay such amounts, the lenders could foreclose on the assets we have pledged as collateral under the line ofcredit. We are currently in compliance with all such covenants.

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Working Capital

The following table summarizes our cash and cash equivalents, accounts receivable, working capital and cash flows for theperiods indicated:

Our cash at December 31, 2013 was held for working capital purposes. We do not enter into investments for trading orspeculative purposes. Our policy is to invest any cash in excess of our immediate requirements in investments designed to preservethe principal balance and provide liquidity. Accordingly, our cash is invested primarily in demand deposit accounts that are currentlyproviding only a minimal return.

Cash Flows

Operating Activities

Cash used in operations for the years ended December 31, 2011, 2012 and 2013 resulted primarily from our net losses, whichwere largely a function of our program marketing and sales efforts, as well as technology and content development to launch newclient programs, service and support personnel to support our growing program base, and the amount and timing of client payments.

Because we recognize revenue and collect payments around the academic schedules of our clients' programs, and becausethese do not generally correlate with monthly or quarterly financial reporting calendars, we have experienced, and may continue toexperience, large period-to-period changes in cash, accounts receivable and deferred revenue.

For the year ended December 31, 2011, net cash used in operating activities of $18.6 million consisted of a net loss of$24.9 million, reduced by $2.4 million in non-cash expenses and a $3.9 million net cash inflow from changes in working capital. Non-cash items consisted primarily of depreciation and amortization expense of $1.6 million and non-cash stock compensation charges of$0.8 million. The increase in cash resulting from changes in working capital consisted primarily of an increase in accrued expensesand other current liabilities of $3.4 million due primarily to higher lead generation costs, an increase in deferred revenue of $2.1 milliondriven primarily by an increase in payments received in advance of the spring 2012 semester for one of our client programs, anincrease in the rebate reserve of $0.6 million as certain students who enrolled in a specific client program became eligible to earn arebate and an increase in the accrual for expected refunds of $0.5 million. These amounts were partially offset by a $1.3 millionincrease in accounts receivable driven by increased revenues during the year, a $1.0 million increase in advances to clients related toa new program launch and a $0.6 million increase in prepaid expenses.

For the year ended December 31, 2012, net cash used in operating activities of $20.2 million consisted of a net loss of$23.1 million, reduced by $4.3 million in non-cash expenses and

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As of and for the Year Ended

December 31,

2011 2012 2013 (in thousands) Cash and cash equivalents $ 23,958 $ 25,190 $ 7,012 Accounts receivable 1,390 248 1,835 Working capital 12,597 15,794 (9,020)Cash (used in) provided by:

Operating activities (18,612) (20,185) (15,682)Investing activities (6,258) (5,215) (7,636)Financing activities 32,260 26,632 5,140

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increased by a $1.4 million net cash outflow from changes in working capital. Non-cash expenses consisted primarily of depreciationand amortization expense of $2.9 million and non-cash stock compensation charges of $1.4 million. The decrease in cash resultingfrom changes in working capital consisted primarily of a $5.0 million decrease in deferred revenue as our clients' semesters concludedand a $0.3 million increase in prepaid expenses and related party receivables. These amounts were partially offset by a decrease inaccounts receivable of $1.1 million driven by cash receipt timing differences, an increase in accounts payable of $1.3 million, anincrease in the accrual for expected refunds of $0.2 million and an increase in accrued expenses and other current liabilities of$1.0 million related to increased program accruals as we supported a greater number of degree offerings.

For the year ended December 31, 2013, net cash used in operating activities of $15.7 million consisted of a net loss of$28.0 million, reduced by $7.6 million in non-cash items and a $4.7 million net cash inflow from changes in working capital. Non-cashitems consisted primarily of depreciation and amortization expense of $4.3 million and non-cash stock compensation charges of$2.4 million. The increase in cash resulting from changes in working capital consisted primarily of an increase in accrued expensesand other current liabilities of $5.0 million primarily due to higher program marketing cost accruals to support a greater number of clientprograms, partially offset by other net decreases of $0.3 million.

Investing Activities

For the years ended December 31, 2011, 2012 and 2013, net cash used in investing activities was $6.3 million, $5.2 million and$7.6 million, respectively. In each period, these expenditures were for equipment, internally developed software and contentdevelopment and primarily supported the enhanced platform functionality associated with new client program launches.

Financing Activities

For the year ended December 31, 2011, net cash provided by financing activities was $32.3 million, of which $31.5 million camefrom the issuance of our Series C redeemable convertible preferred stock and $0.8 million came from the issuance of convertible debt.

For the year ended December 31, 2012, net cash provided by financing activities was $26.6 million, of which $26.0 million camefrom the issuance of our Series D redeemable convertible preferred stock and $0.6 million came from the exercise of stock options.

For the year ended December 31, 2013, net cash provided by financing activities was $5.1 million, of which $5.0 million camefrom the issuance of redeemable convertible preferred stock and $0.3 million came from the exercise of stock options. These proceedswere partially offset by $0.2 million used to repurchase shares of common stock from a former employee.

Operating and Capital Expenditure Requirements

We believe that the net proceeds of this offering, together with our existing cash balances and available borrowing capacityunder our revolving line of credit, will be sufficient to meet our minimum anticipated cash requirements through at least the next twelvemonths. If our available cash balances and net proceeds from this offering are insufficient to satisfy our liquidity requirements, we mayseek to sell equity or convertible debt securities or enter into an additional credit facility. The sale of equity and convertible debtsecurities may result in dilution to our stockholders and those securities may have rights senior to those of our common shares. If weraise additional funds through the issuance of convertible debt securities, these securities could contain covenants that would restrictour operations. We may require additional capital beyond our

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currently anticipated amounts. Additional capital may not be available on reasonable terms, or at all.

Contractual Obligations and Commitments

When we enter into new program agreements with our clients, we sometimes commit to certain minimum staffing and spendingamounts related to program marketing and sales activities. We believe we are currently in compliance with all such commitments.

We also have non-cancelable operating leases for our office space and furniture and equipment.

We have a $37.0 million line of credit from Comerica Bank and Square 1 Bank and have borrowed and repaid in full $5.0 millionunder this facility as of the date of this prospectus.

The following table summarizes our obligations under non-cancelable operating leases at December 31, 2013. Future eventscould cause actual payments to differ from these estimates.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, as defined in Item 303(a)(4)(ii) of SEC Regulation S-K, such as the use ofunconsolidated subsidiaries, structured finance, special purpose entities or variable interest entities.

Recent Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, No. 2013-11,"Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax CreditCarryforward Exists." This guidance provides financial statement presentation guidance on whether an unrecognized tax benefit mustbe presented as either a reduction to a deferred tax asset or separately as a liability. ASU No. 2013-11 will be effective for interim orannual periods beginning after December 15, 2013, which we will adopt as of January 1, 2014. The adoption of this guidance is notexpected to have a material impact on our financial condition, results of operations or disclosures.

Quantitative and Qualitative Disclosures about Market Risk

Market risk is the risk of loss to future earnings, values or future cash flows that may result from changes in the price of afinancial instrument. The value of a financial instrument may change as a result of changes in interest rates, exchange rates,commodity prices, equity prices and other market changes. Our exposure to market risk related to changes in foreign currencyexchange rates is deemed low as further described below. In addition, we do not use derivative financial instruments for speculative,hedging or trading purposes, although in the future we may enter into exchange rate hedging arrangements to manage the risksdescribed in the succeeding paragraphs.

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Payment Due by Period

Total

Less than 1 year 1 - 3 years 3 - 5 years

More than 5 years

(in thousands) Operating lease obligations $ 11,125 $ 2,513 $ 4,722 $ 3,151 $ 739

Total $ 11,125 $ 2,513 $ 4,722 $ 3,151 $ 739

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Interest Rate Risk

We are subject to interest rate risk in connection with potential borrowings available under our $37.0 million bank line of creditprocured in December 2013. Borrowings under the revolving line of credit bear interest at variable rates. Increases in the LIBOR or ourlender's prime rate would increase the amount of interest payable on any borrowings outstanding under this line of credit. Through thedate of this prospectus, we have borrowed and repaid in full $5.0 million under this line of credit.

Foreign Currency Exchange Risk

All of our current client contracts are denominated in U.S. dollars. Therefore, we have minimal, if any, foreign currencyexchange risk with respect to our revenue.

We have an office in Hong Kong for program marketing and student support and incur expenses related to its operations. Thefunctional currency of this office is Hong Kong Dollars, which exposes us to changes in foreign currency exchange rates. Hong KongDollar currency rates have historically been tied to the U.S. Dollar, however. In addition, because of the small size of our Hong Kongoffice and the relatively nominal amount of our expenses denominated in Hong Kong Dollars, we do not expect any material effect onour financial position or results of operations from fluctuations in exchange rates. However, our exposure to foreign currency exchangerisk may change over time as business practices evolve, and if our exposure increases, adverse movement in foreign currencyexchange rates could have a material adverse impact on our financial results.

Inflation

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. Throughour pricing model, we benefit from price increases implemented by our clients, and we continue to monitor inflation-driven costincreases in order to minimize their effects through productivity improvements and cost containment efforts. If our costs were tobecome subject to significant inflationary pressures, the price increases implemented by our clients, and our own pricing strategies,might not fully offset the higher costs. Our inability or failure to do so could harm our business, financial condition and results ofoperations.

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BUSINESS

Our Mission

2U enables great colleges and universities to bring their programs online, allowing them to transform the way higher educationis delivered. We believe that our cloud-based software-as-a-service platform allows our clients to reach students globally, enabling theeducation they provide to reach its highest potential so students can reach theirs.

Company Overview

We are a leading provider of cloud-based software-as-a-service solutions that enable leading nonprofit colleges and universitiesto deliver their high quality education to qualified students anywhere. Our innovative online learning platform and bundled technology-enabled services provide the comprehensive operating infrastructure colleges and universities need to attract, enroll, educate, supportand graduate their students. By leveraging our solutions, we believe our clients are able to expand their addressable markets whileproviding educational engagement, experiences and outcomes to their online students that match or exceed those of their on-campusofferings.

Our clients deploy our platform to offer high quality educational content, instructor-led classes averaging ten students persession in a live, intimate and engaging setting, and a rich social networking experience, all accessible through proprietary web-basedand mobile applications. This technology challenges every student to learn from the front row and every faculty member to engagestudents in new and innovative ways. We believe that our platform is flexible, easy to use, highly scalable and characterized by a highlevel of availability and security. Full course equivalent enrollments in our clients' programs grew from 14,099 during the twelve monthsended December 31, 2011 to 31,338 during the twelve months ended December 31, 2013, representing a compound annual growthrate of 49%. We measure full course equivalent enrollments in our clients' programs by determining, for each of the courses offeredduring a particular period, the number of students enrolled in that course multiplied by the percentage of the course completed duringthat period. Any individual student may be enrolled in more than one course during a period. From our inception through December 31,2013, a total of 8,540 unique individuals have enrolled as students in our clients' programs, and 82% of students who have ever enteredthese programs either have graduated or remain enrolled. By the time the last of these individuals graduate or leave our clients'programs, we estimate that they will have generated more than $475 million in total program tuition and fees for our clients.

Our clients are leading nonprofit colleges and universities, and eight of our nine clients with whom we have contracted to offer2U-enabled graduate programs were ranked by U.S. News and World Report among the top 75 undergraduate institutions in its 2014National University Rankings. Through our uncompromising focus on quality and deep understanding of the higher educationenvironment, we believe we have become not only a valued provider of the technology services our clients use to implement andmanage their critical online education operations, but also a trusted steward of their brands.

Our clients use our platform to offer full graduate degree programs online. Currently, eight well-recognized nonprofit colleges anduniversities offer graduate degrees through our platform, including the University of Southern California, Georgetown University, theUniversity of North Carolina at Chapel Hill and the University of California, Berkeley. We have recently contracted with SyracuseUniversity to offer a new graduate degree program in communications that we expect to launch in 2015, subject to the programreceiving necessary university, state and accreditation approvals. We believe we have additional opportunities to extend our reach intothe international, undergraduate and doctoral higher education markets.

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We believe that by delivering high quality degree programs and courses online using our platform, our clients can improveeducational outcomes and career opportunities for a larger number of students and, by doing so, broaden the global reach of theirbrands while maintaining their academic rigor and admissions standards. By deploying our platform, clients give their students, whoreceive the same degree or credit as their on-campus counterparts and generally pay equivalent tuition, the option of pursuing theireducations without potentially incurring the burden of moving, leaving existing employment or giving up family and community supportnetworks. This can substantially reduce the total cost of obtaining a degree and lower a student's total debt burden. It can also allowstudents for whom relocating is not an option to obtain a higher quality education than they might be able to access in their localcommunities.

We provide a suite of technology-enabled services, bundled with our platform, that are designed to promote adoption and usageof our software-as-a-service, or SaaS, solutions by clients and improve enrollment and retention of their students. We have primaryresponsibility for identifying qualified students for our clients' programs, generating potential student interest in the programs anddriving applications to the programs. We have developed sophisticated digital program marketing and student acquisition capabilities,and we work closely with our clients to help them create highly engaging multimedia instructional content for delivery on our platform.We also include other services that support the complete lifecycle of a higher education program or course, including facilitating in-program field placements and providing technical support. In addition, our platform provides clients with real-time data and deepanalytical insight related to student performance and engagement, student and faculty satisfaction, and enrollment. We provide thesignificant domain expertise and operating capacity our clients require to scale and operate successfully in the online environment.

Our client relationships are characterized by close, ongoing collaboration with faculty and administration, as well as a deepintegration between our clients' academic missions and operations and our technology and services. Our compensation from ourclients consists primarily of a specified share of the tuition and fees paid to our clients by students in the programs we enable, whichwe believe aligns our interests with those of our clients. This revenue model, combined with long contractual terms, enables us tomake the investment in technology, integration, content production, program marketing, student and faculty support and other servicesnecessary to create large, successful programs. In addition, our proprietary program-selection algorithm enables us to deploy capitalwith greater confidence as we can systematically identify programs that we believe have the highest probability of success for ourclients.

Our client contracts generally have initial terms between 10 and 15 years in length, and, since our inception, all of the clientsthat have engaged us remain active. A significant percentage of our annual revenue is related to students returning to our clients'programs after their first semester. In the twelve months ended December 31, 2013, 61% of our revenue was related to students whohad enrolled and completed their first semester prior to the start of the year. Of revenue recognized after March 31, 2013, 76% wasrelated to students who had enrolled and completed their first semester before that date. We believe this high percentage of revenuesattributable to returning students contributes to the predictability and recurring nature of our business.

We have achieved significant growth in a relatively short period of time. For the years ended December 31, 2011, 2012 and2013, our revenue was $29.7 million, $55.9 million and $83.1 million, respectively. For the years ended December 31, 2011, 2012 and2013, our net losses were $24.9 million, $23.1 million and $28.0 million, respectively, and our Adjusted EBITDA loss, a non-GAAPmeasure, was $22.5 million, $18.8 million and $21.2 million, respectively. For a reconciliation of Adjusted EBITDA loss to net loss,see "Selected Consolidated Financial Data—Adjusted EBITDA."

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Market Opportunity

The global higher education industry is undergoing a significant transition. Due primarily to macroeconomic conditions, publichigher education institutions in the United States and other countries in recent years have faced decreased governmental financialsupport and increased volatility in graduate enrollment rates. At the same time, we believe the long-term growth prospects of the globalhigher education industry are strong, as governments, corporations and individuals around the world are increasingly recognizing theimportance of education in a knowledge-based economy.

In addition, technology, and online learning in particular, is reshaping how institutions deliver and individuals access education.Rising rates of internet penetration, the rapid proliferation of mobile devices and the growth in cloud-based services are broadening theaccessibility of educational content and services as well as the potential reach of educational institutions. As a result, colleges anduniversities are rethinking their operational and business models, determining how to incorporate technology-enabled offerings intotheir long-term growth strategies and seeking cost-effective ways to expand their academic reach.

Rising Global Demand for Postsecondary Education

Higher education is a large and well-established market, both in the United States and worldwide. In the United States alone,total revenue for all degree-granting postsecondary institutions was over $550 billion for the 2010-2011 academic year, according to aMay 2013 report by the U.S. National Center for Education Statistics. The decade between 2000 and 2010 saw a 37% increase inenrollment in postsecondary degree granting institutions in the United States, from 15.3 million to 21.0 million, according to the U.S.Department of Education, and that number is expected to rise to 23.8 million by 2021, a further increase of 13%.

Rapid Growth in Online Education

The market for online postsecondary education has grown more rapidly than the overall postsecondary market, driven by theincreased acceptance of online programs among students, academic institutions and employers, and the greater flexibility andconvenience of many online programs. To date, the primary users of online education have been students enrolled in for-profitinstitutions, which we do not view as our competitors or part of the same industry given our focus on enabling leading nonprofitcolleges and universities to deliver their high quality degree programs and courses online.

We believe that in the past, many nonprofit institutions lacked confidence that online programs could offer sufficient quality toalign with their brands, market reputations and academic standards. However, recent academic research, as well as our ownexperience, has shown that academic outcomes in online environments are generally equivalent to or better than those in traditionalface-to-face environments. We also believe nonprofit institutions have been hesitant to adopt new initiatives given that they lacked thecapital, technological expertise and marketing capabilities necessary to build significant online operations. However, as technologyhas improved and online education initiatives have become more prominent, nonprofit colleges and universities are considering onlineeducation as a means to increase enrollments cost-effectively. According to a 2012 survey conducted by the Babson Survey ResearchGroup of Babson College, 69% of chief academic officers indicated that online learning is critical to their school's long-term strategy,up from less than 50% in 2002.

Challenges Faced by Providers of Postsecondary Education

During this period of transition, providers of higher education are facing three fundamental challenges. First, institutionsrecognize that the shift in education towards digital media is altering

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the competitive landscape. The internet is allowing new forms of instructional content and courses to proliferate, and education serviceproviders who are unable to navigate the online environment and offer a compelling value proposition to students may cede marketshare to their competitors.

Second, many institutions recognize that they do not possess the human or technological resources necessary to implement asuccessful online learning strategy. Scaling degree programs online requires robust technology platforms and support services,significant expertise in digital marketing and recruiting, and the ability to create highly engaging multimedia content. These are notcompetencies that colleges and universities have traditionally developed among their faculty and staff.

Third, many institutions face increasing financial challenges that prevent them from investing more heavily in developingtechnology-based solutions. In the United States, funding and endowment returns have declined in recent years. For example, in 2012,total state support for higher education declined by 7.6%, according to an annual report from the State Higher Education ExecutiveOfficers Association. At the same time, the National Association of College and University Business Officers reported in 2013 that theaverage return on higher education endowments in 2012 was negative for the third time in five years. Given this environment,institutions of higher education are actively looking for ways to increase revenue, such as by raising tuition or increasing enrollment.

Our Opportunity

We believe that an increasing number of institutions of higher education globally will implement online learning strategies toextend their reach and remain relevant to the needs of students. We believe we have a significant opportunity to help leading nonprofitcolleges and universities implement and scale high quality online degree programs, as well as protect and deliver on the promise oftheir brands. We believe that the transition of the higher education market to cloud-based online delivery is just beginning, and that weare uniquely positioned to capture market share by delivering compelling, value-producing services to these institutions. Our cloud-based SaaS solutions provide nonprofit colleges and universities with the ability to capitalize on the disruptive forces of onlineeducation while extending the academic reach of their programs. By doing so, our clients are able not only to fulfill their missions butalso to develop significant new sources of revenue through meaningful additional enrollments.

Our Approach

We provide a cloud-based SaaS platform and bundled technology-enabled services that enable leading nonprofit colleges anduniversities to deliver high quality online degree programs and courses. Our platform supports a wide range of university functions,such as enabling high quality educational content, instructor-led classes averaging ten students per session in a live, intimate andengaging setting, and a rich social networking experience, all accessible through proprietary web-based and mobile applications. Weassist our clients in developing engaging, premium quality academic content that we host on our platform. Our platform also serves asa hub for student and faculty interaction, and incorporates a live, or synchronous, learning experience, with pre-produced, orasynchronous, educational content and dynamic social networking. Furthermore, we offer services that support the complete lifecycleof a higher education program or course, including attracting students, facilitating in-program field placements and providing technicalsupport. Our clients retain control of, and responsibility for, admissions, financial aid, faculty, curriculum and the direct delivery ofacademic services such as teaching, grading and assessment. We integrate our platform with the various student information andother operating systems our clients use to manage functions within their institutions. In addition, our platform provides our clients withreal-time data and deep analytical insight related to student performance and

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engagement, student and faculty satisfaction, and enrollment. We believe that our platform is flexible, easy to use, highly scalable andcharacterized by a high level of availability and security.

Using our solutions, our clients can:

• Extend Institutional Mission and Reach. Our solutions enable clients to extend their brands and fulfill their missionsby delivering high quality education programs online to students anywhere in the world while maintaining their academicrigor and admissions standards. Through our platform, clients are able to reach students who otherwise may not havebeen able to enroll in their programs, thereby furthering their marketplace recognition and extending their institutionalpresence beyond geographic limitations. By utilizing our solutions, one of our clients, a highly ranked institution that hastraditionally drawn students primarily from its surrounding region, has graduated students who received instruction whileresiding in 47 states and 38 countries.

• Increase Revenue. Our solutions enable clients to increase their overall enrollments significantly, thereby growing theirtuition revenue. Students who enroll in our clients' programs through our platform generally pay the same tuition as on-campus students. As of December 31, 2013, one client's online program had nearly twice the number of studentsenrolled in the client's comparable on-campus program.

• Increase Scalability. Our solutions allow clients to extend beyond their physical boundaries and capacity constraintsto scale programs without the investment typically required to acquire, educate and service incremental on-campusstudents. Before launching its program with us, one of our clients had approximately 850 students in its on-campusdegree programs, and that number remains approximately the same today. In December 2013, less than three yearsafter launch, its online program had 545 students enrolled, increasing the client's total student population for this degreeby over 60%. Our solutions also allow our clients to identify and employ highly qualified teaching faculty withoutgeographic constraint.

• Deliver a Differentiated, Engaging Learning Environment. Our platform leverages advanced software technology toenable highly interactive learning experiences. Instructors are able to lead live, intimate discussions in seminar-styleclasses with an average of ten students per session. Students are able to access the full platform using proprietary web-based and mobile applications and engage with rich, multimedia-based educational content. We believe that thisdynamic, interactive learning environment is more engaging and impactful than traditional educational environments orother approaches to online education, encouraging students to remain in our clients' programs through graduation. Oneof our clients graduated its first class of students in 2013 with a 100% graduation rate, and more than 95% of thestudents who have ever entered its online program have either graduated or remain currently enrolled.

• Utilize Ongoing Data and Analytical Insight. Our solutions enable clients to track the engagement and learningoutcomes of students on our platform to a significantly greater degree than for their on-campus students. Through ouranalytics and reporting functions, clients can follow key data related to asynchronous student participation, classattendance, homework submission and overall engagement with the platform, and can provide timely intervention orsupport services as appropriate. This helps clients improve learning outcomes for their students.

• Increase Speed to Market. We bring technology and other capabilities that enable institutions to implement and scalean online degree program faster than they could on their own. We work closely with our clients' faculty to developengaging asynchronous multimedia course content, and apply our sophisticated digital marketing expertise to attractpotential students for our clients' programs. Our clients do not need to spend time installing

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servers, networking equipment or other infrastructure to ensure a scalable, reliable program offering.

Our Strengths

We believe the following to be our key strengths:

• Robust, Differentiated Software and Services Platform. We believe our robust cloud-based SaaS platform coupledwith our bundled technology-enabled services is highly differentiated in the marketplace. Our platform offers extensivefeatures, high configurability, an intuitive user interface and the ability to support synchronous and asynchronouslearning at scale. Our technology-enabled services are tightly integrated with our platform and together they provide abroad set of capabilities that would otherwise require the purchase of multiple, disparate point solutions.

• Proven Track Record Delivering SaaS Solutions for Leading Higher Education Institutions. We believe our trackrecord of successful implementations for leading nonprofit colleges and universities, together with the trust we have builtwith clients, create a significant competitive advantage. Additionally, we regularly conduct Net Promoter Score® surveyswith the faculty and students in each of our client programs. Net Promoter Score is a commonly used measure ofcustomer loyalty and satisfaction. We believe that the favorable scores received from both groups demonstrate that wedeliver our solutions in an effective and user-friendly manner.

• Proprietary, Data-Driven Approach to Growth. Through our experience launching and operating programs withleading nonprofit colleges and universities, we have developed a proprietary program-selection algorithm to drive theprocess for identifying new programs and clients. Our algorithm draws on a wide variety of data sets and is based on keymarket variables, including the existing market size of a degree, potential student demographics and clientcharacteristics. We believe our approach to identifying potential growth opportunities enables us to systematicallyidentify degrees at colleges and universities that we believe have the highest probability of success. Not only does itenable us to deploy capital with greater confidence, it also provides our clients with greater assurance of, and visibilityinto, program success.

• Dedicated Focus on Quality. We prioritize quality by employing a "white glove" service model. We are committed todelivering the technology and services required to ensure that every student and faculty member is fully supportedthroughout the life of each program. This model is designed to enable our clients to deliver academic programs that alignwith their brands and produce positive student outcomes, not only in educational achievement but also in terms ofgraduation rates and other key measures of success. It is also designed to support student satisfaction with, andretention in, our clients' programs. Through December 31, 2013, 82% of students who have ever entered our clients'programs have either graduated or remain enrolled.

• Attractive Financial Model with Significant Predictability and Visibility. We believe our financial model deliverssignificant operating leverage and visibility. Given the long-term nature of our contracts, which generally have 10 to15 year initial terms, we are able to benefit from increasing enrollments in clients' programs as those programs mature,leading to both revenue growth and expanding operating margins. In addition, we believe the significant portion of ourrevenue that is typically attributable to returning students contributes to the predictability and recurring nature of ourbusiness.

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Our Growth Strategy

We intend to continue our industry leadership as a provider of cloud-based SaaS solutions that enable leading nonprofitcolleges and universities to deliver education online. Our approach to growth is disciplined and focused on long-term success. Theprincipal elements of our strategy are to:

• Grow Our Client Base. We intend to expand beyond our existing client base through two focused approaches:

• Add Programs in New Academic Disciplines. We believe there is a substantial opportunity for us to increase the size of ourclient base by adding graduate programs in new academic disciplines within our core market of selective colleges anduniversities. According to the U.S. Department of Education, during the 2011-2012 academic year, U.S. institutions of highereducation offered graduate degrees in 1,000 separate disciplines. Of these disciplines, 140 had more than 1,000 graduates inthat year.

• Expand Within Existing Academic Disciplines. We are also actively targeting new graduate-level clients in academicdisciplines where we have existing programs. We believe this approach will enable us to leverage our program marketinginvestments across multiple client programs within specific academic disciplines, expanding the number of students who canaccess high quality educations and significantly decreasing student acquisition costs within those disciplines.

• Increase Enrollment and Add Programs with Existing Clients. We intend to continue to increase studentenrollments within the existing programs we enable for our clients. We will seek to accomplish this by acquiring anincreasing number of students for our clients' existing degree programs and by adding additional degree specialtieswithin a program, as we have done at the University of Southern California and Georgetown University. We have alsobeen able to expand our relationships with clients by adding degree programs at the same university, as we have at theUniversity of Southern California, the University of North Carolina at Chapel Hill and The George Washington University.

• Grow International, Undergraduate and Doctoral Presence. We believe that there is significant market demand forour solutions as colleges and universities worldwide seek to extend their brands by accessing the growing global marketfor higher education. Our existing client programs serve students in over 50 countries. In addition, we believe there is ameaningful opportunity to provide high quality online education experiences to undergraduate students and to expand ourgraduate offerings into doctoral programs.

• Continue to Innovate and Extend our Technological Leadership. Our ability to deliver innovative technology for ourclients has been central to our growth and success. We intend to increase the functionality of our platform and continueour investment in the development of new applications that extend our technological leadership.

Our Solutions

Our solutions consist of our cloud-based SaaS platform and bundled technology-enabled services.

Proprietary, Cloud-Based SaaS Platform

Online Campus

Our innovative online learning platform, Online Campus, enables our clients to offer high quality educational content togetherwith instructor-led classes in a live, intimate and engaging setting, averaging ten students per session, all accessible throughproprietary web-based and

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mobile applications. This virtual classroom experience is enhanced by extensive social networking capabilities that enable ongoinginteraction and collaboration. Online Campus allows our clients to provide a personalized learning environment for faculty and studentsas well as a robust online educational community.

Online Campus powers the following services:

• Virtual, Live Classes and Groups. Our platform enables a variety of live, small-group class sessions that are accessed online.Class sessions include a video feed of the instructor and each student, and each student has a "front row" seat in the virtualclassroom. Our technology solutions enable instructors to simultaneously lead group discussions, customize the virtualclassroom to their individual styles and display a variety of documents, images, charts, notes and videos. ThroughDecember 31, 2013, Online Campus has hosted approximately 97,000 live class sessions. Online Campus also enhancescollaboration by allowing students to interact during class sessions using face-to-face online interaction, establish breakoutgroups for student discussion and group work and share projects onscreen for group feedback. A recording of every live class ispermanently stored on our platform and made available to faculty and students for future reference. Additionally, our platform isavailable for students to collaborate in planned or ad hoc study or work groups, regardless of day or time.

• Delivery of High Quality, Engaging Content. Through Online Campus, we and our clients collaboratively create, publish anddeliver video and other asynchronous content, interactive course lectures, individual and group assignments and assessments.We have developed technology solutions to augment our content delivery capabilities, including our Bi-Directional Learning Tool,a technology we initially created to facilitate the Socratic method of teaching law. This technology enhances interactionbetween a faculty member and students, both individually and as a group, by blending asynchronous content and real-timestudent responses in the online environment.

• Dynamic Social Network ing. Online Campus provides an intuitive social interface that connects students to an extendednetwork of faculty, other students, researchers and administrators who are a part of their university community. Some clientsgrant extended or lifelong access to Online Campus, so that their students are generally able to review course content andrecorded class sessions from the courses they took. We provide users with fully customizable social profiles, multimediapostings and dynamic communication and notification tools designed to supplement the live classroom experience and promotemeaningful relationships.

Content Management System

Our content management system enables us and our clients to author, review and deploy asynchronous content into theironline programs. The content management system includes a set of project management and collaboration tools that allow clients toseamlessly integrate the work of faculty with that of our course production and content development staff.

Application Processing Portal

Our proprietary application system, known as the Online Application and Recommendation System, or OARS, automates theonline application process for prospective students of our clients' programs. OARS is integrated with the primary marketing site foreach program, directly funneling prospective students into each client's existing application process and providing automated workflowfor that process. Additionally, our system automates faculty review and student notification to improve the efficiency of theseprocesses.

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Customer Relationship Management

We have developed customer relationship management deployments configured for each client's specific programcharacteristics. Each deployment serves as the data hub for scheduling, student acquisition, student application, faculty admissionsreview, enrollment and student support for each program. Our clients and our staff, as appropriate, can review, maintain and track thisinformation to ensure that functions driven both by the client and by us are properly coordinated.

Technology-Enabled Services Supporting Client Program Lifecycle

We offer a comprehensive suite of technology-enabled services that support the complete lifecycle of a higher educationprogram or course. These services include the following:

• Content Development . Our content development staff works closely with our clients' faculty in a collaborative process toproduce high quality, engaging online coursework and content. We produce scripted and casual videos in studio and onlocation, transform static content into interactive materials and ultimately assemble customized online course materialsfor delivery through our Online Campus. While our clients retain control of and responsibility for the curricula, we workclosely with them to present the content in a highly engaging manner.

• Student Acquisition . We provide dedicated technology-enabled program marketing services to drive applications foreach client program. Our program-specific marketing teams develop creative assets, such as websites related to thefields of study of our clients' programs, and execute campaigns aimed at acquiring students cost-effectively. Our searchengine optimization team supports our lead generation efforts across all of our clients' programs. Our campaigns arefocused on finding the right prospective student at the right time in his or her search.

• Dedicated "White Glove" Service . High quality student and faculty support is a central pillar of our bundled serviceoffering. We are committed to delivering the technology and services required to ensure that every student and facultymember is fully supported throughout the life of each program. Some of the key services we provide include:

• Application Advising: Our program-dedicated teams work with prospective students as they consider and apply to a clientprogram. Once a student has submitted a completed application package through the OARS portal, it is routed to and reviewedby the university admissions office, which renders the final admission decision.

• Student and Faculty Support: We augment each student's academic experience by assigning a dedicated advisor to provideongoing individualized non-academic support. We also provide a dedicated support team that supports and trains universityadministration and faculty on how to use Online Campus and other components of our platform to facilitate outstanding liveinstruction.

• In-Program Student Field Placements: Our field placement team is dedicated to securing in-program field placementopportunities for students enrolled in our client programs. We work closely with faculty to identify and approve sites that meetcurriculum requirements. To date, our placement team has facilitated more than 15,500 individual in-program field placements inapproximately 10,000 organizations around the world.

• State Authorization Services . Each online program a client offers using our platform must comply with stateauthorization requirements in each state where the students enrolled in the program reside. We work with most of ourclients to identify and satisfy state authorization requirements.

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Technology

Our cloud-based SaaS platform is designed to deliver an exceptional end-user experience in a secure environment. To increasethe speed at which we develop and enhance our solutions, we use open-source technology and custom development of our owninstructional design tools and learning components.

Our technology stack resides completely in the cloud, with a high level of security and horizontal scalability. We work withAmazon Web Services, our cloud hosting provider, to ensure high levels of redundancy and general preparedness. We have the abilityto manage hundreds of server instances in Amazon Web Services and elsewhere through our automated deployment technologies.

Our application programming interface, or API, is at the core of all of our applications, providing a standardized way to provision,manage, engage and deliver content to students, faculty and administrators. The API supports advanced analytics that allow us tosearch and analyze student usage data to evaluate course content, inform continuous technology development and improve userexperiences. The API manages authentication and access for our entire technology stack and is designed to manage and interfacewith new technologies as they are introduced.

Our development process follows best practices in web security, including formal design reviews by operations securityconsultants, threat modeling and risk assessments. All deployed software undergoes recurring penetration testing performed bycertified industry experts. Our security risk assessment reviews begin during the design phase and continue through ongoingoperations.

All of our applications and application components are designed from the ground up to produce significant, readable andinterpretable data to centralized systems in the form of monitors and logs that allow us to proactively identify and mitigate potentialcapacity, performance and security issues. We design our platform to industry security standards as well as requirements set out incurrent applicable regulations and standards.

Program Marketing and Sales

We dedicate the bulk of our program marketing and sales efforts to acquiring students for our clients' programs, and havedeveloped highly sophisticated internet-based program marketing and student acquisition capabilities. At December 31, 2013, we had265 full-time employees in our program marketing and sales function.

Our model is not dependent on launching a large number of new programs per year, either with new or existing clients.Accordingly, we do not maintain a sales force targeted at new client or program acquisition. Rather, our new clients and programs arelargely generated through a direct approach by our senior management to selected colleges and universities. We use a proprietaryprogram selection algorithm to develop our pipeline of target clients. This data-centric model uses internally generated, publiclyavailable and purchased data on market size, selectivity, student demographics, competition and other factors to identify combinationsof colleges and universities and programs we believe will have the best prospects of long-term success.

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Clients

The following table sets forth our clients' graduate degree programs that we currently enable and their respective programlaunch dates:

In addition, the following table sets forth degree programs that we expect to launch in the remainder of 2014 and 2015 for ourclients, including one new client with which we recently contracted:

College/University Current Degree(s) Program Launch Date

University of Southern California —Rossier School of Education

Master of Arts in Teaching Master of Arts in Teaching, TESOL Master of Education in AdvancedInstruction

April 2009

University of Southern California —School of Social Work

Master of Social Work October 2010

Georgetown University — School ofNursing and Health Studies

Master of Science in Nursing March 2011

University of North Carolina at ChapelHill — Kenan-Flagler Business School

Master of Business Administration July 2011

Washington University in St. Louis —School of Law

Master of Laws in U.S. Law January 2013

University of North Carolina at ChapelHill — School of Government

Master of Public Administration January 2013

The George Washington University —School of Public Health and HealthServices

Master of Public Health June 2013

American University — School ofInternational Service

Master of Arts in InternationalRelations

May 2013

Simmons College — School ofNursing and Health Sciences

Master of Science in Nursing October 2013

University of California, Berkeley —School of Information

Master of Information and DataScience

January 2014

College/University Degree(s)

Expected Program Launch Date

The George Washington University —School of Public Health and HealthServices

Executive Master of HealthAdministration

April 2014

Simmons College — School of SocialWork

Master of Social Work July 2014

Simmons College — School of Bachelor of Science in Nursing(1) October 2014Nursing and Health Sciences

Syracuse University — S.I. NewhouseSchool of Public Communications

Master of Communication 2015(2)

University of Southern California —School of Social Work

Doctor of Social Work Fall 2015

In addition, we are piloting a program supporting a consortium of U.S. and international universities offering online undergraduatecourses to their students for credit.

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(1) For candidates holding an Associate Degree in Nursing.

(2) Subject to the program receiving necessary university, state and accreditation approvals.

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Our client contracts generally have initial terms of 10 to 15 years and do not permit either party to terminate for convenience.Most contracts impose liquidated damages for a client's non-renewal, unless the client otherwise terminates due to our uncuredbreach. We own most of the leads we generate for each of our client's programs. Each of our clients owns all of the academic contentthat we help them develop, although we are generally not obligated to develop content that will be functional anywhere but on ourplatform.

Our contracts also set forth the parties' respective rights to offer competitive programs. For example, some contracts permit usto offer competitive programs with other schools whose potential students are not academically qualified or otherwise interested in theprogram we offer with our client. Other contracts prohibit us from offering competitive programs with a specific list of schools, whethera certain number as listed on U.S. News & World Report's "best" schools list or a specifically enumerated list of schools negotiatedwith our client. One contract does not restrict our ability to offer competitive programs. In addition, any limitation on our ability to offercompetitive programs becomes inapplicable if a client either refuses to scale the program to accommodate all students qualifying foradmission into the program, or raises the program admissions standards above those at the time of contract execution. In addition,our contracts generally prohibit our clients from offering any online competitive program.

Our two longest running programs, launched in 2009 and 2010, are with the University of Southern California, or USC. For theyears ended December 31, 2011, 2012 and 2013, 94%, 78% and 69%, respectively, of our revenue was derived from these twoprograms. We expect USC will continue to account for a large portion of our revenue until our other client programs become moremature and achieve significantly higher enrollment levels.

We have contracts with the USC Rossier School of Education, or Rossier, to enable a Master of Arts in Teaching program, orMAT program, and with the USC School of Social Work to enable a Master of Social Work program. Under our contracts with each ofRossier and the School of Social Work, we are entitled to a specified percentage of the net program proceeds. With Rossier, we areeligible for an increased percentage of net program proceeds if the net program proceeds exceed a specified level. We advanced fundsto Rossier to help fund the startup of the MAT program, and these advanced amounts were subject to recoupment against portions ofthe net program proceeds under specified conditions. These two contracts each provide for an initial term of ten years, automaticrenewal for successive three-year terms unless either party gives one-year notice of non-renewal, and liquidated damages if Rossier orthe School of Social Work, as the case may be, fails to renew its respective contract after any term. Both contracts include a mutualrestriction from developing competitive programs during the term of the contract, subject to specified exceptions. These exceptionsinclude our development of programs that target students who may not otherwise be qualified for acceptance into the applicableprogram. These exclusivity obligations may be terminated or limited under specified circumstances.

Our program with the Georgetown University School of Nursing and Health Studies accounted for 15% and 16% of our revenuefor the years ended December 31, 2012 and 2013, respectively.

Competition

The overall market for technology solutions that enable higher education providers to deliver education online is highlyfragmented, rapidly evolving and subject to changing technology, shifting needs of students and educators and frequent introductionsof new methods of delivering education online. Several competitors provide solutions that compete with some of the capabilities of ourplatform. Two such competitors, EmbanetCompass and Deltak, were acquired in 2012 by Pearson and John Wiley & Sons,respectively, both of which are large education and publishing companies. There are also several new and existing vendors providingsome or all of the services we provide to other segments of the education market, and these vendors may pursue the

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institutions we target. In addition, nonprofit colleges and universities may elect to continue using or develop their own online learningsolutions in-house.

We expect that the competitive landscape will change as the market for online college programs at nonprofit institutionsmatures. We believe the principal competitive factors in our market include the following:

• brand awareness and reputation;

• robustness of technology offering;

• breadth and depth of service offering;

• ability to invest in program start-up costs;

• expertise in program marketing, student acquisition and student retention;

• quality of user experience;

• ease of deployment and use of solutions;

• level of customization, configurability, security, scalability and reliability of solutions; and

• quality of client base and track record of performance.

We believe we compete favorably on the basis of these factors. Our ability to remain competitive will depend, to a great extent,upon our ability to consistently deliver high quality technology solutions, meet client needs for content development, and acquire,support and retain students.

Intellectual Property

We protect our intellectual property by relying on a combination of copyrights, trademarks, trade secrets, patent applications,domain names and contractual agreements. For example, we rely on trademark protection in the United States and various foreignjurisdictions to protect our rights to various marks, including 2U, and other distinctive logos associated with our brand. We also haveone patent application pending in the United States, which is directed to computer-implemented processes that facilitateasynchronous student responses to teacher questions, which is a process we use in our Bi-Directional Learning Tool, a technology weinitially created to facilitate the Socratic method of teaching law.

We ensure that we own intellectual property created for us by signing agreements with employees, independent contractors,consultants, companies, and any other third party that creates intellectual property for us that assign any intellectual property rights tous.

Portions of our platform rely upon third-party licensed intellectual property.

We have also established business procedures designed to maintain the confidentiality of our proprietary information, includingthe use of confidentiality agreements with employees, independent contractors, consultants and companies with which we conductbusiness.

We continue to evaluate developing and expanding our intellectual property rights in patents, trademarks and copyrights, asavailable through registration in the United States and internationally.

For important additional information related to our intellectual property position, please review the information set forth in "RiskFactors — Risks Related to Intellectual Property."

Education Laws and Regulations

The higher education industry is heavily regulated. Institutions of higher education that award degrees and certificates to signifythe successful completion of an academic program are subject to regulation from three primary entities: the U.S. Department ofEducation, or DOE, accrediting

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agencies and state licensing authorities. Each of these entities promulgates and enforces its own laws, regulations and standards,which we refer to collectively as education laws.

We contract with postsecondary institutions that are subject to education laws. In addition, we ourselves are required to complywith certain education laws as a result of our role as a service provider to institutions of higher education, either directly or indirectlythrough our contractual arrangements with clients. Our failure, or that of our clients, to comply with education laws could adverselyimpact our operations. As a result, we work closely with our clients to maintain compliance with education laws.

Federal Laws and Regulations

Under the Higher Education Act of 1965, as amended, or the HEA, institutions offering postsecondary education must complywith certain laws and related regulations promulgated by the DOE in order to participate in the Title IV federal student financialassistance programs. All of our clients participate in the Title IV programs.

The HEA and the regulations promulgated thereunder are frequently revised, repealed or expanded. Congress historically hasreauthorized and amended the HEA in regular intervals, approximately every five to six years, with the next re-authorization processexpected to formally begin in 2014.

The 2014 re-authorization of the HEA could alter the regulatory landscape of the higher education industry, and thereby impactthe manner in which we conduct business and serve our clients. In addition, the DOE is independently conducting an ongoing series ofrulemakings intended to assure the integrity of the Title IV programs. The DOE also frequently issues formal and informal guidanceinstructing institutions of higher education and other covered entities how to comply with various federal laws and regulations. DOEguidance is subject to frequent change and may impact our business model.

Although we are not considered an institution of higher education and we do not directly participate in Title IV programs, we arerequired to comply with certain regulations promulgated by the DOE as a result of our role as a service provider to institutions that doparticipate in Title IV programs. These include, for example, regulations governing student privacy under Family Educational Rightsand Privacy Act, or FERPA. The most material obligations stem from new rules and revisions to existing regulations promulgated bythe DOE in 2010 as part of the so-called "program integrity" rules.

While the program integrity rules were targeted at for-profit institutions of higher education, most apply equally to traditionalcolleges and universities such as our clients, and they apply in particular to institutions contracting with outside vendors to provideservices, particularly in connection with distance education. These rules include principally the incentive compensation rule, themisrepresentation rule, the written arrangements rules and state authorization requirements. Many of the program integrity rules weresubsequently challenged, but survived, largely intact, in 2012 in a decision issued by the U.S. Court of Appeals for the District ofColumbia, Association of Private Sector Colleges and Universities v. Duncan . The more significant program integrity rules applicableto us or our clients are discussed in further detail below.

Incentive Compensation Rule

The HEA provides that any institution that participates in the Title IV federal student financial assistance programs must agreewith the DOE that the institution will not provide any commission, bonus or other incentive payment to any person or entity engaged inany student recruiting or admission activities.

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As part of the program integrity rules, the DOE issued revised regulations regarding incentive compensation effective July 1,2011. Under the revised regulations, each higher education institution agrees that will not "provide any commission, bonus, or otherincentive payment based in any part, directly or indirectly, upon success in securing enrollments or the award of financial aid, to anyperson or entity who is engaged in any student recruitment or admission activity, or in making decisions regarding the award of title IV,HEA program funds." Pursuant to this rule, we are prohibited from offering our covered employees, which are those involved with orresponsible for recruiting or admissions activities, any bonus or incentive-based compensation based on the successful recruitment,admission or enrollment of students into a postsecondary institution.

In addition, the revised rule initially raised a question as to whether our company itself, as an entity, is prohibited from enteringinto tuition revenue-sharing arrangements with clients. On March 17, 2011, the DOE issued official agency guidance, known as a"Dear Colleague Letter," or the DCL, providing guidance on this point. The DCL states that "[t]he Department generally views paymentbased on the amount of tuition generated as an indirect payment of incentive compensation based on success in recruitment andtherefore a prohibited basis upon which to measure the value of the services provided" and that "[t]his is true regardless of the mannerin which the entity compensates its employees." But the DCL also provides an important exception to the ban on tuition revenue-sharing arrangements between institutions and third parties. According to the DCL, the DOE does not consider payment based on theamount of tuition generated by an institution to violate the incentive compensation ban if the payment compensates an "unaffiliatedthird party" that provides a set of "bundled services" that includes recruitment services, such as those we provide. Example 2-B in theDCL is described as a "possible business model" developed "with the statutory mandate in mind." Example 2-B describes thefollowing as a possible business model:

A third party that is not affiliated with the institution it serves and is not affiliated with any other institution that provideseducational services, provides bundled services to the institution including marketing, enrollment application assistance,recruitment services, course support for online delivery of courses, the provision of technology, placement services forinternships, and student career counseling. The institution may pay the entity an amount based on tuition generated for theinstitution by the entity's activities for all the bundled services that are offered and provided collectively, as long as the entitydoes not make prohibited compensation payments to its employees, and the institution does not pay the entity separately forstudent recruitment services provided by the entity.

The DCL guidance indicates that that an arrangement that complies with Example 2-B will be deemed to be in compliance withthe incentive compensation provisions of the HEA and the DOE's regulations. Our business model and contractual arrangements withclient institutions closely follow Example 2-B in the DCL. In addition, we assure that none of our "covered employees" is paid anybonus or other incentive compensation in violation of the rule.

Because the bundled services rule was promulgated in the form of agency guidance issued by the DOE in the form of a DCLand is not codified by statute or regulation, the rule could be altered or removed without prior notice, public comment period or otheradministrative procedural requirements that accompany formal agency rulemaking. Similarly, a court could invalidate the rule in anaction involving our company or our clients, or in action that does not involve us. The revision, removal or invalidation of the bundledservices rule by Congress, the DOE or a court could require us to change our business model.

Misrepresentation Rule

The HEA prohibits an institution that participates in the Title IV programs from engaging in any "substantial misrepresentation"regarding three broad subject areas: (1) the nature of the school's

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education programs, (2) the school's financial charges and (3) the employability of the school's graduates. In 2010, as part of theprogram integrity rules, the DOE revised its regulations in order to significantly expand the scope of the misrepresentation rule.Although some of the DOE's most expansive amendments to the misrepresentation rule were overturned by the courts in 2012, mostof the 2010 amendments survived and remain in effect.

Under the new rule, "misrepresentation" is defined as any false, erroneous or misleading statement, written, visual or oral. Thisincludes even statements that "have the likelihood or tendency to deceive." Therefore, a statement need not be intentionally deceitfulto qualify as a misrepresentation. "Substantial misrepresentation" is defined loosely as a misrepresentation on which the person towhom it was made could reasonably be expected to rely, or has reasonably relied, to that person's detriment.

The new regulation also expands the scope of the rule to cover statements made by any representative of an institution,including agents, employees and subcontractors, and statements made directly or indirectly to any third party, including stateagencies, government officials or the public, and not just to students or prospective students.

Violations of the misrepresentation rule are subject to various sanctions by the DOE and violations may be used as a basis forlegal action by third parties. As a result, we and our employees and subcontractors, as agents of our clients, must use a high degreeof care to comply with the misrepresentation rule and are prohibited by contract from making any false, erroneous or misleadingstatements about our clients. To avoid an issue under the misrepresentation rule, we assure that all marketing materials are approvedin advance by our clients before they are used by our employees and we carefully monitor our subcontractors.

Accreditation Rules and Standards

Accrediting agencies primarily examine the academic quality of the instructional programs of an educational institution, and agrant of accreditation is typically viewed as confirmation that an institution or an institution's programs meet generally acceptedacademic standards. Accrediting agencies also review the administrative and financial operations of the institutions they accredit toensure that each institution has the resources to perform its educational mission. The DOE also relies on accrediting agencies todetermine whether institutions' educational programs qualify the institutions to participate in Title IV programs.

In addition to institutional accreditation, colleges and universities may require specialized programmatic accreditation forparticular educational programs. Many states and professional associations require professional programs to be accredited, andrequire individuals to have graduated from accredited programs in order to sit for professional license exams. Programmaticaccreditation, while not a sufficient basis for institutional Title IV Program certification by the DOE, assists graduates to practice orotherwise secure appropriate employment in their chosen field. Common fields of study subject to programmatic accreditation includeteaching and nursing.

Although we are not an accredited institution and are not required to maintain accreditation, accrediting agencies areresponsible for reviewing an accredited institution's third-party contracts with service providers like us and may require an institution toobtain approval from or to notify the accreditor in connection with such arrangements. One purpose of the notification and approvalrequirements is to verify that the accredited institution remains responsible for providing academic instruction leading to a credentialand provides oversight of other activities undertaken by third parties like us that are within the scope of its accreditation. We workclosely with our clients to assure that the standards of their respective accreditors are met and are not adversely impacted by us.

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Accrediting agencies are also responsible for assuring that any "written arrangements" to outsource academic instruction meetaccrediting standards and related regulations of the DOE. Our operations are generally not subject to such "written arrangements"rules because academic instruction is provided by our client institutions and not by us.

State Laws and Regulations

Each state has at least one licensing agency responsible for the oversight of educational institutions operating within itsjurisdiction. Continued approval by such agencies is necessary for an institution to operate and grant degrees, diplomas or certificatesin those states. Moreover, under the HEA, approval by such agencies is necessary to maintain eligibility to participate in Title IVprograms. The level of regulatory oversight varies substantially from state to state.

We and our clients may be subject to regulation in each state in which we or they own facilities, provide distance education orrecruit students. State laws establish standards for, among other things, student instruction, qualifications of faculty, location andnature of facilities and financial policies. The need to comply with applicable state laws and regulations may limit or delay our ability tomarket programs or offer new degree programs of our clients.

State regulatory requirements for online education are inconsistent between states, change frequently and, in some instances,are outmoded. In addition, the interpretation of state authorization regulations is subject to substantial discretion by the state agencyresponsible for enforcing the regulations. Some states have enacted legislation or issued regulations that specifically address onlineeducational programs, some of which may affect our operations.

As part of the program integrity rules, the DOE required, among other things, that an institution offering distance learning oronline programs secure the approval of those states which require such approval and provide evidence of such approval to the DOEupon request. This regulation dramatically increased the importance of state authorization because failure to obtain it could result in anobligation to return federal funds received by an institution. On July 12, 2011, the U.S. District Court for the District of Columbia struckdown those portions of regulations requiring proof of state approval for online education programs on procedural grounds, and thatholding was upheld by the United States Court of Appeals for the District of Columbia Circuit. However, on November 19, 2013, theDOE announced that it would consider issuing new regulations regarding state authorization for programs offered through distanceeducation. As a result, the DOE is widely expected to reinstate the 2010 rule, and may create new compliance obligations forinstitutions that offer educational programs abroad. DOE rulemaking to consider these and other issues is presently underway and isexpected to be completed by or before 2016.

We monitor state law developments closely and work closely with our clients to assist them with obtaining any requiredapprovals.

Other Laws

Our activities on behalf of institutions are also subject to other federal and state laws. These regulations include, but are notlimited to, consumer marketing and unfair trade practices laws and regulations, including those promulgated and enforced by theFederal Trade Commission, as well as federal and state data protection and privacy requirements.

Employees

As of December 31, 2013, we had 575 full-time employees and 19 part-time employees. None of our employees arerepresented by a labor union or covered by a collective bargaining agreement. We consider our relations with our employees to begood.

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Facilities

We lease approximately 65,700 square feet of space for our corporate headquarters in Landover, Maryland pursuant to a leasethat expires in July 2018. We also lease an aggregate of approximately 30,000 square feet of space in New York, Los Angeles,Chapel Hill, St. Louis and Hong Kong. We sublease a portion of this office space to third parties. We are currently evaluating optionsfor additional space in Landover and New York as needed to accommodate our growth, and we believe that we will be able to obtainsuch space on acceptable, commercially reasonable terms.

Legal Proceedings

From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are notpresently a party to any material legal proceedings, nor are we a party to any legal proceedings that, if determined adversely to us,would individually or taken together have a material adverse effect on our business, operating results, financial condition or cash flows.

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MANAGEMENT

Executive Officers and Directors

The following table sets forth information concerning our executive officers, directors and director nominees, including their agesas of January 1, 2014:

Executive Officers

Christopher J. Paucek

Mr. Paucek is a co-founder of our company and has served as our Chief Executive Officer since January 2012 and as a memberof our board of directors since March 2012. He previously served as our President and Chief Operating Officer from April 2008 throughDecember 2011. Prior to 2U, Mr. Paucek served as the chief executive officer of Smarterville, Inc., the parent company of Hooked onPhonics, from 2007 until 2008. From 2004 to 2007, Mr. Paucek served as vice president of business development and president ofEducate Products for Educate, Inc. In 2004, Mr. Paucek served as deputy campaign manager for the successful re-election campaignof United States Senator Barbara Mikulski. Mr. Paucek began his career in 1993 by co-founding Cerebellum Corporation, the mediacompany behind the award-winning educational Standard Deviants television program and video series, and he led Cerebellum as co-chief executive officer until 2003. Mr. Paucek holds a B.A. from The George Washington University and is currently enrolled in ourMBA@UNC program at the UNC Kenan-Flagler Business School of the University of North Carolina at Chapel Hill. Our board ofdirectors believes that Mr. Paucek's knowledge of our company as one of our co-founders, and his broad experience leading educationcompanies, enable him to make valuable contributions to the board.

Robert L. Cohen

Mr. Cohen has served as our President since November 2013 and as our Chief Operating Officer since April 2012 and previouslyserved as our Chief Financial Officer from our inception in 2008 until April 2012. From 2001 to 2008, Mr. Cohen held a number of seniorroles at The Princeton Review, including as executive vice president of strategic development and executive vice president and generalmanager of K12 Services. From 1985 to 2001, Mr. Cohen founded and operated a

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Name Age Position

Executive Officers: Christopher J. Paucek 43 Chief Executive Officer and DirectorRobert L. Cohen 48 President and Chief Operating OfficerCatherine A. Graham 53 Chief Financial OfficerJeff C. Rinehart 38 Chief Marketing OfficerJames Kenigsberg 37 Chief Technology Officer

Non-Management Directors: Paul A. Maeder 59 Director and Chairman of the BoardMark J. Chernis. 46 DirectorTimothy M. Haley 46 DirectorJohn M. Larson 62 DirectorMichael T. Moe 51 DirectorRobert M. Stavis 51 Director

Director Nominees: Sallie L. Krawcheck 49 Director NomineeEarl Lewis 58 Director Nominee

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franchise of The Princeton Review, before selling the franchise back to that company. Mr. Cohen attended Princeton University.

Catherine A. Graham

Ms. Graham has served as our Chief Financial Officer since April 2012. Prior to that, she served as chief financial officer forOnline Resources Corporation, a financial technology company, from 2002 to April 2012. Prior to that, she served as chief financialofficer for VIA NET.WORKS, Inc., an internet services and web hosting provider, from 1998 to 2002. Previously, she served in seniorfinancial positions with Yurie Systems, a telecommunications equipment manufacturer, and other public companies, as well as withseveral commercial banks. Ms. Graham holds a B.A. from the University of Maryland and an M.B.A. from Loyola College of Maryland.

Jeff C. Rinehart

Mr. Rinehart has served as our Chief Marketing Officer since March 2011. Prior to joining 2U, from 2000 to 2011, Mr. Rinehartworked for Capital One Financial Corporation, a financial services company in a series of progressively more senior leadership roles inits Marketing and Analysis division, including most recently as vice president of marketing strategy for Capital One's consumer creditcard division. Mr. Rinehart holds a B.S. and a master's degree in Economics from East Carolina University.

James Kenigsberg

Mr. Kenigsberg has served as our Chief Technology Officer since July 2010 and previously as Chief Information Officer fromSeptember 2008 to June 2010. From 2000 to 2008, Mr. Kenigsberg held various leadership positions at The Princeton Review,including from 2004 to 2008 as vice president of application development and product development. Prior to that, he served astechnical project manager at Ogilvy & Mathers in 2000 and as project engineer at Thomson Reuters from 1998 to 2000.Mr. Kenigsberg attended Hunter College.

Non-management Directors

Paul A. Maeder

Mr. Maeder has served on our board of directors since February 2010 and as chairman of our board since November 2012.Mr. Maeder is a General Partner of Highland Capital Partners, a venture capital firm he co-founded in 1988. He currently serves of theboards of several private companies. He holds a B.S.E. in Aerospace and Mechanical Sciences from Princeton University, an M.S.E.in Mechanical Engineering from Stanford University and a M.B.A. from the Harvard Business School. Our board of directors believesthat Mr. Maeder's broad experience investing in the online higher education and software industries and his experience serving as aboard member for numerous companies enable him to make valuable contributions to the board.

Mark J. Chernis

Mr. Chernis has served on our board of directors since January 2009. Mr. Chernis has served as Chief Operating Officer of theK12 Technology division of Pearson Education since June 2011 and previously was the president and chief operating officer ofSchoolNet, Inc. from March 2008 until its acquisition by Pearson in 2011. Mr. Chernis has held various positions at The PrincetonReview beginning in 1984, most recently serving as its President from 1995 to November 2007. Mr. Chernis holds a B.A. from VassarCollege. Our board of directors believes that Mr. Chernis's deep knowledge of the education industry and his experience with ThePrinceton Review enable him to make valuable contributions to the board.

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Timothy M. Haley

Mr. Haley has served on our board of directors since February 2010. Mr. Haley is a founding partner of Redpoint Ventures, aventure capital firm, and has been a Managing Director of the firm since 1999. Mr. Haley was also the managing director of InstitutionalVenture Partners, a venture capital firm, from 1998 to 2010. From 1986 to 1998, Mr. Haley was the president of Haley Associates, anexecutive recruiting firm in the high technology industry. Mr. Haley currently serves on the board of directors of Netflix, Inc. and severalprivate companies. Mr. Haley holds a B.A. from Santa Clara University. Our board of directors believes that Mr. Haley's broadexperience investing in software, consumer internet and digital media industries, and his experience serving as a board member fornumerous companies, enable him to make valuable contributions to the board.

John M. Larson

Mr. Larson has served on our board of directors since June 2009. Mr. Larson has served as the Executive Chairman and ChiefExecutive Officer of Triumph Higher Education Group, Inc., a culinary education company, since 2010. He also serves as President ofTriumph Group, Inc., a company that advises and invests in domestic and international education companies. Mr. Larson founded andserved as President, Chief Executive Officer and director of Career Education Corporation, or CEC, a publicly held post-secondaryeducation company, from its inception in 1994 through his retirement from the company in 2006, including as Chairman of the Boardfrom 2000 to 2006. He became Chairman Emeritus of CEC in 2006 and continues to serve in that position. He holds a B.S. inBusiness Administration from the University of California at Berkeley. Our board of directors believes that Mr. Larson's deep knowledgeof the higher education industry and his experience founding and leading a publicly held education company enable him to makevaluable contributions to the board.

Michael T. Moe

Mr. Moe has served on our board of directors since February 2013. Mr. Moe is the co-founder of GSV Capital Corp. and hasserved as its Chief Executive Officer and Chief Investment Officer and on its board of directors since September 2010. Prior to foundingGSV, in April 2009 Mr. Moe co-founded and served as an advisor to Next Advisors, which became GSV Advisors in May 2011. Alsoduring this time, Mr. Moe co-founded and served as chief executive officer of each of Next Up Media beginning in December 2009,which became GSV Media in May 2011, and Next Asset Management beginning in September 2010, which became GSV AssetManagement in May 2011. Prior to this, Mr. Moe co-founded and served as chairman and chief executive officer of ThinkEquityPartners, an asset management and investment banking firm focusing on venture capital, entrepreneurial and emerging growthcompanies, from 2001 to September 2008. Before ThinkEquity, he held positions as head of global growth research at Merrill Lynchand head of growth research and strategy at Montgomery Securities. Mr. Moe holds a B.A. in Political Science and Economics fromthe University of Minnesota. Our board of directors believes that Mr. Moe's broad experience investing in emerging growth equitymarkets and his experience serving as a board member for numerous companies enable him to make valuable contributions to theboard.

Robert M. Stavis

Mr. Stavis has served on our board of directors since April 2011. Mr. Stavis has been a partner at Bessemer Venture Partners,a venture capital firm, since 2000. Prior to joining Bessemer, Mr. Stavis was an independent private equity investor. Prior to that, heserved in various positions at Salomon Smith Barney, including as co-head of global arbitrage trading. Mr. Stavis holds a B.A.S. inEngineering from the University of Pennsylvania's School of Engineering and Applied Sciences and a B.S. in Economics from theUniversity of Pennsylvania's Wharton School. Our board of

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directors believes that Mr. Stavis's broad experience investing in the emerging software technology industry and his experience servingas a board member for numerous companies enable him to make valuable contributions to the board.

Director Nominees

Our board of directors has voted to expand the number of directors on our board from seven to nine, and to appoint the followingnew directors to fill the resulting vacancies, effective upon the closing of this offering. Each of these persons has agreed to join ourboard of directors at that time.

Sallie L. Krawcheck

Ms. Krawcheck will serve on our board of directors following the closing of this offering. Ms. Krawcheck has been the owner of85 Broads, a professional women's networking organization, since May 2013. Ms. Krawcheck was the President of Global Wealth &Investment Management for Bank of America from August 2009 to September 2011. Prior to joining Bank of America, Ms. Krawcheckheld a variety of senior executive positions at Citigroup from 2002 to 2008, including Chief Executive Officer of its Smith Barneydivision, Chief Financial Officer of Citigroup and Chief Executive Officer and Chairman of Citi Global Wealth Management. She servedas a director of BlackRock Inc. from 2009 to 2011 and Dell Inc. from 2006 to 2009. Ms. Krawcheck holds a B.A. from the University ofNorth Carolina at Chapel Hill and a M.B.A. from Columbia University. Our board of directors believes that Ms. Krawcheck's financialacumen and broad experience serving in leadership roles with financial and investment firms will allow her to make valuablecontributions to the board.

Earl Lewis

Mr. Lewis will serve on our board of directors following the closing of this offering. Since March 2013, Mr. Lewis has been thePresident of The Andrew W. Mellon Foundation, a philanthropic organization committed to advancing higher education, the arts andcivil society. From January 2013 to March 2013, he served as President-designate of the Mellon Foundation. Prior to joining the MellonFoundation, Mr. Lewis served as Provost and Executive Vice President of Academic Affairs at Emory University from 2004 toDecember 2012. He also held a variety of faculty positions at the University of California at Berkeley and the University of Michiganfrom 1984 through 2004, and served as Vice Provost for Academic Affairs — Graduate Studies and dean of the Horace H. RackhamSchool of Graduate Studies at the University of Michigan from 1998 to 2004. Mr. Lewis holds a B.A. from Concordia College and aM.A. and Ph.D. from the University of Minnesota. Our board of directors believes that Mr. Lewis's broad experience in academia, bothas a faculty member and as an administrator at leading universities, will allow him to make valuable contributions to the board.

Board Composition

Our board of directors currently consists of seven members. Our board of directors has voted to expand the number of directorson our board from seven to nine, effective upon the closing of this offering. Our current directors were elected to and currently serve onthe board pursuant to a voting agreement among us and several of our largest stockholders. This agreement will terminate upon thecompletion of this offering, after which there will be no further contractual obligations regarding the election of our directors.

In accordance with our amended and restated certificate of incorporation, which will become effective upon the closing of thisoffering, our board of directors will be divided into three classes, each of which will consist, as nearly as possible, of one-third of thetotal number of directors

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constituting our entire board and which will serve staggered three-year terms. At each annual meeting of stockholders, the successorsto directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meetingfollowing election. Our directors will be divided among the three classes as follows:

• Class I, which will consist of Messrs. Paucek, Maeder and Stavis, and their term will expire at our first annual meeting ofstockholders to be held after the completion of this offering;

• Class II, which will consist of Messrs. Haley, Lewis and Moe, and their term will expire at our second annual meeting ofstockholders to be held after the completion of this offering; and

• Class III, which will consist of Ms. Krawcheck and Messrs. Chernis and Larson, and their term will expire at our thirdannual meeting of stockholders to be held after the completion of this offering.

Our amended and restated bylaws, which will become effective upon completion of this offering, will provide that the authorizednumber of directors may be changed only by resolution approved by a majority of our board of directors. Any additional directorshipsresulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, eachclass will consist of one-third of the directors.

The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of ourmanagement or a change in control.

Director Independence

Our board of directors has undertaken a review of the independence of our current directors and director nominees andconsidered whether any director or director nominee has a material relationship with us that could compromise his or her ability toexercise independent judgment in carrying out his or her responsibilities. As a result of this review, our board of directors determinedthat Messrs. Chernis, Haley, Larson, Maeder, Moe and Stavis, representing six of our seven current directors, and Ms. Krawcheckand Mr. Lewis, both of our director nominees, are "independent directors" as defined under applicable NASDAQ rules.

Board Leadership Structure

Our board of directors has an independent chairman, Mr. Maeder, who has authority, among other things, to call and presideover board meetings, including meetings of the independent directors, and to set meeting agendas. Accordingly, the board chairmanhas substantial ability to shape the work of the board. We believe that separation of the positions of board chairman and chiefexecutive officer reinforces the independence of the board in its oversight of the business and affairs of the company. In addition, webelieve that having an independent board chairman creates an environment that is more conducive to objective evaluation and oversightof management's performance, increasing management accountability and improving the ability of the board to monitor whethermanagement's actions are in the best interests of the company and its stockholders. As a result, we believe that having anindependent board chairman enhances the effectiveness of the board as a whole.

Committees of the Board of Directors

Our board of directors has established an audit committee, a compensation committee and a nominating and corporategovernance committee, each of which has the composition and responsibilities described below. From time to time, the board mayestablish other committees to facilitate the management of our business. A copy of each committee's charter will be posted on ourwebsite, www.2u.com , upon the completion of this offering.

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Audit Committee

Our audit committee reviews our internal accounting procedures and consults with and reviews the services provided by ourindependent registered public accountants. Upon the completion of this offering, our audit committee will consist of three directors,Ms. Krawcheck and Messrs. Chernis and Haley, and our board of directors has determined that each of them is independent withinthe meaning of the applicable NASDAQ listing requirements and the independence requirements contemplated by Rule 10A-3 underthe Securities Exchange Act of 1934, as amended, or the Exchange Act. Ms. Krawcheck will be the chair of the audit committee andour board of directors has determined that she is an "audit committee financial expert" as defined by SEC rules and regulations. Ourboard of directors has determined that the composition of our audit committee meets the criteria for independence under, and thefunctioning of our audit committee complies with, the applicable requirements of the Sarbanes-Oxley Act, the NASDAQ Global Marketlisting requirements and SEC rules and regulations. Mr. Haley is a Managing Director of Redpoint Ventures, affiliates of which weexpect to beneficially own more than 10% of our common stock following this offering. Therefore, we may not be able to rely upon thesafe harbor position of Rule 10A-3 under the Exchange Act, which provides that a person will not be deemed to be an affiliate of acompany if he or she is not the beneficial owner, directly or indirectly, of more than 10% of a class of voting equity securities of thatcompany. However, our board of directors has made an affirmative determination that Mr. Haley is not an affiliate of our company. Weintend to continue to evaluate the requirements applicable to us and we intend to comply with the future requirements to the extentthat they become applicable to our audit committee. The principal duties and responsibilities of our audit committee include:

• appointing and retaining an independent registered public accounting firm to serve as independent auditor to audit ourconsolidated financial statements, overseeing the independent auditor's work and determining the independent auditor'scompensation;

• approving in advance all audit services and non-audit services to be provided to us by our independent auditor;

• establishing procedures for the receipt, retention and treatment of complaints received by us regarding accounting,internal accounting controls, auditing or compliance matters, as well as for the confidential, anonymous submission byour employees of concerns regarding questionable accounting or auditing matters;

• reviewing and discussing with management and our independent auditor the results of the annual audit and theindependent auditor's review of our quarterly consolidated financial statements; and

• conferring with management and our independent auditor about the scope, adequacy and effectiveness of our internalaccounting controls, the objectivity of our financial reporting and our accounting policies and practices.

Compensation Committee

Our compensation committee reviews and determines the compensation of all our executive officers. Upon the completion ofthis offering, our compensation committee will consist of three directors, Messrs. Larson, Stavis and Maeder, each of whom is a non-employee member of our board of directors as defined in Rule 16b-3 under the Exchange Act and an "outside director" as definedunder Section 162(m) of the Internal Revenue Code of 1986, as amended. Mr. Larson will be the chair of the compensation committee.Our board of directors has determined that the composition of our compensation committee satisfies the applicable independencerequirements under, and the functioning of our compensation committee complies with the applicable

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requirements of, NASDAQ listing rules and SEC rules and regulations. We intend to continue to evaluate and intend to comply with allfuture requirements applicable to our compensation committee. The principal duties and responsibilities of our compensationcommittee include:

• establishing and approving, and making recommendations to the board of directors regarding, performance goals andobjectives relevant to the compensation of our chief executive officer, evaluating the performance of our chief executiveofficer in light of those goals and objectives and setting, or recommending to the full board of directors for approval, thechief executive officer's compensation, including incentive-based and equity-based compensation, based on thatevaluation;

• setting the compensation of our other executive officers, based in part on recommendations of the chief executive officer;

• exercising administrative authority under our stock plans and employee benefit plans;

• establishing policies and making recommendations to our board of directors regarding director compensation;

• reviewing and discussing with management the compensation discussion and analysis that we may be required fromtime to time to include in SEC filings; and

• preparing a compensation committee report on executive compensation as may be required from time to time to beincluded in our annual proxy statements or annual reports on Form 10-K filed with the SEC.

Nominating and Corporate Governance Committee

Upon the completion of this offering, the nominating and corporate governance committee will consist of three directors,Messrs. Haley, Lewis and Moe. Mr. Haley will be the chair of the nominating and corporate governance committee. Our board ofdirectors has determined that the composition of our nominating and corporate governance committee satisfies the applicableindependence requirements under, and the functioning of our nominating and corporate governance committee complies with theapplicable requirements of, NASDAQ listing standards and SEC rules and regulations. We will continue to evaluate and will complywith all future requirements applicable to our nominating and corporate governance committee. The nominating and corporategovernance committee's responsibilities include:

• assessing the need for new directors and identifying individuals qualified to become directors;

• recommending to the board of directors the persons to be nominated for election as directors and to each of the board'scommittees;

• assessing individual director performance, participation and qualifications;

• developing and recommending to the board corporate governance principles;

• monitoring the effectiveness of the board and the quality of the relationship between management and the board; and

• overseeing an annual evaluation of the board's performance.

Code of Business Conduct and Ethics for Employees, Executive Officers and Directors

Effective upon the completion of this offering, we will adopt a Code of Business Conduct and Ethics, or the Code of Conduct,applicable to all of our employees, executive officers and directors. Following the completion of this offering, the Code of Conduct willbe available on our website at

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www.2u.com . The nominating and corporate governance committee of our board of directors will be responsible for overseeing theCode of Conduct and must approve any waivers of the Code of Conduct for employees, executive officers and directors. We expectthat any amendments to the Code of Conduct, or any waivers of its requirements, will be disclosed on our website.

Compensation Committee Interlocks and Insider Participation

None of our directors who currently serve as members of our compensation committee is, or has at any time during the pastyear been, one of our officers or employees. None of our executive officers currently serves, or in the past year has served, as amember of the board of directors or compensation committee of any other entity that has one or more executive officers serving on ourboard of directors or compensation committee.

Non-Employee Director Compensation

We have not historically paid cash retainers or other cash compensation with respect to service on our board of directors,except for reimbursement of direct expenses incurred in connection with attending meetings of our board of directors or committees ofour board of directors. We have at times granted stock options to some of our non-employee directors under our 2008 stock incentiveplan.

None of our non-employee directors received compensation for service on our board of directors during the year endedDecember 31, 2013 and, accordingly, we have not included a 2013 Director Compensation Table.

Christopher Paucek, our Chief Executive Officer, is also a director, but does not receive any additional compensation for hisservice as a director. Mr. Paucek's compensation as an executive officer is set forth below under "Executive Compensation —Summary Compensation Table."

We expect that our board of directors will adopt a director compensation plan for non-employee directors following thecompletion of this offering.

Non-Employee Director Equity Outstanding at 2013 Year End

The following table provides information about outstanding stock options held by each of our non-employee directors as ofDecember 31, 2013. All of these options were granted under our 2008 stock incentive plan, which is described under the caption"Equity Compensation Plans — 2008 Stock Incentive Plan."

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Name

Aggregate Option Awards Outstanding (#)

Mark J. Chernis 150,000(1)John M. Larson 100,000(2)

(1) An option for 100,000 shares vested in 16 equal quarterly installments at the end of each calendar quarterbeginning March 31, 2009. An option for 50,000 shares vests in eight equal quarterly installments at theend of each calendar quarter beginning March 31, 2013.

(2) This option vested as to 25% of the shares on June 18, 2010 and the remaining 75% of the shares vestedin 36 equal monthly installments thereafter on the last day of each subsequent month.

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EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth information regarding compensation earned during the years ended December 31, 2013 and 2012by our Chief Executive Officer, President and Chief Operating Officer, Chief Financial Officer, Chief Marketing Officer and ChiefTechnology Officer, which we refer to as our named executive officers.

Narrative to Summary Compensation Table

We review compensation annually, or more frequently in certain situations, for all of our employees, including our namedexecutive officers. In determining base salaries, bonus targets and equity incentive awards for our named executive officers, weconsider their historical compensation levels, compensation for comparable positions in the market, individual performance ascompared to our expectations and objectives, and our desire to drive short- and long-term results that are in the best interests of ourstockholders. We do not target a specific competitive position or a specific mix of compensation among base salary, bonus or long-term incentives.

Our board of directors, excluding our Chief Executive Officer, determines the compensation of our Chief Executive Officer, afterconsidering the recommendation of the compensation committee of our board of directors. The compensation committee of our boardof directors has historically determined the compensation of our named executive officers, other than our Chief Executive Officer, afterconsidering the recommendation of our Chief Executive Officer. In November 2013, our

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Name and Principal Position Year Salary Bonus

Option Awards

(1)(2)

Non-Equity Incentive Plan Compensation

(3)

All Other Compensation

(4) Total Christopher Paucek 2013 $ 300,000 $ 450,000 $ 4,026,718 121,406 $ 59,888 $ 4,958,012

Chief Executive Officer 2012 298,767 — 664,977 99,248 32,339 1,095,331 Robert Cohen 2013 281,623 — — 114,057 5,432 402,477

President and ChiefOperating Officer 2012 274,375 — 338,882 86,245 6,093 705,595

Catherine Graham(5) 2013 255,519 — — 103,405 5,432 364,356 Chief Financial Off icer 2012 157,197 — 330,920 60,423 2,163 550,703

Jeff Rinehart 2013 281,623 — — 113,969 4,108 399,700 Chief Marketing Officer 2012 267,708 — 174,382 83,312 48,693 574,095

James Kenigsberg 2013 258,333 — 197,709 83,635 5,432 545,109 Chief Technology Officer 2012 221,250 — 90,156 52,661 5,993 370,060

(1) This column reflects the full grant date fair value for options granted during the year as measured pursuant to ASC Topic 718 as stock-based compensation in our consolidated f inancial statements. Unlike the calculations contained in our f inancial statements, thiscalculation does not give effect to any estimate of forfeitures related to service-based vesting, but assumes that the executive w illperform the requisite service for the aw ard to vest in full. The assumptions w e used in valuing options are described in note 10 to ourconsolidated f inancial statements included in this prospectus.

(2) Amounts in this column for 2012 include the grant date fair value of stock option aw ards granted at the election of the off icer in lieu of aportion of the cash bonus payable under the terms of the 2012 Matrix Position Bonus Plan, as described under " — Narrative toSummary Compensation Table — Annual Bonus Plans — 2012 Bonus Plan." The grant date fair value for these options w as calculatedbased on the probable outcome of the performance conditions for the vesting of each aw ard and w as $8,017 for Mr. Paucek, $9,882for Messrs. Cohen and Rinehart and $7,906 for Mr. Kenigsberg. Assuming the highest level of performance achievement, the maximumpotential grant date fair value of the performance-based aw ards w ould have been $12,514 for Mr. Paucek, $15,426 for Messrs. Cohenand Rinehart and $12,341 for Mr. Kenigsberg.

(3) Amounts show n in this column for 2013 represent the cash amounts to be paid under our 2013 Matrix Position Bonus Plan. See " —Narrative to Summary Compensation Table — Annual Bonus Plans — 2013 Bonus Plan" for a description of the formula used todetermine these amounts. Amounts show n in this column for 2012 represent the cash amounts paid in June 2013 under our 2012 MatrixPosition Bonus Plan. See " — Narrative to Summary Compensation Table — Annual Bonus Plans — 2012 Bonus Plan" for a descriptionof the formula used to determine these amounts.

(4) See " — Narrative to Summary Compensation Table — Other Compensation" for a description of the items in this column.

(5) Ms. Graham joined the company on April 30, 2012. The salary amount for 2012 represents Ms. Graham's salary for the eight months thatshe w as employed by us during that year.

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compensation committee engaged a compensation consultant to advise the compensation committee regarding executivecompensation.

Base Salaries

Mr. Paucek's base salary is reviewed periodically by our board of directors and adjustments may be made upon therecommendations of the compensation committee. In December 2011, our board of directors appointed him as our Chief ExecutiveOfficer and set his annual base salary at $300,000. In October 2013, the compensation committee of our board of directors approvedan increase in Mr. Paucek's salary to $350,000, effective as of January 1, 2014.

Base salaries for our named executive officers other than our Chief Executive Officer are typically reviewed annually inconnection with their performance reviews and are generally effective as of April 1 of each year. Effective as of April 1, 2012, basesalaries for Messrs. Cohen, Rinehart and Kenigsberg were $275,000, $275,000 and $230,000, respectively, and as of April 1, 2013,they were increased to $284,350, $284,350 and $270,000, respectively. Ms. Graham's initial base salary of $250,000 was approved atthe time of her appointment as our Chief Financial Officer in April 2012 and was increased to $257,792 in April 2013.

Annual Bonus Plans

We seek to motivate and reward our employees, including our named executive officers, for achievements relative to ourcorporate goals and expectations for each fiscal year. Historically, our board of directors, upon the recommendation of thecompensation committee, has approved an annual bonus plan for certain employees, including our named executive officers. Ourannual plans have separate performance targets for each client program and the company, and participant bonus payouts arecalculated on various schedules that weight these goals depending on the participant's role. Our named executive officers participatein the schedule referred to as the Matrix Position Bonus Plan.

2013 Bonus Plan

For the 2013 Bonus Plan, Mr. Kenigsberg had a target bonus opportunity of 40%, and each of our other named executiveofficers had a target bonus opportunity of 50%, of his or her annual salary.

Bonus Targets. Under the 2013 Bonus Plan, the bonus payout for our named executive officers was based on theachievement of specified corporate goals as follows:

• 75% of the target payout was based on the achievement of three performance measures — expected future revenuesfrom new students, revenue and EBITDA — for our company overall in 2013. These goals were based on our 2013corporate budget as approved by the board of directors.

• 25% of the target payout was based on the achievement of the same three performance measures — expected futurerevenues from new students, revenue and EBITDA — for all client programs budgeted to be launched before or during2013. Credit for this portion of the target payout was weighted equally for these programs.

Achievement of the expected future revenues from new students, revenue and EBITDA targets for both the company overall andfor each program would result in earning 80% of each officer's target bonus opportunity. The bonus payout is then adjusted based ontwo additional factors — personal performance and the extent to which the actual expected future revenues from new students,revenue and EBITDA diverged from the target. For company and program performance, an officer's bonus can increase or decrease in5% increments if the performance measures are

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above or below the target, on a sliding scale. For personal performance, if an officer's performance is rated as below standard, theamount of bonus otherwise earned could be reduced by up to 50%.

If the financial targets for the company overall and for each program are exceeded, an officer could receive up to a maximum of120% of his or her target bonus opportunity. All bonuses under the 2013 are to be paid in cash to the officer.

The target bonus opportunity for our named executive officers under the 2013 Bonus Plan is summarized in the table below:

Determination of Bonuses. In March 2014, the compensation committee of the board of directors, acting pursuant todelegated authority and in accordance with the adjustments approved by the board of directors in January 2014, determined that wehad achieved the corporate goals at an overall weighted level of 81%, and therefore the payouts under the 2013 Matrix Bonus Plan toour named executive officers were as follows:

These bonus amounts for the named executive officers' performance during 2013 are reflected in the "Non-Equity Incentive Plan"column of the Summary Compensation Table above for 2013.

2012 Bonus Plan

For the 2012 Matrix Position Bonus Plan, Mr. Kenigsberg had a target bonus opportunity of 40%, and each of our other namedexecutive officers had a target bonus opportunity of 50% of his or her annual salary.

Bonus Targets. Under the 2012 Matrix Position Bonus Plan, the bonus payout for our named executive officers was basedupon the achievement of specified corporate goals as follows:

• 50% of the payout was based on the achievement of total revenue and EBITDA levels for our company overall during2012. These goals were based on our 2012 corporate budget as approved by the board of directors. We needed toachieve minimum company revenue and a minimum EBITDA levels for there to be any credit for this portion of thepayout.

• 50% of the target payout was based on the achievement of revenue and EBITDA or EBITDA loss targets for each of ourfour programs through 2011. The credit for this portion of the payout was weighted equally for these four programs at12.5% potential credit for each. Similar to the potential payout for total company performance, as described above, weneeded to achieve minimum program-specific revenue and minimum program-specific EBITDA or EBITDA loss targets forthere to be any credit for this portion of the payout.

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Name

2013 Eligible Base Compensation ($)

Target Bonus Percentage (%)

Target Bonus Payout ($)

Christopher Paucek 300,000 50 150,000 Robert Cohen 281,623 50 140,812 Catherine Graham 255,519 50 127,760 Jeff Rinehart 281,623 50 140,812 James Kenigsberg 258,333 40 103,333

Name Bonus Payout ($)

Christopher Paucek 121,406 Robert Cohen 114,057 Catherine Graham 103,405 Jeff Rinehart 113,969 James Kenigsberg 83,635

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The potential total payout based on the achievement of the corporate goals set forth above could have been further increased byup to 20% if we achieved targets for expected future revenues from students that enrolled in our client programs during 2012 and if wehad budgeted minimum cash balances on hand as of December 31, 2012.

Once management determined the level of corporate goal achievement set forth above, the potential bonus payout amount wasmultiplied by a percentage, between zero and 100%, depending upon the executive's personal performance rating. For our ChiefExecutive Officer, the full board of directors, excluding our Chief Executive Officer, determined the personal performance ratingcomponent of the bonus, which was based upon our compensation committee's assessment of our Chief Executive Officer'sachievement of specified performance goals. For named executive officers other than our Chief Executive Officer, the compensationcommittee, after consultation with our Chief Executive Officer, determined the personal performance rating component of the bonus.

As part of its approval of the 2012 Matrix Position Bonus Plan in January 2012, the board of directors allowed each executiveofficer to elect to receive stock options in lieu of a portion of the target bonus. Any executive who so elected would be able toexchange $3.00 of eligible cash bonus opportunity for an option to purchase one share of common stock. Any such options vested inaccordance with a performance-based vesting formula that is equivalent to the bonus formula described above.

The total bonus opportunity for our named executive officers under the 2012 Matrix Position Bonus Plan is summarized in thetable below:

Determination of Bonuses. In June 2013, the board of directors, upon the recommendation of the compensation committee,determined that we had achieved the corporate goals at an overall weighted level of 76.875%.

The compensation committee of our board of directors, and the full board of directors in the case of our Chief Executive Officer,determined that each of our named executive officers had achieved 100% of their personal performance objectives, and therefore thepayouts under the 2012 Matrix Bonus Plan to our named executive officers were as follows:

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Name

2012 Eligible Base

Compensation($)

Target Bonus

Percentage(%)

Gross Target Bonus Payout

($)

Portion Exchanged

for Stock

Options ($)

Net Target Cash Bonus

Payout ($)

Maximum Shares

Issuable under Stock

Options (1)

Christopher Paucek 298,767 50 149,383 (20,280) 129,103 8,112 Robert Cohen 274,375 50 137,188 (25,000) 112,188 10,000 Catherine Graham 157,197 50 78,599 — 78,599 — Jeff Rinehart 267,708 50 133,854 (25,000) 108,854 10,000 James Kenigsberg 221,250 40 88,500 (20,000) 68,500 8,000

(1) In each case, the maximum number is equal to 120% of the number of shares determined by dividing the portionexchanged by $3.00, as each option could vest as to 120% of such number of shares if all corporate goals wereachieved at their maximum levels and additional targets described above relating to expected future revenue fromnew students and cash balances were also achieved.

Name Bonus Payout ($)

Christopher Paucek 99,248 Robert Cohen 86,245 Catherine Graham 60,423 Jeff Rinehart 83,312 James Kenigsberg 52,661

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These bonus payouts were made in June 2013 for the named executive officers' performance during 2012 and are reflected inthe "Non-Equity Incentive Plan" column of the 2012 Summary Compensation Table above.

Each stock option granted to our named executive officers that they elected to receive in February 2012 in lieu of a portion ofbonus opportunity also vested in June 2013 as to 76.875% of the target number of shares, or approximately 64% of the maximumnumber of shares, underlying each option.

In addition to the annual bonus plans, our board of directors and compensation committee may make special cash bonusawards in their discretion. In October 2013, Mr. Paucek received a discretionary bonus in the amount of $450,000 in recognition of hisefforts in leading our company during 2013 and its transition to a public company. Mr. Paucek has agreed that he will repay 100% or50% of this bonus amount if he voluntarily resigns within the first or second years following the bonus payment date, respectively.

Stock Option Grants

Our 2008 stock incentive plan, or our 2008 plan, authorizes us to make grants to eligible recipients of incentive stock options,non-qualified stock options and restricted stock awards. To date, all of our awards under this plan have been in the form of stockoptions.

We typically grant stock options at the start of employment to each executive and certain other employees. We do not have aformal policy for granting additional equity at regular intervals, though we generally grant additional equity upon promotion andreevaluate option holdings and potential new grants as vesting progresses.

We typically award stock options on the date the board of directors or the compensation committee approves the grant, but insome cases the board of directors or the compensation committee may approve the grant of a stock option to be awarded on aparticipant's start date. We typically set the option exercise price at the fair market value of a share of our common stock on the dateof grant. Our time-vested stock option grants to our named executive officers typically vest as follows: 25% on the first anniversary of

the date of grant or, if earlier, the vesting commencement date, and 1/36 th per month thereafter, until fully vested at the end of fouryears. These stock option grants generally have a term of 10 years from the grant date.

In December 2011, in connection with the promotion of Mr. Paucek to the position of our Chief Executive Officer, our board ofdirectors awarded him an option to purchase 400,000 shares of our common stock at an exercise price of $3.08 per share.

In January 2012, our board of directors awarded options to Messrs. Cohen, Rinehart and Kenigsberg to purchase 200,000shares, 100,000 shares and 50,000 shares, respectively. Each of these options has an exercise price of $3.08 per share. In March2012, our board of directors approved the hiring of Ms. Graham, her appointment as our Chief Financial Officer and the grant of anoption to purchase 200,000 shares of our common stock to her. Ms. Graham's employment commenced in April 2012, at which timeshe was awarded the stock option described above with an exercise price of $3.08 per share.

In January 2013, our board of directors awarded options to Messrs. Paucek and Kenigsberg to purchase 500,000 and 50,000shares, respectively, at an exercise price of $5.75 per share. In October 2013, our board of directors approved the grant of options toMr. Paucek to purchase an aggregate of 350,000 shares at an exercise price of $8.45 per share. In November 2013 and December2013, the board of directors finalized the vesting terms with respect to 175,000 of the shares, and therefore, for accounting purposes,these options have grant dates of November 26, 2013 and December 19, 2013, respectively.

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In March 2014, the compensation committee of our board of directors approved the award of options and restricted stock unitsto each of our named executive officers as set forth in the table below. Each of the options has an exercise price of $11.00 per share.

Each option grant will vest as to 25% of the shares on January 31, 2015, with the remainder vesting in 36 equal monthlyinstallments thereafter. Each restricted stock unit award will vest as to 25% of the underlying shares on each of January 31, 2015,2016, 2017 and 2018. Vesting of all awards is subject to the officer's continued service with us as of the applicable vesting date.

Other Compensation

We offer a tuition reimbursement benefit for all of our employees. Under this program, we pay 100% of the cost of tuition foreligible employees and their spouses and dependents enrolled in one of our clients' eligible graduate programs. Mr. Paucek is enrolledin our MBA@UNC program, and we paid his tuition costs in the amount of $28,593 and $56,122 under this program during 2012 and2013, respectively.

We provided relocation benefits of $45,000 to Mr. Rinehart during 2012.

Other amounts shown in the "All Other Compensation" column in the Summary Compensation Table relate to companycontributions to the 401(k) plan and premiums we paid for term life insurance policies on behalf of the officer, consistent with thoseprovided to all of our employees.

Employment Arrangements

Please see "— Potential Payments upon Termination of Employment and in Connection with Change of Control Arrangements"for information regarding the severance provisions for Messrs. Paucek and Cohen, who are the only named executive officers whocurrently have such arrangements.

Outstanding Equity Awards at Fiscal Year End

The following table provides information about outstanding stock options held by each of our named executive officers atDecember 31, 2013. All of these options were granted under our 2008

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Name

Number of Shares Underlying Option

Grant Number of Shares

Underlying RSU Grant

Christopher Paucek 157,350 82,727 Robert Cohen 76,081 40,000 Catherine Graham 51,873 27,273 Jeff Rinehart 51,873 27,273 James Kenigsberg 51,873 27,273

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stock incentive plan. None of our named executive officers held restricted stock or other stock awards at the end of 2013.

Pension Benefits

Our executive officers did not participate in, or otherwise receive any benefits under, any pension plan sponsored by us duringthe year ended December 31, 2013.

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Number of Securities Underlying Unexercised

Options (#)

Option Exercise Price ($)

Option Expiration

Date

Name Exercisable Unexercisable(1) Christopher Paucek 384,000 — 0.60 01/23/2019

74,375 10,625 1.82 06/08/2020 191,667 208,333 3.08 02/27/2022 5,197(2) — 3.08 02/28/2022 — 500,000 5.75 01/31/2023 — 350,000 8.45 10/04/2023

Robert Cohen 20,000 — 0.60 01/23/2019 65,625 9,375 1.82 06/08/2020 95,833 104,167 3.08 02/13/2022 6,406(2) — 3.08 02/28/2022

Catherine Graham 83,333 116,667 3.08 04/30/2022 Jeff Rinehart 177,083 72,917 2.86 02/23/2021

47,917 52,083 3.08 02/13/2022 6,406(2) — 3.08 02/28/2022

James Kenigsberg 120,000 — 0.60 01/23/2019 17,500 2,500 1.82 06/08/2020 6,250 3,750 3.08 06/27/2021 23,958 26,042 3.08 02/13/2022 5,125(2) — 3.08 02/28/2022 — 50,000 5.75 02/25/2023

(1) Except as otherwise noted, all options shown vest 25% on the first anniversary of their grant date, and theremaining 75% vest thereafter in 36 equal monthly installments; in each case, the expiration date is 10 years afterthe grant date.

(2) The officer elected to forego a portion of his target cash bonus opportunity under the 2012 Matrix Bonus Plan andreceived this option in lieu of such portion. Each such option vested in June 2013 upon the satisfaction ofperformance conditions. See "— Narrative to Summary Compensation Table — Annual Bonus Plan" above.

(3) This option vests as follows: 25% of the shares underlying the option vested on February 23, 2012 and theremaining 75% of the shares underlying the option vest thereafter in 36 equal monthly installments.

(4) This option vests as follows: 25% of the shares underlying the option vested on January 1, 2013 and the remaining75% of the shares underlying the option vest thereafter in 36 equal monthly installments.

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Nonqualified Deferred Compensation

Our executive officers did not earn any nonqualified deferred compensation benefits from us during the year endedDecember 31, 2013.

Potential Payments upon Termination of Employment and in Connection with Change of Control Arrangements

We have entered into confidential information, invention assignment, work for hire, non-compete and no solicit/no hireagreements with each of Messrs. Paucek and Cohen which provide, among other things, that during the six-month period after theexecutive officer's termination of employment with the company, he may not engage, in any capacity, in the business of developing oradministering degree-granting distance learning higher education services without the advance written consent of our board. Inexchange for these agreements not to compete, we have agreed to pay Mr. Paucek or Mr. Cohen, as applicable, an amount duringthat six-month period at a rate equivalent to the highest salary earned during his employment with us, which amount can be paid in alump sum at the beginning of the six-month period or over time in accordance with our standard payroll practices.

Equity Incentive Plans

2014 Equity Incentive Plan

In February 2014, our stockholders approved our 2014 equity incentive plan, or our 2014 plan. Our 2014 plan provides for thegrant of incentive stock options to our employees and our parent and subsidiary corporations' employees, and for the grant ofnonstatutory stock options, restricted stock awards, restricted stock unit awards, stock appreciation rights, performance stock awardsand other forms of stock compensation to our employees, including officers, consultants and directors. Our 2014 plan also provides forthe grant of performance cash awards to our employees, consultants and directors.

Authorized Shares. A total of 2,800,000 shares of our common stock were initially reserved for issuance pursuant to the2014 plan. Of these shares, options to purchase an aggregate of 1,134,482 shares and restricted stock units covering 955,132 shareshave been granted as of the date of this prospectus. The remaining 710,386 shares are available for grant. In addition, the shares to bereserved for issuance under our 2014 plan will include (a) those shares reserved but unissued under our 2008 plan and (b) sharesreturned to our 2008 plan as the result of expiration or termination of awards (provided that the maximum number of shares that maybe added to the 2014 plan pursuant to (a) and (b) is 5,943,348 shares). The number of shares of our common stock that may beissued under our 2014 plan will automatically increase on January 1 of each year, for a period of ten years, from January 1, 2015continuing through January 1, 2024, by 5% of the total number of shares of our common stock outstanding on December 31 of thepreceding calendar year, or a lesser number of shares as may be determined by our board of directors.

Shares issued under our 2014 plan may be authorized but unissued or reacquired shares of our common stock. Shares subjectto stock awards granted under our 2014 plan that expire or terminate without being exercised in full, or that are paid out in cash ratherthan in shares, will not reduce the number of shares available for issuance under our 2014 plan. Additionally, shares issued pursuantto stock awards under our 2014 plan that we repurchase or that are forfeited, as well as shares reacquired by us as consideration forthe exercise or purchase price of a stock award or to satisfy tax withholding obligations related to a stock award, will become availablefor future grant under our 2014 plan.

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Administration. Our board of directors, or a duly authorized committee thereof, has the authority to administer our 2014 plan.Our board of directors has delegated its authority to administer our 2014 plan to our compensation committee under the terms of thecompensation committee's charter. Our board of directors may also delegate to one or more of our officers the authority to(i) designate employees other than officers to receive specified stock awards and (ii) determine the number of shares of our commonstock to be subject to such stock awards. Subject to the terms of our 2014 plan, the administrator has the authority to determine theterms of awards, including recipients, the exercise price or strike price of stock awards, if any, the number of shares subject to eachstock award, the fair market value of a share of our common stock, the vesting schedule applicable to the awards, together with anyvesting acceleration, the form of consideration, if any, payable upon exercise or settlement of the stock award and the terms andconditions of the award agreements for use under our 2014 plan.

The administrator has the power to modify outstanding awards under our 2014 plan, subject to the terms of the 2014 plan andapplicable law. Subject to the terms of our 2014 plan, the administrator has the authority to reprice any outstanding option or stockappreciation right, cancel and re-grant any outstanding option or stock appreciation right in exchange for new stock awards, cash orother consideration, or take any other action that is treated as a repricing under generally accepted accounting principles, with theconsent of any adversely affected participant.

Incentive Stock Option Limit. The maximum number of shares of common stock that may be issued upon exercise ofincentive stock options under our 2014 plan is 17,486,696 shares.

Section 162(m) Limits. No participant may be granted stock awards covering more than 3,100,000 shares of our commonstock under our 2014 plan during any calendar year pursuant to stock options, stock appreciation rights and other stock awardswhose value is determined by reference to an increase over an exercise price or strike price of at least 100% of the fair market value ofour common stock on the date of grant. Additionally, no participant may be granted in a calendar year a performance stock awardcovering more than 3,100,000 shares of our common stock or a performance cash award having a maximum value in excess of3,000,000 under our 2014 plan. These limitations enable us to grant awards that will be exempt from the $1,000,000 limitation on theincome tax deductibility of compensation paid per covered executive officer imposed by Section 162(m) of the Internal Revenue Code,or the Code.

Performance Awards. Our 2014 plan permits the grant of performance-based stock and cash awards that may qualify asperformance-based compensation that is not subject to the $1,000,000 limitation on the income tax deductibility of compensation paidper covered executive officer imposed by Section 162(m) of the Code. To enable us to grant performance-based awards that willqualify, our compensation committee can structure such awards so that the stock or cash will be issued or paid pursuant to suchaward only following the achievement of specified pre-established performance goals during a designated performance period.

Corporate Transactions. Our 2014 plan provides that in the event of a specified corporate transaction, including withoutlimitation a consolidation, merger, or similar transaction involving our company, the sale, lease or other disposition of all orsubstantially all of the assets of our company or the consolidated assets of our company and our subsidiaries, or a sale or dispositionof at least 50% of the outstanding capital stock of our company, the administrator will determine how to treat each outstanding stockaward. The administrator may:

• arrange for the assumption, continuation or substitution of a stock award by a successor corporation;

• arrange for the assignment of any reacquisition or repurchase rights held by us to a successor corporation;

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• accelerate the vesting of the stock award and provide for its termination prior to the effective time of the corporatetransaction;

• cancel the stock award to the extent not vested or not exercised at the time of the transaction;

• arrange for the lapse, in whole or in part, of any reacquisition or repurchase right held by us; or

• cancel the stock award prior to the transaction in exchange for a cash payment, which may be reduced by the exerciseprice payable in connection with the stock award.

The administrator is not obligated to treat all stock awards or portions of stock awards, even those that are of the same type, inthe same manner. The administrator may take different actions with respect to the vested and unvested portions of a stock award.

Change in Control. The administrator may provide, in an individual award agreement or in any other written agreementbetween us and the participant, that the stock award will be subject to additional acceleration of vesting and exercisability in the eventof a change in control. In the absence of such a provision, no such acceleration of the stock award will occur.

Plan Amendment or Termination. Our board has the authority to amend, suspend, or terminate our 2014 plan, provided thatsuch action does not materially impair the existing rights of any participant without such participant's written consent. No incentivestock options may be granted after the tenth anniversary of the date our board of directors adopted our 2014 plan.

2008 Stock Incentive Plan

Our board of directors adopted, and our stockholders approved, the 2008 plan in October 2008. The 2008 plan was mostrecently amended on May 8, 2013. Our 2008 plan provided for the grant of incentive stock options to our employees and theemployees of our subsidiaries, and for the grant of nonstatutory stock options, restricted stock awards and deferred stock awards toour employees, directors and consultants.

Authorized Shares. There were 6,980,000 shares of our common stock previously reserved for issuance under our 2008 plan.As of December 31, 2013, 1,036,652 shares of our common stock had been issued upon the exercise of options granted under our2008 plan, options to purchase 5,883,885 shares of our common stock were outstanding at a weighted average exercise price of $3.53per share, and 59,463 shares remained available for future grant under our 2008 plan. Effective as of the effectiveness of our 2014 plan,no further options or stock awards can be granted under our 2008 plan, but all outstanding stock awards granted under the 2008 plancontinue to be governed by their existing terms.

Administration. Our board of directors, or a committee thereof appointed by our board of directors, administers our 2008 planand the option and stock awards granted under it. Our board of directors has delegated its authority to administer our 2008 plan to ourcompensation committee.

Corporate Transactions. Our 2008 plan provided that, in the event of a change in control transaction, all outstanding stockoptions shall become fully vested and exercisable and the restrictions and deferral limitations applicable to all outstanding restrictedstock and deferred stock awards shall be deemed fully vested immediately prior to the change in control transaction, unless thesurviving corporation or a parent or subsidiary thereof assumes such awards or substitutes equivalent awards therefor. Any stockoptions which are neither assumed or substituted in connection with the change in control nor exercised as of the effective date of thechange in control shall terminate and cease to be outstanding as of the effective date of the change in control. In

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addition, if, in connection with or within one year following a change in control in which the successor corporation has assumed orsubstituted employee options, either an employee's employment is terminated by the successor corporation without cause, as definedin the 2008 plan, or the employee terminates employment after being reassigned, as defined in the 2008 plan, then all awards thenheld by the employee shall become fully vested and exercisable and the restrictions and deferral limitations applicable to any suchawards shall lapse and such awards shall be deemed fully vested.

401(k) Plan

We maintain a tax-qualified retirement plan that provides eligible U.S. employees with an opportunity to save for retirement on atax advantaged basis. Eligible employees are able to defer eligible compensation subject to applicable annual Code limits. Currently,we match one-third of each eligible employee's contributions up to 6% of total eligible compensation. Employees' pre-tax contributionsare allocated to each participant's individual account and are then invested in selected investment alternatives according to theparticipants' directions. Employees are immediately and fully vested in their contributions, and our matching contribution is alsoimmediately and fully vested when made. The 401(k) plan is intended to be qualified under Section 401(a) of the Code with the 401(k)plan's related trust intended to be tax exempt under Section 501(a) of the Code. As a tax-qualified retirement plan, contributions to the401(k) plan and earnings on those contributions are not taxable to the employees until distributed from the 401(k) plan.

Limitations on Liability and Indemnification

Upon completion of this offering, our amended and restated certificate of incorporation will contain provisions that limit theliability of our current and former directors for monetary damages to the fullest extent permitted by the Delaware General CorporationLaw, which provides that directors of a corporation will not be personally liable to us or to our stockholders for monetary damages forany breach of fiduciary duties as a director. However, these provisions do not eliminate or limit the liability of our directors for:

• any breach of the director's duty of loyalty to the corporation or its stockholders;

• any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

• unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the DelawareGeneral Corporation Law; or

• any transaction from which the director derived an improper personal benefit.

This limitation of liability does not apply to liabilities arising under federal securities laws and does not affect the availability ofequitable remedies such as injunctive relief or rescission.

Our amended and restated certificate of incorporation and our amended and restated bylaws will provide that we are required toindemnify our directors to the fullest extent permitted by the Delaware General Corporation Law. Our amended and restated bylaws willalso provide that, upon satisfaction of certain conditions, we are required to advance expenses incurred by a director in advance of thefinal disposition of any action or proceeding, and permit us to secure insurance on behalf of any officer, director, employee or otheragent for any liability arising out of his or her actions in that capacity regardless of whether we would otherwise be permitted toindemnify him or her under the provisions of Delaware law. Our amended and restated bylaws will also provide our board of directorswith discretion to indemnify our officers and employees when determined appropriate by the board. We have entered and expect tocontinue to enter into agreements to indemnify our directors as determined by the board of directors. With certain exceptions, these

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agreements provide for indemnification for related expenses including, among other things, attorneys' fees, judgments, fines andsettlement amounts incurred by any of these individuals in any action or proceeding. We believe that these bylaw provisions andindemnification agreements are necessary to attract and retain qualified persons as directors. We also maintain customary directors'and officers' liability insurance.

The limitation of liability and indemnification provisions in our amended and restated certificate of incorporation and amendedand restated bylaws may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duty. Theymay also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, mightbenefit us and other stockholders. Further, a stockholder's investment may be adversely affected to the extent that we pay the costsof settlement and damage awards against directors and officers as required by these indemnification provisions. At present, there is nopending litigation or proceeding involving any of our directors, officers or employees for which indemnification is sought and we are notaware of any threatened litigation that may result in claims for indemnification.

Rule 10b5-1 Sales Plans

Our directors and executive officers may adopt written plans, known as Rule 10b5-1 plans, in which they will contract with abroker to buy or sell shares of our common stock on a periodic basis. Under a Rule 10b5-1 plan, a broker executes trades pursuant toparameters established by the director or executive officer when entering into the plan, without further direction from them. The directoror executive officer may amend a Rule 10b5-1 plan in some circumstances and may terminate a plan at any time. Our directors andexecutive officers also may buy or sell additional shares outside of a Rule 10b5-1 plan when they are not in possession of materialnonpublic information subject to compliance with the terms of our insider trading policy. Prior to 180 days after the date of this offering,subject to early termination, the sale of any shares under Rule 10b5-1 plan would be subject to the lock-up agreement that the directoror executive officer has entered into with the underwriters.

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CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

The following is a summary of transactions since January 1, 2011 to which we have been a participant in which the amountinvolved exceeded or will exceed $120,000, and in which any of our directors, executive officers or holders of more than five percent ofour capital stock, or any members of their immediate family, had or will have a direct or indirect material interest, other thancompensation arrangements which are described under "Executive Compensation" and "Management — Director Compensation." Fora description of severance arrangements that we have entered into with some of our executive officers, see the section of thisprospectus entitled "Executive Compensation — Potential Payments upon Termination of Employment and in Connection with Changeof Control Arrangements."

Sales of Series C Redeemable Convertible Preferred Stock

In March 2011, we sold an aggregate of 4,429,601 shares of our Series C redeemable convertible preferred stock at a price of$7.34 per share for an aggregate price of approximately $32.5 million, 4,124,820 shares of which were sold to entities affiliated withmembers of our board of directors and holders of more than five percent of our voting securities. The table below summarizes thesesales.

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Purchaser

Shares of Series C Redeemable

Convertible Preferred Stock Purchased

Aggregate Purchase Price

Entities affiliated with Bessemer VenturePartners(1) 2,364,282 $ 17,353,830

Entities affiliated with Redpoint Ventures(2) 681,075 4,999,091 Novak Biddle Venture Partners V, LP 485,070 3,560,414 Entities affiliated with Highland Capital

Partners(3) 475,899 3,493,099 Triumph Capital, LLC(4) 118,494 869,746

Total 4,124,820 $ 30,276,180

(1) Consists of 756,570 shares purchased by Bessemer Venture Partners VII L.P., 330,999 shares purchasedby Bessemer Venture Partners VII Institutional L.P. and 1,276,713 shares purchased by BVP VII SpecialOpportunity Fund L.P. Entities affiliated with Bessemer Venture Partners are holders of more than fivepercent of our voting securities, and Robert Stavis, a Partner of Bessemer Venture Partners, is a memberof our board of directors.

(2) Consists of 655,535 shares purchased by Redpoint Ventures III, L.P. and 25,540 shares purchased byRedpoint Associates III, LLC. Entities affiliated with Redpoint Ventures are holders of more than five percentof our voting securities, and Timothy Haley, a Managing Director of Redpoint Ventures, is a member of ourboard of directors.

(3) Consists of 292,583 shares purchased by Highland Capital Partners VII Limited Partnership, 70,898 sharespurchased by Highland Capital Partners VII-B Limited Partnership, 103,250 shares purchased by HighlandCapital Partners VII-C Limited Partnership and 9,168 shares purchased by Highland Entrepreneurs' Fund.Entities affiliated with Highland Capital Partners are holders of more than five percent of our

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Sales of Series D Redeemable Convertible Preferred Stock

In March 2012 and January 2013, we sold an aggregate of 3,979,730 shares of our Series D redeemable convertible preferredstock at a price of $7.81 per share for an aggregate price of approximately $31.1 million, 1,350,036 shares of which were sold toentities affiliated with members of our board of directors and holders of more than five percent of our voting securities. The table belowsummarizes these sales.

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voting securities, and Paul Maeder, a General Partner of Highland Capital Partners, is a member of ourboard of directors.

(4) John Larson, a member of our board of directors, is President of Triumph Capital, LLC.

Purchaser

Shares of Series D Redeemable

Convertible Preferred Stock Purchased

Aggregate Purchase Price

Entities affiliated with Redpoint Ventures(1) 639,828 $ 4,997,057 Entities affiliated with Highland Capital

Partners(2) 319,914 2,498,528 Entities affiliated with Bessemer Venture

Partners(3) 230,338 1,798,940 Novak Biddle Venture Partners V, LP 127,965 999,407 Triumph Capital, LLC(4) 31,991 249,850

Total 1,350,036 $ 10,543,782

(1) Consists of 615,835 shares purchased by Redpoint Ventures III, L.P. and 23,993 shares purchased byRedpoint Associates III, LLC. Entities affiliated with Redpoint Ventures are holders of more than five percentof our voting securities, and Timothy Haley, a Managing Director of Redpoint Ventures, is a member of ourboard of directors.

(2) Consists of 196,683 shares purchased by Highland Capital Partners VII Limited Partnership, 47,660 sharespurchased by Highland Capital Partners VII-B Limited Partnership, 69,408 shares purchased by HighlandCapital Partners VII-C Limited Partnership and 6,163 shares purchased by Highland Entrepreneurs' Fund.Entities affiliated with Highland Capital Partners are holders of more than five percent of our votingsecurities, and Paul Maeder, a General Partner of Highland Capital Partners, is a member of our board ofdirectors.

(3) Consists of 73,708 shares purchased by Bessemer Venture Partners VII L.P., 32,247 shares purchased byBessemer Venture Partners VII Institutional L.P. and 124,383 shares purchased by BVP VII SpecialOpportunity Fund L.P. Entities affiliated with Bessemer Venture Partners are holders of more than fivepercent of our voting securities, and Robert Stavis, a Partner of Bessemer Venture Partners, is a memberof our board of directors.

(4) John Larson, a member of our board of directors, is President of Triumph Capital, LLC.

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Loan to Chief Executive Officer

In September 2012, we made a loan in the amount of $265,000 to Christopher Paucek, our Chief Executive Officer. The loanbore interest at the rate of 2.18% per annum and was payable in full on the seventh anniversary of the original loan, subject toacceleration in specified circumstances, including the completion of this offering. The loan was secured by a pledge of stock optionsheld by Mr. Paucek to acquire up to 869,000 shares of common stock, as well as a pledge of the underlying shares of common stock.In October 2013, Mr. Paucek repaid the loan in full in the amount of $271,082, including accrued interest in the amount of $6,082.

Sublease to Entity Affiliated with John Katzman

Pursuant to a sublease agreement dated November 2011, we sublease approximately 5,300 square feet of office space in ourheadquarters facility to an entity that is partially owned by John Katzman. Mr. Katzman is a beneficial owner of more than five percentof our common stock and was also an executive officer of our company until August 2012 and was a director of our company untilDecember 2012. The sublease requires the subtenant to reimburse us for the allocated cost of the subleased space. For the yearsended December 31, 2011, 2012 and 2013, we received $16,000, $191,000 and $191,000, respectively, under this sublease.

Marketing and Event Planning Services

From time to time, we engage the services of a marketing and event planning company. Robert Cohen, our President and ChiefOperating Officer, owns an equity interest of approximately 12% of this company. We do not have a written agreement with thiscompany and may terminate this arrangement at any time. We are invoiced for services as they are performed, including out-of-pocketexpenses incurred on our behalf and for which we reimburse this company at cost. We paid this company a total of $312,000,$373,000 and $845,000 during the years ended December 31, 2011, 2012 and 2013, respectively.

Investor Rights Agreement

We have entered into an investor rights agreement, as amended, with our preferred stockholders, including Mr. Cohen andentities affiliated with Redpoint Ventures, Highland Capital Partners, Novak Biddle Venture Partners, Bessemer Venture Partners andMr. Katzman. The investor rights agreement, among other things:

• grants these stockholders specified registration rights with respect to shares of our common stock, including shares ofcommon stock issued or issuable upon conversion of the shares of redeemable convertible preferred stock held by them;

• obligates us to deliver periodic financial statements to some of the stockholders who are parties to the investor rightsagreement; and

• grants a right of first refusal with respect to sales of our shares by us, subject to specified exclusions, which exclusionsinclude the sale of the shares pursuant to this prospectus, to the stockholders who are parties to the investor rightsagreement and who hold a specified number of shares of registrable securities.

For more information regarding the registration rights provided in this agreement, please refer to the section titled "Description ofCapital Stock — Registration Rights." The provisions of this agreement other than those relating to registration rights will terminateupon completion of this offering. This summary discusses certain material provisions of the investor rights agreement and is qualifiedby the full text of the agreement filed as an exhibit to the registration statement of which this prospectus is a part.

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Voting Agreement

We have entered into a voting agreement, as amended, with some of our stockholders, including Messrs. Paucek and Cohenand entities affiliated with Redpoint Ventures, Highland Capital Partners, Novak Biddle Venture Partners, Bessemer Venture Partnersand Mr. Katzman. The voting agreement provides for, among other things, the voting of shares with respect to the constituency of ourboard of directors and the voting of shares in favor of specified transactions approved by our board of directors and the requisitesupermajority of holders of our outstanding preferred stock. The voting agreement will terminate upon the completion of this offering.

Right of First Refusal and Co-Sale Agreement

We have entered into a right of first refusal and co-sale agreement, as amended, with some of our stockholders, includingMr. Cohen and entities affiliated with Redpoint Ventures, Highland Capital Partners, Novak Biddle Venture Partners, BessemerVenture Partners and Mr. Katzman. The right of first refusal and co-sale agreement, among other things, grants our investors rights offirst refusal and co-sale with respect to proposed transfers of our securities by specified stockholders and grants us rights of firstrefusal with respect to proposed transfers of our securities by specified stockholders. The right of first refusal and co-sale agreementwill terminate upon the completion of this offering.

Indemnification Agreements

Our amended and restated certificate of incorporation will contain provisions limiting the liability of directors, and our amendedand restated bylaws will provide that we will indemnify each of our directors to the fullest extent permitted under Delaware law. Ouramended and restated certificate of incorporation and amended and restated bylaws will also provide our board of directors withdiscretion to indemnify our officers and employees when determined appropriate by the board.

In addition, we have entered into an indemnification agreement with each of our directors and some of our executive officers. Formore information regarding these agreements, see "Executive Compensation — Limitations on Liability and Indemnification."

Related Person Transaction Policy

Prior to this offering, we have not had a formal policy regarding approval of transactions with related parties. Prior to thecompletion of this offering, we expect to adopt a related person transaction policy that sets forth our procedures for the identification,review, consideration and approval or ratification of related person transactions. The policy will become effective immediately upon theexecution of the underwriting agreement for this offering. For purposes of our policy only, a related person transaction is a transaction,arrangement or relationship, or any series of similar transactions, arrangements or relationships, in which we and any related personare, were or will be participants in which the amount involved exceeds $120,000. Transactions involving compensation for servicesprovided to us as an employee or director are not covered by this policy. A related person is any executive officer, director or beneficialowner of more than 5% of any class of our voting securities, including any of their immediate family members and any entity owned orcontrolled by such persons.

Under the policy, if a transaction has been identified as a related person transaction, including any transaction that was not arelated person transaction when originally consummated or any transaction that was not initially identified as a related persontransaction prior to consummation, our management must present information regarding the related person transaction to our auditcommittee, or, if audit committee approval would be inappropriate, to another independent body of

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our board of directors, for review, consideration and approval or ratification. The presentation must include a description of, amongother things, the material facts, the interests, direct and indirect, of the related persons, the benefits to us of the transaction andwhether the transaction is on terms that are comparable to the terms available to or from, as the case may be, an unrelated third partyor to or from employees generally. Under the policy, we will collect information that we deem reasonably necessary from each director,executive officer and, to the extent feasible, significant stockholder to enable us to identify any existing or potential related-persontransactions and to effectuate the terms of the policy. In addition, under our Code of Business Conduct and Ethics, our employees anddirectors have an affirmative responsibility to disclose any transaction or relationship that reasonably could be expected to give rise toa conflict of interest. In considering related person transactions, our audit committee, or other independent body of our board ofdirectors, will take into account the relevant available facts and circumstances including, but not limited to:

• the risks, costs and benefits to us;

• the impact on a director's independence in the event that the related person is a director, immediate family member of adirector or an entity with which a director is affiliated;

• the availability of other sources for comparable services or products; and

• the terms available to or from, as the case may be, unrelated third parties or to or from employees generally.

The policy requires that, in determining whether to approve, ratify or reject a related person transaction, our audit committee, orother independent body of our board of directors, must consider, in light of known circumstances, whether the transaction is in, or isnot inconsistent with, our best interests and those of our stockholders, as our audit committee, or other independent body of our boardof directors, determines in the good faith exercise of its discretion.

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PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth the beneficial ownership of our common stock as of March 14, 2014, as adjusted to reflect thesale of common stock offered by us and the selling stockholders in this offering, for:

• each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of our common stock;

• each of our named executive officers;

• each of our directors and director nominees;

• all of our current executive officers, directors and director nominees as a group; and

• each of the selling stockholders.

The percentage ownership information shown in the table prior to this offering is based upon 31,270,797 shares of commonstock outstanding as of March 14, 2014, after giving effect to the conversion of all of our redeemable convertible preferred stock into23,501,208 shares of common stock, which will occur automatically immediately prior to the closing of this offering. The percentageownership information shown in the table after this offering is based on 39,467,538 shares, assuming the sale of 8,000,000 shares byus and the exercise of options to purchase an aggregate of 196,741 shares of common stock by some of the selling stockholders inconnection with this offering.

We have determined beneficial ownership in accordance with the rules of the SEC. These rules generally attribute beneficialownership of securities to persons who possess sole or shared voting power or investment power with respect to those securities. Inaddition, the rules include shares of common stock issuable pursuant to the exercise of stock options or warrants that are eitherimmediately exercisable or exercisable on or before May 13, 2014, which is 60 days after March 14, 2014. These shares are deemedto be outstanding and beneficially owned by the person holding those options or warrants for the purpose of computing the percentageownership of that person, but they are not treated as outstanding for the purpose of computing the percentage ownership of any otherperson. For certain of the selling stockholders, the percentage ownership after this offering assumes the exercise of options and thesale of the shares acquired upon exercise. Unless otherwise indicated, the persons or entities identified in this table have sole votingand investment power with respect to all shares shown as beneficially owned by them, subject to applicable community property laws.

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Except as otherwise noted below, the address for persons listed in the table is c/o 2U, Inc., 8201 Corporate Drive, Suite 900,Landover MD 20785.

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Shares Beneficially Owned After

this Offering if Underwriters'

Option is Exercised

in Full

Number of Additional

Shares to be Sold if

Underwriters'Option is

Exercised inFull

Shares Beneficially Owned Prior

to this Offering

Shares Beneficially Owned After this Offering

Numberof

Shares Offered

Name of Beneficial Owner Shares Percentage Shares Percentage Shares Percentage Principal Stockholders:

Entities aff iliated w ithRedpoint Ventures(1) 7,234,906 23.1% — 7,234,906 18.3% — 7,234,906 17.9%

John Katzman andaff iliated entities(2) 4,421,734 14.1 884,925 3,536,809 8.9 435,075 3,101,734 7.6

Entities aff iliated w ithHighland CapitalPartners(3) 3,543,165 11.3 — 3,543,165 9.0 — 3,543,165 8.8

Novak Biddle VenturePartners V, L.P.(4) 3,413,330 10.9 — 3,413,330 8.6 — 3,413,330 8.4

Entities aff iliated w ithBessemer VenturePartners(5) 2,594,620 8.3 — 2,594,620 6.6 — 2,594,620 6.4

Executive Officers,Directors and DirectorNominees: Christopher J.

Paucek(6) 851,905 2.7 85,000 766,905 1.9 — 766,905 1.9 Robert L. Cohen(7) 846,525 2.7 85,000 761,525 1.9 — 761,525 1.9 Catherine A. Graham(6) 100,000 * — 100,000 * — 100,000 * Jeff C. Rinehart(6) 260,573 * 35,000 225,573 * — 225,573 * James Kenigsberg(6) 194,083 * — 194,083 * — 194,083 * Michael T. Moe(8) 1,319,233 4.2 — 1,319,233 3.3 — 1,319,233 3.3 John M. Larson(9) 834,550 2.7 — 834,550 2.1 — 834,550 2.1 Mark J. Chernis(6) 131,250 * — 131,250 * — 131,250 * Paul A. Maeder(3) 3,543,165 11.3 — 3,543,165 9.0 — 3,543,165 8.8 Robert M. Stavis(5) 2,594,620 8.3 — 2,594,620 6.6 — 2,594,620 6.4 Timothy M. Haley(1) 7,234,906 23.1 — 7,234,906 18.3 — 7,234,906 17.9 Sallie L. Kraw check — — — — — — — — Earl Lew is — — — — — — — —

All current directors,director nomineesand executiveoff icers as a group(13 persons)(10) 17,910,810 54.2 205,000 17,705,810 43.1 — 17,705,810 42.1

Other SellingStockholders: Bradford Adams(11) 98,650 * 12,000 86,650 * — 86,650 * Andrew Hermalyn(12) 44,976 * 10,000 34,976 * — 34,976 * Jeremiah Johnson(13) 262,437 * 25,000 237,437 * — 237,437 * Lorrin Ortiz(11) 26,354 * 3,375 22,979 * — 22,979 * Chancellor

Patterson(11) 9,375 * 7,200 2,175 * — 2,175 * Reed Talada(11) 141,534 * 12,500 129,034 * — 129,034 * Jason Zocks(11) 113,122 * 15,000 98,122 * — 98,122 *

* Represents beneficial ow nership of less than 1%.

(1) Consists of (a) 6,963,598 shares of common stock issuable upon conversion of shares of preferred stock held by Redpoint VenturesIII, L.P. ("Redpoint Ventures") and (b) 271,308 shares of common stock issuable upon conversion of shares of preferred stock held byRedpoint Associates III, LLC ("Redpoint Associates"). The shares held by Redpoint Ventures are indirectly held by Redpoint VenturesIII, LLC, the general partner of Redpoint Ventures. Timothy Haley, one of our directors, along w ith Allen Beasley, Jeffrey D. Brody, R.Thomas Dyal, G. Bradford Jones, John L. Walecka and Geoffrey Y. Yang (the "Redpoint Managers") are the managers of RedpointVentures III, LLC and hold the voting and dispositive rights w ith respect to the shares held by Redpoint Ventures. The RedpointManagers also have voting and dispositive rights w ith respect to the shares held by Redpoint Associates. The principal businessaddress of Redpoint Ventures and Redpoint Associates is 3000 Sand Hill Road, Building 2, Suite 290, Menlo Park, CA 94025.

(2) Shares beneficially ow ned prior to this offering consists of 2,023,719 shares of common stock held by Mr. Katzman directlyand 2,398,015 shares of common stock held by Mr. Katzman's family members and family trusts.

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(3) Consists of (a) 2,178,336 shares of common stock issuable upon conversion of shares of preferred stock held by Highland CapitalPartners VII, Limited Partnership ("Highland VII"), (b) 527,852 shares of common stock issuable upon conversion of shares of preferredstock held by Highland Capital Partners VII-B, Limited Partnership ("Highland VII-B"), (c) 768,720 shares of common stock issuable uponconversion of shares of preferred stock held by Highland Capital Partners VII-C, Limited Partnership ("Highland VII-C") and (d) 68,257shares of common stock issuable upon conversion of shares of preferred stock held by Highland Entrepreneurs' Fund VII, LimitedPartnership ("Highland Entrepreneurs" and together w ith Highland VII, Highland VII-B and Highland VII-C, the "Highland Entities"). HighlandManagement Partners VII, Limited Partnership ("HMP LP") is the general partner of each of the Highland Entities. Highland ManagementPartners VII, LLC ("HMP LLC") is the general partner of HMP LP. Paul A. Maeder, one of our directors, and Peter W. Bell, Sean M. Dalton,Robert J. Davis, Daniel J. Nova and Corey M. Mulloy are the managing members of HMP LLC and share voting and investment pow erover the shares held by the Highland Entities. The principal business address for the Highland Entities is One Broadw ay, 16th Floor,Cambridge, MA 02142.

(4) Consists of shares of common stock issuable upon conversion of shares of preferred stock. Novak Biddle Company V, LLC is thegeneral partner of Novak Biddle Venture Partners V, L.P. AGW Biddle III and E. Rogers Novak, Jr. are the managing members of NovakBiddle Company V, LLC and share voting and investment pow er over the shares held by Novak Biddle Venture Partners V, L.P. Theprincipal business address of Novak Biddle Venture Partners V, L.P. is 7501 Wisconsin Avenue, East Tow er, Suite 1380, Bethesda, MD20814.

(5) Consists of (a) 830,278 shares of common stock issuable upon conversion of shares of preferred stock held by Bessemer VenturePartners VII L.P. ("Bessemer VII"), (b) 363,246 shares of common stock issuable upon conversion of shares of preferred stock held byBessemer Venture Partners VII Institutional L.P. ("Bessemer Institutional") and (c) 1,401,096 shares of common stock issuable uponconversion of shares of preferred stock held by BVP Special Opportunity Fund L.P. ("Bessemer SOF" and together w ith Bessemer VIIand Bessemer Institutional, the "Bessemer Entities"). Deer VII & Co. L.P. is the general partner of each of the Bessemer Entities, andDeer VII & Co. Ltd. is the general partner of Deer VII & Co. L.P. Each of Deer VII & Co. L.P. and Deer VII & Co. Ltd. may be deemed tohave voting and dispositive pow er over the shares held by the Bessemer Entities. Robert M. Stavis, one of our directors, J. EdmundColloton, David J. Cow an, Byron B. Deeter, Robert P. Goodman and Jeremy S. Levine are the directors of Deer VII & Co. Ltd. Investmentand voting decisions w ith respect to shares held by the Bessemer Entities are made by the directors of Deer VII & Co. Ltd. acting as aninvestment committee. No stockholder, partner, director, off icer, manager, member or employee of Deer VIII & Co. L.P. or DeerVII & Co. Ltd. has beneficial ow nership (w ithin the meaning of Rule 13d-3 promulgated under the Exchange Act) of any shares held bythe Bessemer Entities. The principal business address for the Bessemer Entities is 1865 Palmer Avenue, Suite 104, Larchmont, NY10538.

(6) Shares beneficially ow ned prior to this offering consists of shares of common stock underlying options that are vested and exercisablew ithin 60 days of March 14, 2014.

(7) Shares beneficially ow ned prior to this offering consists of (a) 101,774 shares of common stock held by Mr. Cohen directly, (b) 300,000shares of common stock held by a family trust of w hich Mr. Cohen's spouse is one of the trustees, (c) 114,807 shares of common stockunderlying options that are vested and exercisable w ithin 60 days of March 14, 2014 and (d) 329,944 shares of common stock issuableupon conversion of shares of preferred stock held by Mr. Cohen directly.

(8) Consists of (a) 1,151,802 shares of common stock held by GSV Capital Corp. ("GSV") and (b) 167,431 shares of common stockissuable upon conversion of shares of preferred stock held by GSV. Mr. Moe is the chief executive off icer of GSV and may be deemedto have beneficial ow nership of the shares held by GSV.

(9) Consists of (a) 100,000 shares of common stock underlying options held by Mr. Larson directly that are vested and exercisable w ithin60 days of March 14, 2014 and (b) 734,550 shares of common stock issuable upon conversion of shares of preferred stock held byTriumph Capital, LLC ("Triumph"). Mr. Larson is the sole member of Triumph and may be deemed to have beneficial ow nership of theshares held by Triumph.

(10) Shares beneficially ow ned prior to this offering consists of (a) 1,553,576 shares of common stock, (b) 14,604,616 shares of commonstock issuable upon conversion of shares of preferred stock and (c) 1,752,618 shares of common stock underlying options that arevested and exercisable w ithin 60 days of March 14, 2014.

(11) Selling stockholder is an employee of our company. Shares beneficially ow ned prior to this offering consists of shares of common stockunderlying options that are vested and exercisable w ithin 60 days of March 14, 2014.

(12) Selling stockholder is an employee of our company. Shares beneficially ow ned prior to this offering consists of (a) 34,376 shares ofcommon stock underlying options that are vested and exercisable w ithin 60 days of March 14, 2014 and (b) 10,600 shares of commonstock.

(13) Selling stockholder is an employee of our company. Shares beneficially ow ned prior to this offering consists of (a) 129,103 shares ofcommon stock underlying options that are vested and exercisable w ithin 60 days of March 14, 2014 and (b) 133,334 shares of commonstock.

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DESCRIPTION OF CAPITAL STOCK

The following description of our capital stock and provisions of our amended and restated certificate of incorporation andamended and restated bylaws are summaries. You should also refer to the amended and restated certificate of incorporation and theamended and restated bylaws, which are filed as exhibits to the registration statement of which this prospectus is part.

General

Upon the completion of this offering, our amended and restated certificate of incorporation will authorize us to issue up to200,000,000 shares of common stock, $0.001 par value per share, and 5,000,000 shares of preferred stock, $0.001 par value pershare, all of which shares of preferred stock will be undesignated. Our board of directors may establish the rights and preferences ofthe preferred stock from time to time. As of March 14, 2014, after giving effect to the conversion of all outstanding preferred stock intoshares of common stock, there would have been 31,270,797 shares of common stock issued and outstanding, held of record byapproximately 70 stockholders.

Common Stock

Voting Rights

Each holder of our common stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders,including the election of directors. Under our amended and restated certificate of incorporation and amended and restated bylaws, ourstockholders will not have cumulative voting rights. Because of this, the holders of a majority of the shares of common stock entitled tovote in any election of directors can elect all of the directors standing for election, if they should so choose.

Dividends

Subject to preferences that may be applicable to any then-outstanding preferred stock, holders of common stock are entitled toreceive ratably those dividends, if any, as may be declared from time to time by the board of directors out of legally available funds.

Liquidation

In the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the netassets legally available for distribution to stockholders after the payment of all of our debts and other liabilities and the satisfaction ofany liquidation preference granted to the holders of any then-outstanding shares of preferred stock.

Rights and Preferences

Holders of common stock have no preemptive, conversion or subscription rights and there are no redemption or sinking fundprovisions applicable to the common stock. The rights, preferences and privileges of the holders of common stock are subject to, andmay be adversely affected by, the rights of the holders of shares of any series of preferred stock that we may designate in the future.

Preferred Stock

All currently outstanding shares of redeemable convertible preferred stock will be converted automatically to common stockimmediately prior to the completion of this offering.

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Following the completion of this offering, our board of directors will have the authority, without further action by our stockholders,to issue up to 5,000,000 shares of preferred stock in one or more series, to establish from time to time the number of shares to beincluded in each such series, to fix the rights, preferences and privileges of the shares of each wholly unissued series and anyqualifications, limitations or restrictions thereon, and to increase or decrease the number of shares of any such series, but not belowthe number of shares of such series then outstanding.

Our board of directors may authorize the issuance of preferred stock with voting or conversion rights that could adversely affectthe voting power or other rights of the holders of our common stock. The purpose of authorizing our board of directors to issue preferredstock and determine its rights and preferences is to eliminate delays associated with a stockholder vote on specific issuances. Theissuance of preferred stock, while providing flexibility in connection with possible acquisitions and other corporate purposes, could,among other things, have the effect of delaying, deferring or preventing a change in control of us and may adversely affect the marketprice of our common stock and the voting and other rights of the holders of our common stock. It is not possible to state the actualeffect of the issuance of any shares of preferred stock on the rights of holders of common stock until the board of directors determinesthe specific rights attached to that preferred stock.

We have no present plans to issue any shares of preferred stock.

Options

As of December 31, 2013, under our 2008 plan, options to purchase an aggregate of 5,883,885 shares of common stock wereoutstanding. For additional information regarding the terms of this plan, see "Executive Compensation — Equity Incentive Plans."

Warrants

We have outstanding immediately exercisable warrants to purchase 83,818 shares of our Series D redeemable convertiblepreferred stock, each at an exercise price of $7.81 per share and which expire between April 2022 and December 2023. The warrantscontain provisions for the adjustment of the exercise price and the number of shares issuable upon the exercise of the warrant in theevent of certain stock dividends, stock splits, reorganizations, reclassifications and consolidations. Upon the closing of this offering,these warrants will automatically convert into warrants to purchase 83,818 shares of our common stock.

We have also granted piggyback registration rights to the warrant holders, as more fully described below under "— RegistrationRights—Piggyback Registration Rights."

Registration Rights

We, the holders of our existing redeemable convertible preferred stock and certain holders of our common stock have enteredinto an investor rights agreement. The registration rights provisions of this agreement provide some of those holders with demand andpiggyback registration rights with respect to the shares of common stock currently held by them and issuable to them uponconversion of our redeemable convertible preferred stock in connection with our initial public offering. An aggregate of approximately29.8 million shares of common stock will be entitled to these registration rights after the completion of this offering.

Demand Registration Rights

At any time beginning six months following this offering, the holders of at least a majority of the shares issuable uponconversion of our redeemable convertible preferred stock and some

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shares of our common stock have the right to demand that we file up to a total of two registration statements, so long as theanticipated offering price, net of underwriting discounts and commissions, is at least $15,000,000. These registration rights are subjectto specified conditions and limitations, including the right of the underwriters, if any, to limit the number of shares included in any suchregistration under specified circumstances. Upon such a request, we are required to effect the registration as soon as practicable, andin any event within 90 days of the request.

Piggyback Registration Rights

At any time after the completion of this offering, if we propose to register any of our securities under the Securities Act either forour own account or for the account of other stockholders, the holders of shares of common stock that are issued upon conversion ofour redeemable convertible preferred stock, some holders of shares of our common stock and the holder of our currently outstandingwarrants will each be entitled to notice of the registration and will be entitled to include their shares of common stock in theregistration statement. These piggyback registration rights are subject to specified conditions and limitations, including the right of theunderwriters to limit the number of shares included in any such registration under specified circumstances.

Registration on Form S-3

At any time after we become eligible to file a registration statement on Form S-3, holders of our common stock that are issuedupon conversion of our redeemable convertible preferred stock and holders of some shares of our common stock will be entitled, uponthe written request of the holders of at least 10% of such shares, up to twice in any 12-month period, to have such shares registeredby us on a Form S-3 registration statement at our expense, provided that such requested registration has an anticipated aggregateoffering size to the public of at least $2,000,000 and subject to other specified conditions and limitations.

Expenses of Registration

We will pay all expenses relating to any demand, piggyback or Form S-3 registration, other than underwriting discounts andcommissions, subject to specified conditions and limitations.

Termination of Registration Rights

The registration rights granted under the investor rights agreement will terminate upon the second anniversary of the closing ofthis offering or, if earlier, with respect to a particular holder, at such time as that holder and its affiliates may sell all of their shares ofcommon stock pursuant to Rule 144 under the Securities Act of 1933, as amended, without any restrictions on volume.

Anti-Takeover Provisions

Section 203 of the Delaware General Corporation Law

Upon completion of this offering, we will be subject to Section 203 of the Delaware General Corporation Law, which prohibits aDelaware corporation from engaging in any business combination with any interested stockholder for a period of three years after thedate that such stockholder became an interested stockholder, with the following exceptions:

• before such date, the board of directors of the corporation approved either the business combination or the transactionthat resulted in the stockholder becoming an interested stockholder;

• upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interestedstockholder owned at least 85% of the voting stock of the

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corporation outstanding at the time the transaction began, excluding for purposes of determining the voting stockoutstanding, but not the outstanding voting stock owned by the interested stockholder, those shares owned (i) bypersons who are directors and also officers and (ii) employee stock plans in which employee participants do not have theright to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or

• on or after such date, the business combination is approved by the board of directors and authorized at an annual or

special meeting of the stockholders, and not by written consent, by the affirmative vote of at least 66 2 / 3 % of theoutstanding voting stock that is not owned by the interested stockholder.

In general, Section 203 defines a "business combination" to include the following:

• any merger or consolidation involving the corporation and the interested stockholder;

• any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation involving the interestedstockholder;

• subject to certain exceptions, any transaction that results in the issuance or transfer by the corporation of any stock ofthe corporation to the interested stockholder;

• any transaction involving the corporation that has the effect of increasing the proportionate share of the stock or anyclass or series of the corporation beneficially owned by the interested stockholder; or

• the receipt by the interested stockholder of the benefit of any loans, advances, guarantees, pledges or other financialbenefits by or through the corporation.

In general, Section 203 defines an "interested stockholder" as an entity or person who, together with the person's affiliates andassociates, beneficially owns, or within three years prior to the time of determination of interested stockholder status did own, 15% ormore of the outstanding voting stock of the corporation.

Certificate of Incorporation and Bylaws to be in Effect Upon the Completion of this Offering

Our amended and restated certificate of incorporation to be in effect upon the completion of this offering, or our restatedcertificate, will provide for our board of directors to be divided into three classes with staggered three-year terms. Only one class ofdirectors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of theirrespective three-year terms. Because our stockholders do not have cumulative voting rights, stockholders holding a majority of theshares of common stock outstanding will be able to elect all of our directors. Our restated certificate and our amended and restatedbylaws to be effective upon the completion of this offering, or our restated bylaws, will also provide that directors may be removed by

the stockholders only for cause upon the vote of 66 2 / 3 % or more of our outstanding common stock. Furthermore, the authorizednumber of directors may be changed only by resolution of the board of directors, and vacancies and newly created directorships on theboard of directors may, except as otherwise required by law or determined by the board, only be filled by a majority vote of thedirectors then serving on the board, even though less than a quorum.

Our restated certificate and restated bylaws will also provide that all stockholder actions must be effected at a duly calledmeeting of stockholders and will eliminate the right of stockholders to act by written consent without a meeting. Our restated bylawswill also provide that only our chairman of the board, chief executive officer or the board of directors pursuant to a resolution

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adopted by a majority of the total number of authorized directors may call a special meeting of stockholders.

Our restated bylaws will also provide that stockholders seeking to present proposals before a meeting of stockholders tonominate candidates for election as directors at a meeting of stockholders must provide timely advance notice in writing, and willspecify requirements as to the form and content of a stockholder's notice.

Our restated certificate and restated bylaws will provide that the stockholders cannot amend many of the provisions described

above except by a vote of 66 2 / 3 % or more of our outstanding common stock.

The combination of these provisions will make it more difficult for our existing stockholders to replace our board of directors aswell as for another party to obtain control of us by replacing our board of directors. Since our board of directors has the power to retainand discharge our officers, these provisions could also make it more difficult for existing stockholders or another party to effect achange in management. In addition, the authorization of undesignated preferred stock makes it possible for our board of directors toissue preferred stock with voting or other rights or preferences that could impede the success of any attempt to change our control.

These provisions are intended to enhance the likelihood of continued stability in the composition of our board of directors and itspolicies and to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to reduce ourvulnerability to hostile takeovers and to discourage certain tactics that may be used in proxy fights. However, such provisions couldhave the effect of discouraging others from making tender offers for our shares and may have the effect of delaying changes in ourcontrol or management. As a consequence, these provisions may also inhibit fluctuations in the market price of our stock that couldresult from actual or rumored takeover attempts. We believe that the benefits of these provisions, including increased protection of ourpotential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to acquire or restructure our company, outweighthe disadvantages of discouraging takeover proposals, because negotiation of takeover proposals could result in an improvement oftheir terms.

Choice of Forum

Our restated certificate will provide that the Court of Chancery of the state of Delaware will be the exclusive forum for: anyderivative action or proceeding brought on our behalf; any action asserting a breach of fiduciary duty; any action asserting a claimagainst us arising pursuant to the Delaware General Corporation Law, our restated certificate or our restated bylaws; or any actionasserting a claim against us that is governed by the internal affairs doctrine. The enforceability of similar choice of forum provisions incertain other companies' certificates of incorporation has been challenged in legal proceedings, and it is possible that, in connectionwith any action, a court could find the choice of forum provisions contained in our amended and restated certificate of incorporation tobe inapplicable or unenforceable in such action.

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is American Stock Transfer & Trust Company. The transfer agent'saddress is 6201 15th Avenue, Brooklyn, NY 11219.

Stock Exchange Listing

We have applied to list our common stock on the NASDAQ Global Market under the trading symbol "TWOU".

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SHARES ELIGIBLE FOR FUTURE SALE

Prior to this offering, no public market existed for our common stock. Future sales of shares of our common stock in the publicmarket after this offering, or the perception that these sales could occur, could adversely affect prevailing market prices for ourcommon stock and could impair our future ability to raise equity capital.

Based on the number of shares outstanding on March 14, 2014, upon completion of this offering and assuming no exercise ofthe underwriters' option to purchase additional shares, 39,467,538 shares of common stock will be outstanding, assuming nooutstanding options or warrants are exercised other than the options to purchase 196,741 shares that we expect to be exercised bysome of the selling stockholders in connection with this offering. All of the 9,175,000 shares of common stock sold in this offering willbe freely tradable without restrictions or further registration under the Securities Act, except for any shares sold to our "affiliates," asthat term is defined under Rule 144 under the Securities Act. The remaining 30,292,538 shares of common stock held by existingstockholders are "restricted securities," as that term is defined in Rule 144 under the Securities Act. Restricted securities may besold in the public market only if registered or if their resale qualifies for exemption from registration described below under Rule 144promulgated under the Securities Act.

As a result of contractual restrictions described below and the provisions of Rule 144, the shares sold in this offering and therestricted securities will be available for sale in the public market as follows:

• the 9,175,000 shares sold in this offering will be eligible for immediate sale upon the completion of this offering; and

• substantially all of the remaining restricted shares will be eligible for sale in the public market upon expiration of lock-upagreements 180 days after the date of this prospectus, subject in certain circumstances to the volume, manner of saleand other limitations under Rule 144 and Rule 701.

Rule 144

In general, persons who have beneficially owned restricted shares of our common stock for at least six months, and any affiliateof the company who owns either restricted or unrestricted shares of our common stock, are entitled to sell their securities withoutregistration with the SEC under an exemption from registration provided by Rule 144 under the Securities Act.

Non-Affiliates

Any person who is not deemed to have been one of our affiliates at the time of, or at any time during the three monthspreceding, a sale may sell an unlimited number of restricted securities under Rule 144 if:

• the restricted securities have been held for at least six months, including the holding period of any prior owner other thanone of our affiliates;

• we have been subject to the Exchange Act periodic reporting requirements for at least 90 days before the sale; and

• we are current in our Exchange Act reporting at the time of sale.

Any person who is not deemed to have been an affiliate of ours at the time of, or at any time during the three months preceding,a sale and has held the restricted securities for at least one year, including the holding period of any prior owner other than one of ouraffiliates, will be entitled

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to sell an unlimited number of restricted securities without regard to the length of time we have been subject to Exchange Act periodicreporting or whether we are current in our Exchange Act reporting.

Affiliates

Persons seeking to sell restricted securities who are our affiliates at the time of, or any time during the three months preceding,a sale, would be subject to the restrictions described above. They are also subject to additional restrictions, by which such personwould be required to comply with the manner of sale and notice provisions of Rule 144 and would be entitled to sell within any three-month period only that number of securities that does not exceed the greater of either of the following:

• 1% of the number of shares of our common stock then outstanding, which will equal approximately 395,000 sharesimmediately after the completion of this offering based on the number of shares outstanding as of March 14, 2014; or

• the average weekly trading volume of our common stock on the NASDAQ Global Market during the four calendar weekspreceding the filing of a notice on Form 144 with respect to the sale.

Additionally, persons who are our affiliates at the time of, or any time during the three months preceding, a sale may sellunrestricted securities under the requirements of Rule 144 described above, without regard to the six month holding period of Rule 144,which does not apply to sales of unrestricted securities.

Rule 701

Rule 701 under the Securities Act, as in effect on the date of this prospectus, permits resales of shares in reliance uponRule 144 but without compliance with certain restrictions of Rule 144, including the holding period requirement. Most of ouremployees, executive officers or directors who purchased shares under a written compensatory plan or contract may be entitled to relyon the resale provisions of Rule 701, but all holders of Rule 701 shares are required to wait until 90 days after the date of thisprospectus before selling their shares. However, all of the Rule 701 shares are subject to lock-up agreements as described below andin the section of this prospectus titled "Underwriting" and will become eligible for sale upon the expiration of the restrictions set forth inthose agreements.

Form S-8 Registration Statements

As soon as practicable after the completion of this offering, we intend to file with the SEC one or more registration statementson Form S-8 under the Securities Act to register the shares of our common stock that are issuable pursuant to our 2008 plan and2014 plan. These registration statements will become effective immediately upon filing. Shares covered by these registrationstatements will then be eligible for sale in the public markets, subject to vesting restrictions, any applicable lock-up agreementsdescribed below and Rule 144 limitations applicable to affiliates.

Lock-Up Agreements

We and the holders of substantially all of our common stock outstanding on the date of this prospectus, including each of ourexecutive officers, directors and selling stockholders, have entered into lock-up agreements with the underwriters or otherwise agreed,subject to certain exceptions, that we and they will not, directly or indirectly, offer, sell, contract to sell, pledge, grant any option topurchase, make any short sale, or otherwise dispose of or hedge any of our shares

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of common stock, any options or warrants to purchase shares of our common stock, or any securities convertible into, orexchangeable for or that represent the right to receive shares of our common stock, without the prior written consent of therepresentatives of the underwriters for a period of 180 days from the date of this prospectus.

Registration Rights

On the date beginning six months after the date of this prospectus, the holders of an aggregate of approximately 29.8 millionshares of our common stock, including shares issuable upon the conversion of our redeemable convertible preferred stock, and 83,818shares of our common stock issuable upon the exercise of outstanding warrants, or their transferees, as well as additional shares thatmay be acquired by certain holders after the completion of this offering, will be entitled to specified rights with respect to theregistration of their shares under the Securities Act. Registration of these shares under the Securities Act would result in the sharesbecoming freely tradable without restriction under the Securities Act immediately upon the effectiveness of the registration. See"Description of Capital Stock — Registration Rights" for additional information.

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MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES TO NON-U.S. HOLDERS

The following is a general discussion of the material U.S. federal income and estate tax considerations applicable to non-U.S.holders with respect to their ownership and disposition of shares of our common stock issued pursuant to this offering. All prospectivenon-U.S. holders of our common stock should consult their own tax advisors with respect to the U.S. federal, state, local and non-U.S.tax consequences of the purchase, ownership and disposition of our common stock. In general, a non-U.S. holder means a beneficialowner of our common stock (other than a partnership or an entity or arrangement treated as a partnership for U.S. federal income taxpurposes) that is not, for U.S. federal income tax purposes:

• an individual who is a citizen or resident of the United States;

• a corporation, or an entity treated as a corporation for U.S. federal income tax purposes, created or organized in theUnited States or under the laws of the United States or of any state thereof or the District of Columbia;

• an estate, the income of which is subject to U.S. federal income tax regardless of its source; or

• a trust if (1) a U.S. court can exercise primary supervision over the trust's administration and one or more U.S. personshave the authority to control all of the trust's substantial decisions or (2) the trust has a valid election in effect underapplicable U.S. Treasury Regulations to be treated as a U.S. person.

This discussion is based on current provisions of the U.S. Internal Revenue Code of 1986, as amended, which we refer to as theCode, existing U.S. Treasury Regulations promulgated thereunder, published administrative rulings and judicial decisions, all as ineffect as of the date of this prospectus. These laws are subject to change and to differing interpretation, possibly with retroactive effect.Any change or differing interpretation could alter the tax consequences to non-U.S. holders described in this prospectus.

We assume in this discussion that a non-U.S. holder holds shares of our common stock as a capital asset within the meaningof Section 1221 of the Code (generally, for investment). This discussion does not address all aspects of U.S. federal income andestate taxation that may be relevant to a particular non-U.S. holder in light of that non-U.S. holder's individual circumstances, nor doesit address any aspects of U.S. state, local or non-U.S. taxes. This discussion also does not consider any specific facts orcircumstances that may apply to a non-U.S. holder and does not address the special tax rules applicable to particular non-U.S.holders, such as holders that own, or are deemed to own, more than 5% of our capital stock (except to the extent specifically set forthbelow), corporations that accumulate earnings to avoid U.S. federal income tax, tax-exempt organizations, banks, financialinstitutions, insurance companies, brokers, dealers or traders in securities, commodities or currencies, tax-qualified retirement plans,holders subject to the alternative minimum tax or Medicare contribution tax, holders who hold or receive our common stock pursuantto the exercise of employee stock options or otherwise as compensation, holders holding our common stock as part of a hedge,straddle or other risk reduction strategy, conversion transaction or other integrated investment, holders deemed to sell our commonstock under the constructive sale provisions of the Code, controlled foreign corporations, passive foreign investment companies andcertain former U.S. citizens or long-term residents.

In addition, this discussion does not address the tax treatment of partnerships (or entities or arrangements that are treated aspartnerships for U.S. federal income tax purposes) or persons that hold their common stock through such partnerships. If apartnership, including any entity or arrangement treated as a partnership for U.S. federal income tax purposes, holds shares of ourcommon stock, the U.S. federal income tax treatment of a partner in such partnership will generally

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depend upon the status of the partner and the activities of the partnership. Such partners and partnerships should consult their owntax advisors regarding the tax consequences of the purchase, ownership and disposition of our common stock.

There can be no assurance that the Internal Revenue Service, which we refer to as the IRS, will not challenge one or more ofthe tax consequences described herein, and we have not obtained, nor do we intend to obtain, a ruling with respect to the U.S. federalincome or estate tax consequences to a non-U.S. holder of the purchase, ownership or disposition of our common stock.

Distributions on Our Common Stock

Distributions, if any, on our common stock generally will constitute dividends for U.S. federal income tax purposes to the extentpaid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. If a distributionexceeds our current and accumulated earnings and profits, the excess will be treated as a tax-free return of the non-U.S. holder'sinvestment, up to such holder's adjusted tax basis in the common stock. Any remaining excess will be treated as capital gain from thesale or exchange of such common stock, subject to the tax treatment described below in "—Gain on Sale, Exchange or OtherDisposition of Our Common Stock." Any such distribution will also be subject to the discussion below under the heading "ForeignAccounts."

Dividends paid to a non-U.S. holder will generally be subject to withholding of U.S. federal income tax at a 30% rate or suchlower rate as may be specified by an applicable income tax treaty between the United States and such holder's country of residence.

Dividends that are treated as effectively connected with a trade or business conducted by a non-U.S. holder within the UnitedStates and, if an applicable income tax treaty so provides, that are attributable to a permanent establishment or a fixed basemaintained by the non-U.S. holder within the United States, are generally exempt from the 30% withholding tax if the non-U.S. holdersatisfies applicable certification and disclosure requirements. However, such U.S. effectively connected income, net of specifieddeductions and credits, is taxed at the same graduated U.S. federal income tax rates applicable to U.S. persons (as defined in theCode). Any U.S. effectively connected income received by a non-U.S. holder that is a corporation may also, under certaincircumstances, be subject to an additional "branch profits tax" at a 30% rate or such lower rate as may be specified by an applicableincome tax treaty between the United States and such holder's country of residence.

A non-U.S. holder of our common stock who claims the benefit of an applicable income tax treaty between the United Statesand such holder's country of residence generally will be required to provide a properly executed IRS Form W-8BEN (or successor form)and satisfy applicable certification and other requirements. Non-U.S. holders are urged to consult their tax advisors regarding theirentitlement to benefits under a relevant income tax treaty.

A non-U.S. holder that is eligible for a reduced rate of U.S. withholding tax under an income tax treaty may obtain a refund orcredit of any excess amounts withheld by timely filing an appropriate claim for refund with the IRS.

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Gain on Sale, Exchange or Other Disposition of Our Common Stock

Subject to the discussion below regarding backup withholding and foreign accounts, in general, a non-U.S. holder will not besubject to any U.S. federal income tax on any gain realized upon such holder's sale, exchange or other disposition of shares of ourcommon stock unless:

• the gain is effectively connected with a U.S. trade or business of the non-U.S. holder and, if an applicable income taxtreaty so provides, is attributable to a permanent establishment or a fixed base maintained in the United States by suchnon-U.S. holder, in which case the non-U.S. holder generally will be taxed at the graduated U.S. federal income taxrates applicable to U.S. persons (as defined in the Code) and, if the non-U.S. holder is a foreign corporation, the branchprofits tax described above in "—Distributions on Our Common Stock" also may apply;

• the non-U.S. holder is a nonresident alien individual who is present in the United States for 183 days or more in thetaxable year of the disposition and certain other conditions are met, in which case the non-U.S. holder will be subject toa 30% tax (or such lower rate as may be specified by an applicable income tax treaty) on the net gain derived from thedisposition, which may be offset by U.S. source capital losses of the non-U.S. holder, if any (even though the individualis not considered a resident of the United States), provided that the non-U.S. holder has timely filed U.S. federal incometax returns with respect to such losses; or

• our common stock constitutes a U.S. real property interest because we are, or have been, at any time during the five-year period preceding such disposition (or the non-U.S. holder's holding period, if shorter) a "U.S. real property holdingcorporation." Even if we are or become a U.S. real property holding corporation, provided that our common stock isregularly traded on an established securities market, our common stock will be treated as a U.S. real property interestonly with respect to a non-U.S. holder that holds more than 5% of our outstanding common stock, directly or indirectly,actually or constructively, during the shorter of the 5-year period ending on the date of the disposition or the period thatthe non-U.S. holder held our common stock. In such case, such non-U.S. holder generally will be taxed on its net gainderived from the disposition at the graduated U.S. federal income tax rates applicable to U.S. persons (as defined in theCode). Generally, a corporation is a U.S. real property holding corporation only if the fair market value of its U.S. realproperty interests equals or exceeds 50% of the sum of the fair market value of its worldwide real property interests plusits other assets used or held for use in a trade or business. Although there can be no assurance, we do not believe thatwe are, or have been, a U.S. real property holding corporation, or that we are likely to become one in the future. Noassurance can be provided that our common stock will be regularly traded on an established securities market forpurposes of the rules described above.

U.S. Federal Estate Tax

Shares of our common stock that are owned or treated as owned at the time of death by an individual who is not a citizen orresident of the United States, as specifically defined for U.S. federal estate tax purposes, are considered U.S. situs assets and will beincluded in the individual's gross estate for U.S. federal estate tax purposes. Such shares, therefore, may be subject to U.S. federalestate tax, unless an applicable estate tax or other treaty provides otherwise.

Backup Withholding and Information Reporting

We must report annually to the IRS and to each non-U.S. holder the gross amount of the dividends on our common stock paidto such holder and the tax withheld, if any, with respect to

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such dividends. Non-U.S. holders will have to comply with specific certification procedures to establish that the holder is not a U.S.person (as defined in the Code) in order to avoid backup withholding at the applicable rate with respect to dividends on our commonstock. Dividends paid to non-U.S. holders subject to the U.S. withholding tax, as described above in "—Distributions on Our CommonStock", generally will be exempt from U.S. backup withholding.

Information reporting and backup withholding will generally apply to the proceeds of a disposition of our common stock by anon-U.S. holder effected by or through the U.S. office of any broker, U.S. or foreign, unless the holder certifies its status as a non-U.S.holder and satisfies certain other requirements, or otherwise establishes an exemption. Generally, information reporting and backupwithholding will not apply to a payment of disposition proceeds to a non-U.S. holder where the transaction is effected outside theUnited States through a non-U.S. office of a broker. However, for information reporting purposes, dispositions effected through a non-U.S. office of a broker with substantial U.S. ownership or operations generally will be treated in a manner similar to dispositionseffected through a U.S. office of a broker. Non-U.S. holders should consult their own tax advisors regarding the application of theinformation reporting and backup withholding rules to them.

Copies of information returns may be made available to the tax authorities of the country in which the non-U.S. holder resides oris incorporated under the provisions of a specific treaty or agreement.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules from a payment to anon-U.S. holder may be allowed as a credit against the non-U.S. holder's U.S. federal income tax liability, if any, and may entitle suchholder to a refund, provided that the required information is timely furnished to the IRS.

Withholding on Foreign Accounts (FATCA)

The Code generally imposes a U.S. federal withholding tax of 30% on dividends and the gross proceeds of a disposition of ourcommon stock paid to a "foreign financial institution" (as specifically defined for this purpose), unless such institution enters into anagreement with the U.S. government to, among other things, withhold on certain payments and to collect and provide to the U.S. taxauthorities substantial information regarding U.S. account holders of such institution (which includes certain equity and debt holders ofsuch institution, as well as certain account holders that are foreign entities with U.S. owners). A U.S. federal withholding tax of 30%also applies to dividends and the gross proceeds of a disposition of our common stock paid to a non-financial foreign entity, unlesssuch entity provides the withholding agent with either a certification that it does not have any substantial direct or indirect U.S. ownersor provides information regarding substantial direct and indirect U.S. owners of the entity. The withholding provisions described abovewill generally apply to dividends on our common stock paid on or after July 1, 2014 and with respect to gross proceeds of a sale orother disposition of our common stock on or after January 1, 2017. Under certain circumstances, a non-U.S. holder might be eligiblefor refunds or credits of such taxes. An intergovernmental agreement between the United States and an applicable foreign country maymodify the requirements described in this paragraph.

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UNDERWRITING

We, the selling stockholders and the underwriters named below have entered into an underwriting agreement with respect to theshares being offered. Subject to certain conditions, each underwriter has severally agreed to purchase the number of shares indicatedin the following table. Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC are the representatives of the underwriters.

The underwriters are committed to take and pay for all of the shares being offered, if any are taken, other than the sharescovered by the option described below unless and until this option is exercised.

We and the selling stockholders have granted the underwriters an option to buy up to an additional 1,376,250 shares to coversales by the underwriters of a greater number of shares than the total number set forth in the table above. They may exercise thatoption for 30 days. If any shares are purchased pursuant to this option, the underwriters will severally purchase shares inapproximately the same proportion as set forth in the table above.

The following table shows the per share and total underwriting discounts and commissions to be paid to the underwriters by usand the selling stockholders. Such amounts are shown assuming both no exercise and full exercise of the underwriters' option topurchase an additional 1,376,250 shares of our common stock.

Shares sold by the underwriters to the public will initially be offered at the initial public offering price set forth on the cover of thisprospectus. Any shares sold by the underwriters to securities dealers may be sold at a discount of up to $ per share from theinitial public offering price. After the initial offering of the shares, the representatives may change the offering price and the other sellingterms. The offering of the shares by the underwriters is subject to receipt and acceptance and subject to the underwriters' right toreject any order in whole or in part.

We, our officers, directors, holders of substantially all of our outstanding capital stock and the selling stockholders have agreedwith the underwriters, subject to certain exceptions, not to dispose of or hedge any of their common stock or securities convertible intoor exchangeable for shares of common stock during the period from the date of this prospectus continuing through the date

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Underwriters Number of Shares Goldman, Sachs & Co. Credit Suisse Securities (USA) LLC Needham & Company, LLC Oppenheimer & Co. Inc. Pacific Crest Securities LLC

Total 9,175,000

Per Share

Total – No Exercise

Total – Full Exercise

Public offering price Underwriting discounts and commissions

to be paid by: Us The selling stockholders

Proceeds, before expenses, to us Proceeds, before expenses, to the selling

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180 days after the date of this prospectus, except with the prior written consent of Goldman, Sachs & Co. and Credit SuisseSecurities (USA) LLC. See "Shares Eligible for Future Sale — Lock-Up Agreements" for a discussion of certain transfer restrictions.

In addition, pursuant to our Amended and Restated Investors' Rights Agreement, the parties thereto have agreed not to sell,make any short sale of, loan, grant any option for the purchase of, or otherwise dispose of any of our securities during the same 180-day restricted period referred to above. Holders of an aggregate of approximately 29.8 million shares of our common stock (includingshares of our preferred stock that will be converted into shares of our common stock upon completion of this offering) are subject tothese restrictions.

Prior to the offering, there has been no public market for the shares. The initial public offering price has been negotiated amongus and the representatives. Among the factors to be considered in determining the initial public offering price of the shares, in additionto prevailing market conditions, will be our historical performance, estimates of our business potential and earnings prospects, anassessment of our management and the consideration of the above factors in relation to market valuation of companies in relatedbusinesses.

We have applied to list our common stock on the NASDAQ Global Market under the symbol "TWOU".

In connection with the offering, the underwriters may purchase and sell shares of common stock in the open market. Thesetransactions may include short sales, stabilizing transactions and purchases to cover positions created by short sales. Short salesinvolve the sale by the underwriters of a greater number of shares than they are required to purchase in the offering, and a shortposition represents the amount of such sales that have not been covered by subsequent purchases. A "covered short position" is ashort position that is not greater than the amount of additional shares for which the underwriters' option described above may beexercised. The underwriters may cover any covered short position by either exercising their option to purchase additional shares orpurchasing shares in the open market. In determining the source of shares to cover the covered short position, the underwriters willconsider, among other things, the price of shares available for purchase in the open market as compared to the price at which theymay purchase additional shares pursuant to the option described above. "Naked" short sales are any short sales that create a shortposition greater than the amount of additional shares for which the option described above may be exercised. The underwriters mustcover any such naked short position by purchasing shares in the open market. A naked short position is more likely to be created ifthe underwriters are concerned that there may be downward pressure on the price of the common stock in the open market afterpricing that could adversely affect investors who purchase in the offering. Stabilizing transactions consist of various bids for orpurchases of common stock made by the underwriters in the open market prior to the completion of the offering.

The underwriters may also impose a penalty bid. This occurs when a particular underwriter repays to the underwriters a portionof the underwriting discount received by it because the representatives have repurchased shares sold by or for the account of suchunderwriter in stabilizing or short covering transactions.

Purchases to cover a short position and stabilizing transactions, as well as other purchases by the underwriters for their ownaccounts, may have the effect of preventing or retarding a decline in the market price of our stock, and together with the imposition ofthe penalty bid, may stabilize, maintain or otherwise affect the market price of our common stock. As a result, the price of ourcommon stock may be higher than the price that otherwise might exist in the open market. The underwriters are not required toengage in these activities and may end any of these activities at any time. These transactions may be effected on the NASDAQGlobal Market, in the over-the-counter market or otherwise.

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The underwriters do not expect sales to discretionary accounts to exceed five percent of the total number of shares offered.

We estimate that the total expenses of the offering payable by us, excluding underwriting discounts and commissions, will beapproximately $3.5 million.

We have agreed to pay the filing fees incident to, and the fees and disbursements of counsel for the underwriters in connectionwith, any required review by FINRA in connection with this offering in an amount not to exceed $25,000.

We and the selling stockholders have agreed to indemnify the several underwriters against certain liabilities, including liabilitiesunder the Securities Act.

Relationships

The underwriters and their respective affiliates are full service financial institutions engaged in various activities, which mayinclude sales and trading, commercial and investment banking, advisory, investment management, investment research, principalinvestment, hedging, market making, brokerage and other financial and non-financial activities and services. Certain of the underwritersand their respective affiliates have provided, and may in the future provide, a variety of these services to the issuer and to persons andentities with relationships with the issuer, for which they received or will receive customary fees and expenses.

In the ordinary course of their various business activities, the underwriters and their respective affiliates, officers, directors andemployees may purchase, sell or hold a broad array of investments and actively trade securities, derivatives, loans, commodities,currencies, credit default swaps and other financial instruments for their own account and for the accounts of their customers, andsuch investment and trading activities may involve or relate to our assets, securities and/or instruments (directly, as collateral securingother obligations or otherwise) and/or persons and entities with relationships with us. The underwriters and their respective affiliatesmay also communicate independent investment recommendations, market color or trading ideas and/or publish or expressindependent research views in respect of such assets, securities or instruments and may at any time hold, or recommend to clientsthat they should acquire, long and/or short positions in such assets, securities and instruments.

Selling Restrictions

European Economic Area

In relation to each Member State of the European Economic Area which has implemented the Prospectus Directive (each, aRelevant Member State), each underwriter has represented and agreed that with effect from and including the date on which theProspectus Directive is implemented in that Relevant Member State (the Relevant Implementation Date) it has not made and will notmake an offer of shares to the public in that Relevant Member State prior to the publication of a prospectus in relation to the shareswhich has been approved by the competent authority in that Relevant Member State or, where appropriate, approved in anotherRelevant Member State and notified to the competent authority in that Relevant Member State, all in accordance with the ProspectusDirective, except that it may, with effect from and including the Relevant Implementation Date, make an offer of shares to the public inthat Relevant Member State at any time:

(a) to legal entities which are authorized or regulated to operate in the financial markets or, if not so authorized or regulated,whose corporate purpose is solely to invest in securities;

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(b) to any legal entity which has two or more of (1) an average of at least 250 employees during the last financial year; (2) atotal balance sheet of more than €43,000,000 and (3) an annual net turnover of more than €50,000,000, as shown in itslast annual or consolidated accounts;

(c) to fewer than 100 natural or legal persons (other than qualified investors as defined in the Prospectus Directive) subjectto obtaining the prior consent of the representatives for any such offer; or

(d) in any other circumstances which do not require the publication by the Issuer of a prospectus pursuant to Article 3 of theProspectus Directive.

For the purposes of this provision, the expression an "offer of shares to the public" in relation to any shares in any RelevantMember State means the communication in any form and by any means of sufficient information on the terms of the offer and theshares to be offered so as to enable an investor to decide to purchase or subscribe for the shares, as the same may be varied in thatRelevant Member State by any measure implementing the Prospectus Directive in that Relevant Member State, and the expressionProspectus Directive means Directive 2003/71/EC and includes any relevant implementing measure in each Relevant Member State.

United Kingdom

Each underwriter has represented and agreed that:

(a) it has only communicated or caused to be communicated and will only communicate or cause to be communicated aninvitation or inducement to engage in investment activity (within the meaning of Section 21 of the Financial Services andMarkets Act 2000 (the FSMA)) received by it in connection with the issue or sale of the shares in circumstances inwhich Section 21(1) of the FSMA does not apply to us; and

(b) it has complied and will comply with all applicable provisions of the FSMA with respect to anything done by it in relationto the shares in, from or otherwise involving the United Kingdom.

Hong Kong

The shares may not be offered or sold by means of any document other than (i) in circumstances which do not constitute anoffer to the public within the meaning of the Companies Ordinance (Cap.32, Laws of Hong Kong), (ii) to "professional investors" withinthe meaning of the Securities and Futures Ordinance (Cap.571, Laws of Hong Kong) and any rules made thereunder, or (iii) in othercircumstances which do not result in the document being a "prospectus" within the meaning of the Companies Ordinance (Cap.32,Laws of Hong Kong), and no advertisement, invitation or document relating to the shares may be issued or may be in the possessionof any person for the purpose of issue (in each case whether in Hong Kong or elsewhere), which is directed at, or the contents ofwhich are likely to be accessed or read by, the public in Hong Kong (except if permitted to do so under the laws of Hong Kong) otherthan with respect to shares which are or are intended to be disposed of only to persons outside Hong Kong or only to "professionalinvestors" within the meaning of the Securities and Futures Ordinance (Cap. 571, Laws of Hong Kong) and any rules made thereunder.

Singapore

This prospectus has not been registered as a prospectus with the Monetary Authority of Singapore. Accordingly, thisprospectus and any other document or material in connection with the offer or sale, or invitation for subscription or purchase, of theshares may not be circulated or

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distributed, nor may the shares be offered or sold, or be made the subject of an invitation for subscription or purchase, whether directlyor indirectly, to persons in Singapore other than (i) to an institutional investor under Section 274 of the Securities and Futures Act,Chapter 289 of Singapore (the SFA), (ii) to a relevant person, or any person pursuant to Section 275(1A), and in accordance with theconditions, specified in Section 275 of the SFA or (iii) otherwise pursuant to, and in accordance with the conditions of, any otherapplicable provision of the SFA.

Where the shares are subscribed or purchased under Section 275 by a relevant person which is: (a) a corporation (which is notan accredited investor) the sole business of which is to hold investments and the entire share capital of which is owned by one or moreindividuals, each of whom is an accredited investor; or (b) a trust (where the trustee is not an accredited investor) whose sole purposeis to hold investments and each beneficiary is an accredited investor, shares, debentures and units of shares and debentures of thatcorporation or the beneficiaries' rights and interest in that trust shall not be transferable for six months after that corporation or thattrust has acquired the shares under Section 275 except: (1) to an institutional investor under Section 274 of the SFA or to a relevantperson, or any person pursuant to Section 275(1A), and in accordance with the conditions, specified in Section 275 of the SFA;(2) where no consideration is given for the transfer; or (3) by operation of law.

Japan

The securities have not been and will not be registered under the Financial Instruments and Exchange Law of Japan (theFinancial Instruments and Exchange Law) and each underwriter has agreed that it will not offer or sell any securities, directly orindirectly, in Japan or to, or for the benefit of, any resident of Japan (which term as used herein means any person resident in Japan,including any corporation or other entity organized under the laws of Japan), or to others for re-offering or resale, directly or indirectly,in Japan or to a resident of Japan, except pursuant to an exemption from the registration requirements of, and otherwise in compliancewith, the Financial Instruments and Exchange Law and any other applicable laws, regulations and ministerial guidelines of Japan.

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LEGAL MATTERS

The validity of the shares of common stock being offered by this prospectus will be passed upon for us by Cooley LLP, Reston,Virginia. Certain legal matters in connection with this offering will be passed upon for the underwriters by Goodwin Procter LLP,Boston, Massachusetts.

EXPERTS

The consolidated financial statements and schedules of 2U, Inc. as of December 31, 2012 and 2013, and for each of the yearsin the three-year period ended December 31, 2013, have been included herein and in the registration statement in reliance upon thereport of KPMG LLP, independent registered public accounting firm, appearing elsewhere herein, and upon the authority of said firm asexperts in accounting and auditing.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We have filed with the SEC a registration statement on Form S-1 under the Securities Act, with respect to the shares ofcommon stock being offered by this prospectus. This prospectus does not contain all of the information in the registration statementand its exhibits. For further information with respect to 2U and the common stock offered by this prospectus, we refer you to theregistration statement and its exhibits. Statements contained in this prospectus as to the contents of any contract or any otherdocument referred to are not necessarily complete, and in each instance, we refer you to the copy of the contract or other documentfiled as an exhibit to the registration statement. Each of these statements is qualified in all respects by this reference.

You can read our SEC filings, including the registration statement, over the internet at the SEC's website at www.sec.gov . Youmay also read and copy any document we file with the SEC at its public reference facilities at 100 F Street, N.E., Washington, D.C.20549. You may also obtain copies of these documents at prescribed rates by writing to the Public Reference Section of the SEC at100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of thepublic reference facilities.

Upon completion of this offering, we will be subject to the information reporting requirements of the Exchange Act, and we willfile reports, proxy statements and other information with the SEC. These reports, proxy statements and other information will beavailable for inspection and copying at the public reference room and web site of the SEC referred to above. We also maintain awebsite at www.2U.com , at which you may access these materials free of charge as soon as reasonably practicable after they areelectronically filed with, or furnished to, the SEC. The information contained in, or that can be accessed through, our website is notpart of, and is not incorporated into, this prospectus.

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INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

F-1

Report of Independent Registered Public Accounting Firm F-2 Consolidated Balance Sheets as of December 31, 2012 and 2013 F-3 Consolidated Statements of Operations for the years ended December 31, 2011, 2012 and 2013 F-4 Consolidated Statements of Changes in Stockholders' Deficit for the years ended December 31,

2011, 2012 and 2013

F-5 Consolidated Statements of Cash Flows for the years ended December 31, 2011, 2012 and 2013 F-6 Notes to Consolidated Financial Statements F-7

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Report of Independent Registered Public Accounting Firm

The Board of Directors and Stockholders 2U, Inc.:

We have audited the accompanying consolidated balance sheets of 2U, Inc. and subsidiary (the Company) as of December 31,2012 and 2013, and the related consolidated statements of operations, changes in stockholders' deficit, and cash flows for each of theyears in the three-year period ended December 31, 2013. In connection with our audits of the consolidated financial statements, wealso have audited financial statement Schedule II — Valuation and Qualifying Accounts. These consolidated financial statements andschedule are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidatedfinancial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements arefree of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in thefinancial statements. An audit also includes assessing the accounting principles used and significant estimates made bymanagement, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basisfor our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financialposition of 2U, Inc. and subsidiary as of December 31, 2012 and 2013, and the results of their operations and their cash flows for eachof the years in the three-year period ended December 31, 2013, in conformity with U.S. generally accepted accounting principles.Also, in our opinion, the related financial statement schedule when considered in relation to the basic consolidated financialstatements taken as a whole, presents fairly, in all material respects, the information set forth therein.

/s/ KPMG LLP

McLean, Virginia February 21, 2014, except as to the fourth paragraph in Note 16 to the consolidated financial statements, which is as of March 6, 2014

F-2

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2U, Inc.

Consolidated Balance Sheets

(in thousands, except share and per share amounts)

See accompanying notes to the consolidated financial statements.

December 31,

Pro Forma December 31,

2013

2012 2013 (unaudited) Assets Current assets:

Cash and cash equivalents $ 25,190 $ 7,012 $ 7,012 Accounts receivable, net 248 1,835 1,835 Advance to clients, current 498 581 581 Prepaid expenses 823 1,763 1,763

Total current assets 26,759 11,191 11,191

Property and equipment, net 4,871 5,231 5,231 Capitalized content development costs, net 6,608 8,904 8,904 Related party receivables 265 — — Advance to clients, non-current 498 — — Other non-current assets 876 3,326 3,326

Total assets $ 39,877 $ 28,652 $ 28,652

Liabilities, redeemable convertible preferred stock and stockholders'(deficit) equity

Current liabilities: Accounts payable $ 2,964 $ 5,089 $ 5,089 Accrued expenses and other current liabilities 6,037 12,025 12,025 Deferred revenue 736 1,266 1,266 Refunds payable 1,228 1,831 1,831

Total current liabilities 10,965 20,211 20,211

Rebate reserve 1,891 1,571 1,571 Other non-current liabilities 611 847 721

Total liabilities 13,467 22,629 22,503

Commitments and contingencies (Note 5)

Redeemable convertible preferred stock: Redeemable convertible Series A preferred stock, $0.001 par value,

10,033,976 shares authorized, issued and outstanding as of December 31,2012 and December 31 2013; no shares issued and outstanding pro forma;liquidation preference of $12,732 as of December 31, 2013 12,244 12,384 —

Redeemable convertible Series B preferred stock, $0.001 par value, 5,057,901shares authorized, issued and outstanding as of December 31, 2012 andDecember 31 2013; no shares issued and outstanding pro forma; liquidationpreference of $22,564 as of December 31, 2013 22,068 22,210 —

Redeemable convertible Series C preferred stock, $0.001 par value, 4,429,601shares authorized, issued and outstanding as of December 31, 2012 andDecember 31 2013; no shares issued and outstanding pro forma; liquidationpreference of $32,519 as of December 31, 2013 32,359 32,405 —

Redeemable convertible Series D preferred stock, $0.001 par value, 3,992,527shares authorized, 3,339,902 issued and outstanding as of December 31,2012; liquidation preference of $26,100 as of December 31, 2012; 4,069,352shares authorized, 3,979,730 issued and outstanding as of December 312013; no shares issued and outstanding pro forma; liquidation preference of$31,100 as of December 31, 2013. 26,035 31,048 —

Total redeemable convertible preferred stock 92,706 98,047 —

Stockholders' (deficit) equity: Common stock, $0.001 par value, 35,984,090 shares authorized, 7,386,133

issued and outstanding as of December 31, 2012; 60,000,000 sharesauthorized, 7,629,133 issued and outstanding as of December 31, 2013;31,130,341 shares issued and outstanding pro forma 7 8 31

Additional paid-in capital 5,483 7,817 105,967 Accumulated deficit (71,786) (99,849) (99,849)

Total stockholders' (deficit) equity (66,296) (92,024) 6,149

Total liabilities, redeemable convertible preferred stock and stockholders' (deficit)equity $ 39,877 $ 28,652 $ 28,652

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2U, Inc.

Consolidated Statements of Operations

(in thousands, except share and per share amounts)

See accompanying notes to the consolidated financial statements.

F-4

Year Ended December 31,

2011 2012 2013 Revenue $ 29,733 $ 55,879 $ 83,127 Costs and expenses:

Servicing and support 12,300 14,926 22,718 Technology and content development 5,117 8,299 19,472 Program marketing and sales 32,116 45,390 54,103 General and administrative 5,104 10,342 14,840

Total costs and expenses 54,637 78,957 111,133

Loss from operations (24,904) (23,078) (28,006)Other income (expense):

Interest expense (19) (73) 27 Interest income 45 38 26

Total other income (expense) 26 (35) 53

Loss before income taxes (24,878) (23,113) (27,953)Income tax expense — — —

Net loss (24,878) (23,113) (27,953)Preferred stock accretion (314) (339) (347)

Net loss attributable to common stockholders $ (25,192) $ (23,452) $ (28,300)

Net loss per share attributable to common stockholders,basic and diluted $ (3.77) $ (3.33) $ (3.81)

Weighted average common shares outstanding, basic anddiluted 6,680,085 7,037,090 7,432,055

Pro forma net loss per share attributable to commonstockholders, basic and diluted (unaudited) $ (0.92)

Pro forma weighted average common shares outstanding,basic and diluted (unaudited) 30,885,803

Table of Contents

2U, Inc.

Consolidated Statements of Changes in Stockholders' Deficit

(in thousands, except share amounts)

See accompanying notes to the consolidated financial statements.

F-5

Common Stock

Additional Paid-In Capital

Accumulated Deficit

Total Stockholders'

Deficit

Shares Amount Balance, January 1, 2011 6,680,085 $ 6 $ 3,292 $ (23,795) $ (20,497)

Accretion of issuancecosts on redeemableconvertible preferredstock — — (314) — (314)

Stock-basedcompensation expense — — 839 — 839

Net loss — — — (24,878) (24,878)

Balance, December 31, 2011 6,680,085 6 3,817 (48,673) (44,850)

Exercise of stock options 706,048 1 610 — 611 Accretion of issuance

costs on redeemableconvertible preferredstock — — (339) — (339)

Stock-basedcompensation expense — — 1,395 — 1,395

Net loss — — — (23,113) (23,113)

Balance, December 31, 2012 7,386,133 7 5,483 (71,786) (66,296)

Exercise of stock options 290,604 1 324 — 325 Repurchase of common

shares (47,604) — (69) (110) (179)Accretion of issuance

costs on redeemableconvertible preferredstock — — (347) — (347)

Stock-basedcompensation expense — — 2,426 — 2,426

Net loss — — — (27,953) (27,953)

Balance, December 31, 2013 7,629,133 $ 8 $ 7,817 $ (99,849) $ (92,024)

Table of Contents

2U, Inc.

Consolidated Statements of Cash Flows

(in thousands)

See accompanying notes to the consolidated financial statements.

F-6

Year Ended

December 31, 2011 2012 2013 Cash flows from operating activities Net loss $ (24,878) $ (23,113) $ (27,953)Adjustments to reconcile net loss to net cash used in operating activities:

Depreciation and amortization 1,551 2,869 4,335 Stock-based compensation expense 839 1,395 2,426 Interest expense incurred in connection w ith convertible debt 19 — — Amortization of deferred f inancing costs — 74 — Change in the fair value of the Series D redeemable convertible preferred stock

w arrant — (22) (33)Loss on impairment and disposal of long-lived assets — — 811 Changes in operating assets and liabilities:

Accounts receivable (1,312) 1,142 (1,587)Advances to clients (996) — 415 Prepaid expenses (590) (24) (939)Related party receivable — (265) 265 Other assets (127) (133) (1,384)Accounts payable (101) 1,328 1,894 Accrued expenses and other current liabilities 3,360 1,047 4,986 Deferred revenue 2,144 (5,002) 530 Refunds payable 513 159 603 Rebate reserve 618 240 (320)Other liabilities 348 120 269

Net cash used in operating activities (18,612) (20,185) (15,682)

Cash flows from investing activities Expenditures for property, equipment, and internally developed softw are (2,512) (2,275) (2,367)Capitalized content cost expenditures (3,656) (2,578) (5,213)Other investing activities (90) (362) (56)

Net cash used in investing activities (6,258) (5,215) (7,636)

Cash flows from financing activities Proceeds from exercise of stock options — 611 325 Repurchase of common shares — — (179)Proceeds from issuance of Series C redeemable convertible preferred stock, net of

issuance costs 31,510 — — Proceeds from issuance of Series D redeemable convertible preferred stock, net of

issuance costs — 26,021 4,994 Proceeds from issuance of convertible debt 750 — —

Net cash provided by f inancing activities 32,260 26,632 5,140

Net increase (decrease) in cash and cash equivalents 7,390 1,232 (18,178)Cash and cash equivalents, beginning of period 16,568 23,958 25,190

Cash and cash equivalents, end of period $ 23,958 $ 25,190 $ 7,012

Supplemental disclosure of noncash investing and financing activities Conversion of debt to redeemable convertible preferred stock $ 769 $ — $ — Accretion of issuance costs on redeemable convertible preferred stock 314 339 347 Accrued capital expenditures 157 40 216 Deferred offering costs included in accounts payable and accrued expenses — — 1,057 Issuance of Series D redeemable convertible preferred stock w arrant in connection

w ith revolving line of credit — — 107

Table of Contents

2U, Inc.

Notes to Consolidated Financial Statements

(dollars in thousands, except per share amounts)

1. Description of the Business

2U, Inc. (the "Company") was incorporated as 2Tor Inc. in the State of Delaware in April 2008 and changed its name to 2U, Inc.in October 2012. Under long-term agreements, the Company provides a proprietary, cloud-based technology platform, bundled withtechnology-enabled services, that allows leading colleges and universities to deliver high quality online degree programs and courses,extending the universities' reach and distinguishing their brands. The Company's comprehensive learning platform acts as the hub forall student and faculty academic and social interaction. The Company also provides a suite of technology-enabled services thatsupport the complete lifecycle of a higher education program or course, including attracting students, facilitating in-program fieldplacements and providing technical support.

Since its inception, the Company has incurred substantial losses. As of December 31, 2012 and 2013, the accumulated deficitwas $71,786 and $99,849, respectively. The Company has financed its operations primarily through issuances of redeemableconvertible preferred stock and believes it has adequate financial resources, including cash on hand, working capital and availablecredit facilities, to fund its existing operations. If additional financing were not available, it could limit the Company's opportunity tocapitalize on future growth opportunities.

2. Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary and have beenprepared in accordance with United States generally accepted accounting principles ("U.S. GAAP"). All intercompany accounts andtransactions have been eliminated in consolidation.

Unaudited Pro Forma Presentation

The Company has filed a Registration Statement on Form S-1 with the United States Securities and Exchange Commission(the "SEC") for the proposed initial public offering of shares of its common stock (the "IPO"). If the IPO is consummated, all of theredeemable convertible preferred stock outstanding will convert to common stock.

The unaudited pro forma net loss per share for the year ended December 31, 2013 assumes the conversion of all outstandingshares of redeemable convertible preferred stock into shares of common stock upon the completion of the IPO as of January 1, 2013or the time of issuance, if later, and the conversion of the warrants to purchase Series D redeemable convertible preferred stock intocommon stock warrants as of December 31, 2013. The amounts recorded in 2013 to adjust the Series D warrant liability to fair valuehave been added back to net loss to arrive at pro forma net loss per share.

The Company believes that the unaudited pro forma net loss per share provides material information to investors because theconversion of the redeemable convertible preferred stock into common stock is expected to occur upon the closing of the IPO and,therefore, the disclosure of pro forma net loss per share provides a measure of net loss per share that is comparable to what will bereported as a public company.

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Table of Contents

2U, Inc.

Notes to Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

2. Significant Accounting Policies (Continued)

Use of Estimates

The preparation of financial statements in accordance with U.S. GAAP requires management to make certain estimates andassumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. On an ongoing basis,the Company evaluates its estimates, including those related to the useful lives of long-lived assets, fair value measurement andincome taxes, among others. The Company bases its estimates on historical experience and on various other assumptions that itbelieves to be reasonable, the results of which form the basis for making judgments about the carrying value of assets and liabilities.Actual results could differ from those estimates.

Cash and Cash Equivalents

Cash and cash equivalents consist of bank checking and money market accounts and investments in certificates of depositthat mature in less than three months. The Company considers all highly liquid marketable securities with maturities at the time ofpurchase of three months or less to be cash equivalents, and they are carried at fair value.

Revenue Recognition and Deferred Revenue

The Company recognizes revenue when all of the following conditions are met: (i) persuasive evidence of an arrangement exists,(ii) rendering of services is complete, (iii) fees are fixed or determinable and (iv) collection of fees is reasonably assured.

The Company derives revenue under long-term contracts that typically range from 10 to 15 years in length. Under thesecontracts, the Company enables access to its cloud-based technology platform and provides technology-enabled marketing, contentdevelopment and supporting services to its clients and their faculty and students. The Company is entitled to a contractually specifiedpercentage of net program proceeds from its clients. These net program proceeds represent gross proceeds billed by clients tostudents, less credit card fees and other specified charges the Company has agreed to exclude in its contract with a client. A refundallowance is established for our share of tuition and fees ultimately uncollected by our clients. The Company also offered rebates to agroup of students who enrolled in a specific client program between 2009 and 2011, which the Company will pay to the student if he orshe completes the degree and certain post-graduation work requirements within a specified period of time. These rebates and refundsoffset the net program proceeds recognized as revenue. Revenue is recognized ratably over the service period, which the Companydefines as the first through the last day of classes for each term in a client's program. The Company invoices its clients based onenrollment reports that are generated by its clients. In some instances, these enrollment reports are received prior to the conclusion ofthe drop/add period. In such cases, the Company establishes a reserve against revenue, if necessary, based on its estimate ofchanges in enrollments expected prior to the end of the drop/add period.

The Company generates revenue from multiple-deliverable contractual arrangements with its clients. Under each of thesearrangements, the Company provides (i) a cloud-based technology platform that serves as a learning platform for client faculty andstudents and which also enable a

F-8

Table of Contents

2U, Inc.

Notes to Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

2. Significant Accounting Policies (Continued)

comprehensive range of other client functions, (ii) program marketing and application services for student acquisition, (iii) inconjunction with the client's faculty members, content development for courses and (iv) faculty and student support services, includingtechnical field training and support, non-academic student advising, academic progress monitoring and career services.

In order to treat deliverables in a multiple-deliverable contractual arrangement as separate units of accounting, deliverables musthave standalone value upon delivery. The services are provided solely in support of courses offered over the Company's platform and forstudents of the online courses delivered over our platform. Accordingly, the Company has determined that no individual deliverable hasstandalone value upon delivery and, therefore, deliverables within the Company's multiple-deliverable arrangements do not qualify fortreatment as separate units of accounting. Accordingly, the Company considers all deliverables to be a single unit of accounting andrecognizes revenue from the entire arrangement over the term of the service period.

Advance payments are recorded as deferred revenue until services are delivered or obligations are met, at which time revenue isrecognized. Deferred revenue as of a particular balance sheet date represents the excess of amounts received as compared toamounts recognized in revenue in the consolidated statements of operations as of the end of the reporting period, and such amountsare reflected as a current liability on the Company's consolidated balance sheets.

Advertising Costs

The Company expenses advertising costs as incurred. The amounts expensed for the years ended December 31, 2011, 2012and 2013 were not material. The Company records its advertising costs as program marketing and sales expense in the Company'sconsolidated statements of operations.

Fair Value Measurements

The carrying amounts of certain assets and liabilities, including cash and cash equivalents, accounts receivable, accountspayable and accrued expenses and other current liabilities, approximate their respective fair values due to their short-term nature.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transactionbetween market participants at the measurement date, based on the Company's principal or, in the absence of a principal, mostadvantageous, market for the specific asset or liability.

U.S. GAAP provides for a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair valueon a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to theirinitial measurement. The fair value hierarchy requires the Company to use observable inputs when available, and to minimize the useof unobservable inputs when determining fair value. The three tiers are defined as follows:

• Level 1 — Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in activemarkets;

F-9

Table of Contents

2U, Inc.

Notes to Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

2. Significant Accounting Policies (Continued)

• Level 2 — Observable inputs, other than quoted prices in active markets, that are observable either directly or indirectlyin the marketplace for identical or similar assets and liabilities; and

• Level 3 — Unobservable inputs that are supported by little or no market data, which require the Company to develop itsown assumptions about the assumptions market participants would use in pricing the asset or liability based on the bestinformation available in the circumstances.

Assets and Liabilities Measured at Fair Value on a Recurring Basis

The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determinethe appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made.The following tables summarize the conclusions reached as of December 31, 2012 and 2013:

In order to determine the fair value of the Series C and Series D redeemable convertible preferred stock warrants, the Companyused an option pricing model for the years ended 2012 and 2013. The valuation required the input of subjective assumptions, includingthe risk-free interest rate, the value of the underlying securities and the expected stock price volatility. The risk-free interest rateassumption was based upon observed interest rates for constant maturity U.S. Treasury securities consistent with the term of thewarrants. The expected stock price volatility assumption was based on historical volatilities for publicly traded stock of comparablecompanies over the term of the warrants.

F-10

Balance as of December 31, 2012

Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 19,030 $ 19,030 $ — $ —

Liabilities: Series D redeemable convertible preferred

stock warrant $ 52 $ — $ — $ 52

Balance as of December 31, 2013

Total Level 1 Level 2 Level 3 Assets: Cash and cash equivalents $ 3,357 $ 3,357 $ — $ —

Liabilities: Series D redeemable convertible

preferred stock warrant $ 126 $ — $ — $ 126

Table of Contents

2U, Inc.

Notes to Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

2. Significant Accounting Policies (Continued)

Liabilities Measured at Fair Value on a Recurring Basis Using Significant Unobservable Inputs

The following table presents the changes in the Company's Level 3 instruments measured at fair value on a recurring basis:

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable are stated at realizable value. The Company extends a minimal amount of uncollateralized credit to itsclients. The Company utilizes the allowance method to provide for doubtful accounts based on management's evaluation of thecollectability of the amounts due. The Company's estimate is based on historical collection experience and a review of the currentstatus of accounts receivable. Historically, actual write-offs for uncollectible accounts have not significantly differed from theCompany's estimates. As of December 31, 2012 and 2013, the Company determined that no significant allowance for doubtfulaccounts was necessary.

Concentration of Credit Risk

Financial instruments that subject the Company to significant concentrations of credit risk consist primarily of cash and cashequivalents and accounts receivable. All of the Company's cash is held at financial institutions that management believes to be of highcredit quality. The Company's bank accounts exceed federally insured limits at times. The Company has not experienced any losseson cash to date. To manage accounts receivable risk, the Company evaluates the creditworthiness of its clients and maintains anallowance for doubtful accounts, if needed.

The Company has two contracts with the same university that accounted for an aggregate of 94%, 78% and 69% of its revenuefor the years ended December 31, 2011, 2012 and 2013, respectively, and an aggregate of 51% of accounts receivable as of each ofDecember 31, 2012 and 2013. Additionally, the Company has a contract with another university that accounted for approximately 15%and 16% of its revenue for the years ended December 31, 2012 and 2013, respectively. Further, the Company has a contract with athird university that accounted for approximately 26% of its accounts receivable as of December 31, 2013.

F-11

Series C Warrant

Series D Warrants

Balance as of December 31, 2011 — — Issuance of warrant — 74 Change in fair value of warrant liability — (22)

Balance as of December 31, 2012 — 52 Issuance of warrant — 107 Change in fair value of warrant liability — (33)

Balance as of December 31, 2013 $ — $ 126

Table of Contents

2U, Inc.

Notes to Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

2. Significant Accounting Policies (Continued)

Property and Equipment

Property and equipment is stated at cost less accumulated depreciation and amortization. Computer software is included inproperty and equipment and consists of purchased software and internally-developed software. Expenditures for major additions,construction and improvements are capitalized. Depreciation and amortization is expensed using the straight-line method over theestimated useful lives of the related assets, which range from three to five years for computer hardware and three to ten years forfurniture and office equipment. Leasehold improvements are depreciated on a straight-line basis over the lesser of the remaining termof the leased facility or the estimated useful life of the improvement, which ranges from five to ten years. Useful lives of significantassets are periodically reviewed and adjusted prospectively to reflect the Company's current estimates of the respective assets'expected utility. Repair and maintenance costs are expensed as incurred.

The Company capitalizes certain costs associated with internally-developed software, primarily consisting of direct laborassociated with creating the software. Software development projects generally include three stages: the preliminary project stage (allcosts are expensed as incurred), the application development stage (certain costs are capitalized and certain costs are expensed asincurred) and the post-implementation/operation stage (all costs are expensed as incurred). Costs capitalized in the applicationdevelopment stage include costs of designing the application, coding, integrating the Company's and the university's networks andsystems, and the testing of the software. Capitalization of costs requires judgment in determining when a project has reached theapplication development stage and the period over which the Company expects to benefit from the use of that software. Once thesoftware is placed in service, these costs are depreciated on the straight-line method over the estimated useful life of the software,which is generally three years. Internal software development costs of $1,514, $1,078 and $1,341 were capitalized during the yearsended December 31, 2011, 2012 and 2013, respectively. Amortization expense related to the capitalized internally-developed softwarewas $426, $887 and $1,473 for the years ended December 31, 2011, 2012 and 2013, respectively, and is included in technology andcontent development costs in the accompanying consolidated statements of operations. The net book value of capitalized internally-developed software was $2,508 and $2,397 at December 31, 2012 and 2013, respectively.

Capitalized Content Development Costs

The Company works with each client's faculty members to develop and maintain educational content that is delivered to theirstudents through the Company's cloud-based technology platform. The online content developed jointly by the Company and its clientsconsists of subjects chosen and taught by clients' faculty members and incorporates references and examples designed to remainrelevant over extended periods of time. Online delivery of the content, combined with live, face-to-face instruction, provides theCompany with rapid user feedback that it uses to make ongoing corrections, modifications and improvements to the course content.The Company's clients retain all intellectual property rights to the developed content, although the Company retains the rights to thecontent packaging and delivery mechanisms. Much of the Company's new content development uses proven delivery platforms and istherefore primarily subject-specific in nature. As

F-12

Table of Contents

2U, Inc.

Notes to Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

2. Significant Accounting Policies (Continued)

a result, a significant portion of content development costs qualify for capitalization due to the focus of the Company's developmentefforts on the unique subject matter of the content. Similar to on-campus programs offered by the Company's clients, the onlinegraduate degree programs enabled by the Company offer numerous courses for each degree. The Company therefore capitalizes itsdevelopment costs on a course-by-course basis. As students must matriculate into a client program in order to take a course,revenues and identifiable cash flows are also measured at the client program level.

Costs related to the Company's pilot program with a consortium of undergraduate schools are currently being expensed, andgiven the limited history with this program and the significant difference between this service and the Company's core service offerings,management is currently unable to conclude that the costs will be recoverable.

The Company develops content on a course-by-course basis in conjunction with the faculty for each client program. The clientand its faculty generally provide course outlines in the form of the curriculum, required text books, case studies and other readingmaterials, as well as presentations that are typically used in the on-campus setting. The Company is then responsible for, and incursall of the expenses related to, the conversion of the materials provided by the client into a format suitable for delivery through theCompany's cloud-based technology platform.

The content development costs that qualify for capitalization are third-party direct costs, such as videography, editing and otherservices associated with creating digital content. Additionally, the Company capitalizes internal payroll and payroll-related costsincurred to create and produce videos and other digital content utilized in the clients' programs for delivery via the Company's platform.Capitalization ends when content has been fully developed by both the Company and the client, at which time amortization of thecapitalized content development costs begins. The capitalized costs are recorded on a class-by-class basis and included incapitalized content costs on the consolidated balance sheets. These costs are amortized using the straight-line method over theestimated useful life of the respective capitalized content program, which is generally five years. The estimated useful life correspondswith the Company's planned curriculum refresh rate. This refresh rate is consistent with expected curriculum refresh rates as cited byprogram faculty members for similar on-campus programs. In order to assess the recoverability of the capitalized content developmentcosts, the costs are grouped by program, which is the lowest level of independent cash flows. It is reasonably possible that thecapitalized content development costs and internally developed software could become obsolete before the estimated useful lives arecomplete.

Impairment of Long-Lived Assets

The Company reviews long-lived assets, which consist of property and equipment and capitalized content costs, for impairmentwhenever events or changes in circumstances indicate the carrying value of an asset may not be recoverable. Recoverability of thelong-lived asset is measured by a comparison of the carrying value of the asset or asset group to the future undiscounted net cashflows expected to be generated by the asset or asset group. If such assets are not recoverable, the impairment to be recognized ismeasured by the amount by which the carrying value of the asset exceeds the estimated fair value (discounted cash flow) of the assetor

F-13

Table of Contents

2U, Inc.

Notes to Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

2. Significant Accounting Policies (Continued)

asset group. For the years ended December 31, 2011 and 2012, no impairment of long-lived assets was deemed to have occurred. InDecember 2013, the Company evaluated the recoverability of its capitalized assets and determined that the estimated carrying value ofone asset group exceeded its net realizable value. The Company determined that these capitalized amounts were not recoverable,performed an impairment assessment and recorded an impairment charge of $763 in the fourth quarter of 2013. The Company'simpairment analysis is based upon forecasted financial results. The actual results could vary from the Company's forecasts, especiallyin relation to recently launched programs. The Company may record additional impairment charges in the short term.

Other Non-Current Assets

Other non-current assets consist primarily of costs the Company defers and capitalizes which are incurred directly inconnection with its planned IPO and obtaining its revolving line of credit. Additional other non-current assets consist of intangibleassets associated with the Company's registered domain names and security deposits on leased office facilities. Deferred IPO costsremain capitalized until the IPO is consummated, at which time the asset will be fully reduced and partially offset the cash proceedsreceived from the IPO, or alternatively, expensed immediately in the event that the IPO transaction is abandoned or terminated.Deferred financing costs are amortized over a useful life equal to the term of the underlying line of credit.

Total other non-current assets consisted of the following as of:

Refunds Payable

The Company records a refunds payable liability related to the amounts owed to clients as a result of students defaulting ontheir payments to the client. The Company may receive its portion of net program proceeds prior to the client collecting the full amountof tuition and applicable fees from its students. The Company calculates the refunds payable liability by estimating the future amountsowed to the client resulting from non-payment by students. The Company's estimate is based on historical collection experience,market and income trends, and a review of the client's accounts receivable aging.

Rebate Reserve

The Company has recorded a rebate reserve liability that results from having offered students who first enrolled in a specificMaster of Arts in Teaching program between April 2009 and June

F-14

December 31,

2012 2013 Deferred IPO costs $ — $ 1,781 Deferred financing costs 63 634 Other non-current assets 813 911

Total other non-current assets $ 876 $ 3,326

Table of Contents

2U, Inc.

Notes to Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

2. Significant Accounting Policies (Continued)

2011 a rebate if they complete their degree and teach for five consecutive years in a designated low-income school. The Companyaccounts for the rebate reserve as a contingent sales incentive and has recorded a rebate reserve liability to recognize the obligation torebate amounts to students who satisfactorily complete the rebate requirements.

Advances to Clients

The Company sometimes advances payments to its clients in order to fund start-up expenses of the program on behalf of theclient. Advances to clients are stated at realizable value. The advances are repaid to the Company on terms as required in therespective agreements. The Company recognizes imputed interest expense on these advance payments when there is a significantamount of imputed interest.

Comprehensive Loss

The Company's net loss equals comprehensive loss for all periods presented as the Company has no components of othercomprehensive income.

Stock-Based Compensation

The Company accounts for stock-based compensation awards based on the fair value of the award as of the grant date. Forawards subject to service-based vesting conditions, the Company recognizes stock-based compensation expense on a straight-linebasis over the awards' requisite service period, adjusted for estimated forfeitures. For awards subject to both performance and service-based vesting conditions, the Company recognizes stock-based compensation expense using an accelerated recognition methodwhen it is probable that the performance condition will be achieved.

See Note 10 for a discussion of assumptions used in calculating the fair value of stock options.

Basic and Diluted Loss per Common Share

The Company uses the two-class method to compute net loss per common share because the Company has issuedsecurities, other than common stock, that contractually entitle the holders to participate in dividends and earnings of the Company.The two-class method requires earnings for the period to be allocated between common stock and participating securities based upontheir respective rights to receive distributed and undistributed earnings. Holders of each series of the Company's redeemableconvertible preferred stock are entitled to participate in distributions, when and if declared by the board of directors, that are made tocommon stockholders, and as a result are considered participating securities.

Under the two-class method, for periods with net income, basic net income per common share is computed by dividing the netincome attributable to common stockholders by the weighted average number of shares of common stock outstanding during theperiod. Net income attributable to common stockholders is computed by subtracting from net income the portion of current yearearnings that the participating securities would have been entitled to receive pursuant to their

F-15

Table of Contents

2U, Inc.

Notes to Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

2. Significant Accounting Policies (Continued)

dividend rights had all of the year's earnings been distributed. No such adjustment to earnings is made during periods with a net loss,as the holders of the participating securities have no obligation to fund losses. Diluted net loss per common share is computed underthe two-class method by using the weighted average number of shares of common stock outstanding, plus, for periods with netincome attributable to common stockholders, the potential dilutive effects of stock options and warrants. In addition, the Companyanalyzes the potential dilutive effect of the outstanding participating securities under the "if-converted" method when calculating dilutedearnings per share, in which it is assumed that the outstanding participating securities convert into common stock at the beginning ofthe period. The Company reports the more dilutive of the approaches (two-class or "if-converted") as its diluted net income per shareduring the period. Due to net losses for the years ended December 31, 2011, 2012 and 2013, basic and diluted loss per share werethe same, as the effect of potentially dilutive securities would have been anti-dilutive.

Recent Accounting Pronouncements

In July 2013, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2013-11,"Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax CreditCarryforward Exists." This guidance provides financial statement presentation guidance on whether an unrecognized tax benefit mustbe presented as either a reduction to a deferred tax asset or separately as a liability. ASU No. 2013-11 will be effective for interim orannual periods beginning after December 15, 2013, which the Company will adopt as of January 1, 2014. The adoption of this guidanceis not expected to have a material impact on the Company's financial condition, results of operations or disclosures.

3. Property and Equipment

Property and equipment consisted of the following as of:

Depreciation expense for the years ended December 31, 2011, 2012 and 2013 was $683, $1,344 and $2,131, respectively.

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December 31,

2012 2013 Internally-developed software $ 4,175 $ 5,516 Computer hardware 1,398 2,082 Furniture and office equipment 748 774 Leasehold improvements 1,076 1,494

Total 7,397 9,866 Accumulated depreciation (2,526) (4,635)

Property and equipment, net $ 4,871 $ 5,231

Table of Contents

2U, Inc.

Notes to Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

4. Capitalized Content Development Costs

Capitalized content development costs consisted of the following as of:

The Company recorded amortization expense related to capitalized content development costs of $863, $1,495 and $2,157 forthe years ended December 31, 2011, 2012 and 2013, respectively.

As of December 31, 2013, the estimated future amortization expense for the capitalized content costs is as follows:

5. Commitments and Contingencies

Line of Credit

On April 5, 2012, the Company secured a revolving line of credit from a bank for an aggregate borrowing base not to exceed$10,000. The Company never borrowed under this line of credit. On December 31, 2013, the Company entered into a new creditagreement which replaced its prior line of credit with a new revolving line of credit for an aggregate borrowing base not to exceed$37,000. On January 21, 2014, the Company borrowed $5,000 under this line of credit and repaid this borrowing in full on February 18,2014. The availability of this credit line is subject to the Company's compliance with certain reporting and financial covenants. TheCompany is currently in compliance with all such covenants.

Legal Contingencies

From time to time, the Company may become involved in legal proceedings or other contingencies in the ordinary course of itsbusiness. The Company is not presently involved in any legal proceeding or other contingency that, if determined adversely to it, wouldindividually or in the aggregate have a material adverse effect on its business, operating results, financial condition or cash flows.Accordingly, the Company does not believe that there is a reasonable possibility that a material loss exceeding amounts alreadyrecognized may have been incurred as of the date of the balance sheets presented herein.

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December 31,

2012 2013 Capitalized content development costs $ 8,016 $ 11,816 Capitalized content development costs in process 1,383 1,961

Accumulated amortization (2,791) (4,873)

Capitalized content development costs, net $ 6,608 $ 8,904

2014 $ 2,303 2015 1,990 2016 1,501 2017 858 2018 291 Thereafter —

Table of Contents

2U, Inc.

Notes to Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

5. Commitments and Contingencies (Continued)

Program Marketing and Sales Commitments

When the Company enters into new program agreements with its clients, the Company commits to meet certain staffing andspending investment thresholds related to program marketing and sales activities. The Company believes it is currently in compliancewith all such commitments.

Operating Leases

The Company leases office facilities under non-cancelable operating leases in California, New York, Maryland, Missouri, NorthCarolina and Hong Kong. The Company also leases furniture and office equipment under non-cancelable leases. As of December 31,2013, the future minimum lease payments (net of aggregate expected sublease payments of $694) were as follows:

The future minimum lease payments due under non-cancelable operating lease arrangements contain fixed rent increases overthe term of the lease. Rent expense on these operating leases is recognized over the term of the lease on a straight-line basis. Theexcess of rent expense over future minimum lease payments due has been reported in other non-current liabilities in theaccompanying consolidated balance sheets. As of December 31, 2012 and 2013, the deferred rent liability related to these leasestotaled $469 and $516, respectively.

Total rent expense (net of sublease income of $109, $284 and $284) for the years ended December 31, 2011, 2012 and 2013was $1,205, $1,654 and $2,105, respectively.

6. Income Taxes

The components of loss before income taxes for the years ended December 31 were as follows:

F-18

2014 $ 2,513 2015 2,327 2016 2,395 2017 1,909 2018 1,242 Thereafter 739

Total future minimum lease payments $ 11,125

2011 2012 2013 Domestic $ (24,878) $ (23,113) $ (27,953)

Total loss before income taxes $ (24,878) $ (23,113) $ (27,953)

Table of Contents

2U, Inc.

Notes to Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

6. Income Taxes (Continued)

A reconciliation between the Company's statutory federal income tax rate and the effective tax rate for the years endedDecember 31, is as follows:

The significant components of the Company's deferred tax assets and liabilities as of December 31 are as follows:

At December 31, 2012 and 2013, the Company had federal net operating loss ("NOL") carryforwards of $63,186 and $86,077,respectively, which expire between 2029 and 2033. At December 31, 2012 and 2013, the Company had individual state net operatingloss carryforwards up to $51,245 and $73,124, respectively, which expire between 2021 and 2033. For financial reporting purposes, afull valuation allowance has been established to offset the net deferred tax assets. The total increase in the valuation allowance was$11,057 for the year ended December 31, 2013, as the Company has not generated taxable income since inception and does not havesufficient deferred tax liabilities to recover the deferred tax assets. The utilization of the loss carryforwards to reduce future incometaxes will depend on the Company's ability to generate

F-19

2011 2012 2013 U.S. statutory federal income tax rate 35.0% 35.0% 35.0%Increase (decrease) resulting from:

U.S. state income taxes, net of federal benefits 1.9 5.3 7.3 Non-deductible expenses (1.3) (2.1) (2.1)Change in valuation allowance (35.2) (38.1) (39.9)Other (0.4) (0.1) (0.3)

Effective tax rate 0.0% 0.0% 0.0%

2012 2013 Deferred tax assets:

Accrued expenses and other $ 686 $ 1,501 Rebate reserve 724 677 Deferred rent 165 211 Stock compensation 263 797 Net operating loss carryforwards 26,386 37,874 Valuation allowance (23,864) (34,921)

Total deferred tax assets $ 4,360 $ 6,139

Deferred tax liabilities: Prepaid expenses $ (187) $ (462)Capitalized content development costs (2,532) (3,841)Capitalized software development costs (961) (1,034)Property and equipment (680) (802)

Total deferred tax liabilities $ (4,360) $ (6,139)

Net deferred tax assets/liabilities $ — $ —

Table of Contents

2U, Inc.

Notes to Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

6. Income Taxes (Continued)

sufficient taxable income prior to the expiration of the NOL carryforwards. In addition, a certain portion of the above NOLs may besubject to Internal Revenue Code section 382 limitations, which may limit their future use. The Company has experienced a number oftransactions which could lead to a limitation of its NOLs under section 382 of the Internal Revenue Code. The Company intends tocomplete a study regarding this limitation in the next twelve months. It is reasonably possible that the results of the study will reducethe reported net operating losses and other deferred tax assets.

The Company has estimated its annual effective tax rate for the full fiscal years 2012 and 2013 and applied that rate to itsincome before income taxes in determining its provision for income taxes. The Company also recorded discrete items in eachrespective period as appropriate. The Company's consolidated effective tax rate for the years ended 2012 and 2013 was 0%.

The Company permanently reinvests cumulative undistributed earnings of its non-U.S. subsidiary in non-U.S. operations. U.S.federal income taxes have not been provided for in relation to undistributed earnings to the extent that they are permanently reinvestedin the Company's non-U.S. operations. It is not practical at this time to determine the income tax liability that would result uponrepatriation to the United States. As of December 31, 2012 and 2013, the undistributed earnings of the Company's foreign subsidiarywere immaterial.

The Company applies the provisions of ASC 740-10 to uncertain tax positions. ASC 740-10 clarifies accounting for incometaxes by prescribing a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized.If the probability for sustaining a tax position is greater than 50%, then the tax position is warranted and recognition should be at thehighest amount which would be expected to be realized upon settlement. The Company did not identify any tax positions that wouldbe required for inclusion in the financial statements. As of December 31, 2013, the Company had not made any changes to its taxpositions since December 31, 2012.

The Company recognizes interest and penalties related to uncertain tax position in income tax expense. As of December 31,2012 and 2013, the Company had no accrued interest or penalties related to tax contingencies.

The Company has analyzed its filing positions in all significant federal, state and foreign jurisdictions where it is required to fileincome tax returns, as well as open tax years in these jurisdictions. With few exceptions, the Company is no longer subject to U.S.federal, state and local tax examinations by tax authorities for the years prior to 2010, though the NOL carryforwards can be adjustedupon audit. No income tax returns are currently under examination by the taxing authorities.

F-20

Table of Contents

2U, Inc.

Notes to Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

7. Redeemable Convertible Preferred Stock

The following table summarizes the Company's issuances of redeemable convertible preferred stock:

Series A, Series B, Series C and Series D redeemable convertible preferred stock are collectively referred to as the "PreferredStock" and individually as the "Series A," "Series B," "Series C" and "Series D." Each of the purchase prices per share above isreferred to as the Original Issue Price, and excludes the cost of issuance. Any costs incurred in connection with the issuance of thevarious classes of Preferred Stock have been recorded as a reduction of the carrying amount of the Preferred Stock and were accretedthrough a charge to additional paid-in capital through December 31, 2013.

On February 7, 2011, the Company issued a convertible promissory note for $750, which was convertible at the option of theCompany. In connection with the issuance of Series C preferred stock in 2011, the Company converted the promissory note into104,776 shares of Series C preferred stock and issued the holder a warrant to purchase 48,896 shares of Series C preferred stock.

F-21

Issue Date Series

Purchase Price per

Share

Number of Shares

Conversion Price per Share

June 2009 Series A $ 1.27 10,033,976 $ 1.27 February 2010 Series B $ 4.46 5,057,901 $ 4.46 March 2011 Series C $ 7.34 4,429,601 $ 7.34 March 2012 Series D $ 7.81 3,339,902 $ 7.81 January 2013 Series D $ 7.81 639,828 $ 7.81

Table of Contents

2U, Inc.

Notes to Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

7. Redeemable Convertible Preferred Stock (Continued)

Summary of Activity

The following table presents a summary of activity for the Preferred Stock issued and outstanding for the years endedDecember 31, 2011, 2012 and 2013:

Redemption Rights

The Preferred Stock shares are redeemable at the election of the Preferred Stock holders. On April 3, 2012, the Companyamended its Amended and Restated Certificate of Incorporation to change the earliest possible Preferred Stock redemption date toany date after June 19, 2016, but within ninety days after the receipt of a written request from at least 75% of the holders of theoutstanding shares of the respective series of Preferred Stock. As of December 31, 2013, the redemption values of the Series A, B, C,and D Preferred Stock were $12,732, $22,564, $32,519 and $31,100, respectively.

F-22

Redeemable Convertible Preferred Stock

Series A Series B Series C Series D

TotalAmount

Balance, January 1, 2011 $ 11,966 $ 21,786 $ — $ — $ 33,752 Issuance of redeemable convertible

preferred stock net of issuance costs — — 31,510 — 31,510

Conversion of promissory note intoredeemable convertible preferredstock — — 769 — 769

Accretion of issuance costs onredeemable convertible preferredstock 139 141 35 — 315

Balance, December 31, 2011 12,105 21,927 32,314 — 66,346 Issuance of redeemable convertible

preferred stock net of issuance costs — — — 26,021 26,021

Accretion of issuance costs onredeemable convertible preferredstock 139 141 45 14 339

Balance, December 31, 2012 12,244 22,068 32,359 26,035 92,706 Issuance of redeemable convertible

preferred stock net of issuance costs — — — 4,994 4,994

Accretion of issuance costs onredeemable convertible preferredstock 140 142 46 19 347

Balance, December 31, 2013 $ 12,384 $ 22,210 $ 32,405 $ 31,048 $ 98,047

Table of Contents

2U, Inc.

Notes to Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

7. Redeemable Convertible Preferred Stock (Continued)

Conversion Rights

The Preferred Stock is convertible, at the option of the holder, into shares of common stock at a ratio equal to the Original IssuePrice for such series divided by the conversion price for such series. Each series is convertible on a one-for-one basis. The conversionprice for each series of Preferred Stock is subject to adjustment in the event of any stock dividend, stock split, combination of shares,reorganization, recapitalization, reclassification or similar event.

Additionally, each share of Preferred Stock will automatically convert into common stock, at the then-current conversion pricefor such series, upon the earliest to occur of (i) immediately prior to the closing of a public offering of shares of the Company'scommon stock resulting in a deemed total market valuation for the Company of $330,000, based on the public offering price, and whichresults in aggregate cash proceeds to the Company of not less than $50,000, or (ii) the date specified by vote or written consent of

(a) the holders of at least 66 2 / 3 % of the voting power of the outstanding shares of Series A Preferred Stock, voting together as aclass, (b) the holders of at least a majority of the voting power of the outstanding shares of Series B Preferred Stock, voting togetheras a class, (c) the holders of at least 60% of the voting power of the outstanding shares of Series C Preferred Stock, voting together asa class, and (d) the holders of at least 60% of the voting power of the outstanding shares of Series D Preferred Stock, voting togetheras a class.

Voting Rights

The holders of the Preferred Stock are entitled to the number of votes equal to the number of shares of common stock intowhich their shares of Preferred Stock are convertible. Certain transactions and actions require a minimum voting consent of the holdersof the shares of the outstanding Preferred Stock, as set forth in the Company's Amended and Restated Certificate of Incorporation.

The holders of the common stock have the right to one vote per share.

Dividend Rights

The holders of the Preferred Stock are entitled to receive dividends on a pari passu basis on each outstanding share of preferredstock (subject to adjustment in the event of any stock splits, stock dividends, reclassifications or similar events), payable inpreference and priority to any declaration or payment of any dividend on the common stock of the Company. As of December 31, 2012and 2013, the dividends are payable at the rate of (i) $0.101512 per share per year on each outstanding share of Series A PreferredStock; (ii) $0.356896 per share per year on each outstanding share of Series B Preferred Stock; (iii) $0.587307 per share per year oneach outstanding share of Series C Preferred Stock; and (iv) $0.625168 per share per year on each outstanding share of Series DPreferred Stock. The dividends are payable when and if declared by the board of directors and are noncumulative. No dividends havebeen declared on the Preferred Stock through December 31, 2013.

The holders of the common stock are entitled to receive dividends if and when declared by the Company, but not until alldividends on the Preferred Stock have been either paid or declared and the Company has set aside the funds to pay those dividendsdeclared.

F-23

Table of Contents

2U, Inc.

Notes to Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

7. Redeemable Convertible Preferred Stock (Continued)

Liquidation Rights

In the event of any liquidation, dissolution or winding up of the Company, whether voluntary or involuntary (each, a "LiquidationEvent"), the holders of Series B, Series C, and Series D are entitled to receive in preference to the holders of Series A an amount pershare equal to the respective Original lssue Price plus any declared and unpaid dividends.

If the assets of the Company are insufficient to make payment in full, the assets will be distributed ratably in proportion to thefull amounts to which the respective stockholders would otherwise be entitled. Thereafter, the holders of Series A shares are entitled toreceive an amount per share equal to the Series A Original lssue Price plus all declared and unpaid dividends.

After the payment of the full liquidation preferences of the preferred Stock as set forth above, the remaining assets of theCompany available for distribution in such Liquidation Event, if any, shall be distributed ratably to the holders of the Common Stock.

8. Common Stock Reserved for Future Issuance

As of December 31, 2013, the Company was authorized to issue 83,590,830 total shares of capital stock, consisting of60,000,000 shares of common stock and 23,590,830 shares of preferred stock. At December 31, 2013, the Company had reserved atotal of 29,528,374 of its authorized shares of common stock for future issuance as follows:

9. Warrants

As described in Note 7, in connection with the issuance and sale of the Series C preferred stock in 2011, the Companyconverted an outstanding promissory note into shares of Series C preferred stock and issued the holder a warrant to purchase 48,896shares of the Company's Series C redeemable convertible preferred stock with an exercise price of $7.16 per share. The warrant wasvalued at $20 on the date of grant. The fair value of the warrant was estimated to be de minimis at December 31, 2011 due to theremote probability of meeting the performance criteria for the warrant to vest. The warrant expired unexercised on January 31, 2012.

F-24

For conversion of Series A, Series B, Series C and Series D redeemableconvertible preferred stock 23,501,208

Outstanding stock options 5,883,885 Outstanding stock warrants 83,818 Possible future issuance under stock option plans 59,463

Total common shares reserved for future issuance 29,528,374

Table of Contents

2U, Inc.

Notes to Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

9. Warrants (Continued)

In connection with the line of credit secured in April 2012, the Company issued a warrant to purchase 12,797 shares of theCompany's Series D redeemable convertible preferred stock with an exercise price of $7.81 per share. The warrant was valued at $74on the date of grant and at $52 and $19 at December 31, 2012 and 2013, respectively. The warrant remained outstanding as ofDecember 31, 2013 and will expire in 2022.

In connection with the line of credit secured in December 2013, the Company issued a warrant to purchase 71,021 shares ofthe Company's Series D redeemable convertible preferred stock with an exercise price of $7.81 per share. The warrant was valued at$107 on the December 31, 2013 grant date. The warrant remained outstanding as of December 31, 2013 and will expire in 2023.

The inputs to the fair value model for the warrants are considered Level 3 inputs under ASC 820, Fair Value Measurements andDisclosures . The inputs and valuation techniques used to measure the fair value of the warrants are discussed in Note 2. All changesin the fair value of the warrants are recorded as a component of interest expense. The Company recorded reductions of interestexpense of $22 and $33 for the years ended December 31, 2012 and 2013, respectively, related to the fair value adjustment of thewarrants.

10. Stock-Based Compensation

The Company established the 2008 Stock lncentive Plan (the "Stock lncentive Plan") on October 28, 2008, pursuant to whichthe Company has authorized 6,980,000 shares of its common stock for issuance to its employees, directors and consultants as ofDecember 31, 2013. The Stock lncentive Plan permits the granting of incentive stock options, restrictive stock and deferred stock toeligible participants.

As of December 31, 2012, the Company had 817,125 shares allocated to the Stock lncentive Plan, but not yet issued. As ofDecember 31, 2013, the Company had 59,463 shares allocated to the Stock lncentive Plan, but not yet issued. The terms of stockoption grants under the Stock lncentive Plan, including the exercise price per share and vesting periods, are determined by theCompany's board of directors or the compensation committee thereof. Stock options are granted at exercise prices of not less thanthe estimated fair market value of the Company's common stock at the date of grant. Stock options are generally subject to service-based vesting conditions and vest at various times from the date of the grant, with most options vesting in tranches, generally over aperiod of four years. Certain stock options granted during the year ended December 31, 2012 are subject to both performance andservice-based vesting conditions, and all stock options granted during the year ended December 31, 2013 are subject to service-basedvesting conditions. Stock options generally expire ten years from the grant date.

F-25

Table of Contents

2U, Inc.

Notes to Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

10. Stock-Based Compensation (Continued)

Stock-based compensation expense related to stock options is included in the following line items in the accompanyingconsolidated statements of operations:

The Company values stock options using the Black-Scholes-Merton option pricing model, which requires the input of subjectiveassumptions, including the risk-free interest rate, expected life of the option, expected stock price volatility and dividend yield.Additionally, the recognition of expense requires estimation of the number of options that will ultimately vest and those that will beforfeited. The Company estimates the expected forfeitures of share-based awards at the grant date and recognizes the compensationcost only for those awards expected to vest.

The risk-free interest rate assumption is based upon observed interest rates for constant maturity U.S. Treasury securitiesconsistent with the expected term of the Company's employee stock options. The expected life represents the period of time the stockoptions are expected to be outstanding and is based on the "simplified method." Under the "simplified method," the expected life of anoption is presumed to be the mid-point between the vesting date and the end of the contractual term. The Company used the"simplified method" due to the lack of sufficient historical exercise data to provide a reasonable basis upon which to otherwiseestimate the expected life of the stock options. Expected volatility is based on historical volatilities for publicly traded stock ofcomparable companies over the estimated expected life of the stock options. The Company assumed no dividend yield becausedividends are not expected to be paid in the near future, which is consistent with the Company's history of not paying dividends.

The following table summarizes the assumptions used for estimating the fair value of the stock options granted:

F-26

Year EndedDecember 31,

2011 2012 2013 Servicing and support $ 91 $ 180 $ 364 Technology and content development 10 43 159 Program marketing and sales 156 162 178 General and administrative 582 1,010 1,725

$ 839 $ 1,395 $ 2,426

Year Ended December 31,

2011 2012 2013 Risk free interest rate 1.1% - 2.7% 0.8% - 1.1% 0.9% - 2.0% Expected term (years) 5.71 - 6.49 5.65 - 6.15 5.54 - 6.31 Expected volatility 54% - 57% 57% - 61% 55% - 58% Dividend yield 0% 0% 0% Weighted average grant date fair value per

share $1.76 $1.91 $4.58

Table of Contents

2U, Inc.

Notes to Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

10. Stock-Based Compensation (Continued)

The following is a summary of the option activity:

The total compensation cost related to the nonvested awards not yet recognized as of December 31, 2013 was $8,039 and willbe recognized over a weighted average period of approximately 3.0 years.

The aggregate intrinsic value of the employee options exercised during the years ended December 31, 2012 and 2013 was$1,647 and $1,802, respectively. No employee options were exercised during the year ended December 31, 2011.

In February 2014, the Company's stockholders approved the Company's 2014 Equity Incentive Plan (the "2014 Plan"). The 2014Plan provides for the grant of incentive stock options to the Company's employees and its parent and subsidiary corporations'employees, and for the grant of nonstatutory stock options, restricted stock awards, restricted stock unit awards, stock appreciationrights, performance stock awards and other forms of stock compensation to the Company's employees, including officers, consultantsand directors. The 2014 Plan also provides for the grant of performance cash awards to the Company's employees, consultants anddirectors.

F-27

Number of

Options

Weighted- Average Exercise Price per

Share

Weighted- Average

Remaining Contractual

Term (in years)

Aggregate Intrinsic

Value Outstanding balance at December 31, 2011 3,709,813 $ 1.32

Granted 2,259,251 3.58 Exercised (706,048) 0.88 Forfeited (380,319) 2.47 Expired (115,870) 3.08

Outstanding balance at December 31, 2012 4,766,827 2.32 7.72 $ 16,363

Granted 1,604,500 6.76 9.40 Exercised (290,604) 1.12 5.76 Forfeited (196,838) 3.99 Expired — —

Outstanding balance at December 31, 2013 5,883,885 3.53 7.45 36,884

Exercisable at December 31, 2012 2,139,808 1.01 6.08 10,134

Vested and expected to vest at December 31,2012 4,410,256 2.24 7.61 15,466

Exercisable at December 31, 2013 3,108,590 1.91 6.20 24,514

Vested and expected to vest at December 31,2013 5,689,741 3.47 7.40 36,018

Table of Contents

2U, Inc.

Notes to Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

10. Stock-Based Compensation (Continued)

A total of 2,800,000 shares of the Company's common stock are reserved for issuance pursuant to the 2014 Plan. In addition,the shares to be reserved for issuance under the 2014 Plan will include (a) those shares reserved but unissued under the StockIncentive Plan, and (b) shares returned to the Stock Incentive Plan as the result of expiration or termination of awards (provided thatthe maximum number of shares that may be added to the 2014 Plan pursuant to (a) and (b) is 5,943,348 shares). The number ofshares of the Company's common stock that may be issued under the 2014 Plan will automatically increase on January 1 of eachyear, for a period of ten years, from January 1, 2015 continuing through January 1, 2024, by 5% of the total number of shares of theCompany's common stock outstanding on December 31 of the preceding calendar year, or a lesser number of shares as may bedetermined by the Company's board of directors.

11. Net Loss Per Share

Diluted loss per share is the same as basic loss per share for all periods presented because the effects of potentially dilutiveitems were anti-dilutive given the Company's net loss. The following securities have been excluded from the calculation of weightedaverage common shares outstanding because the effect is anti-dilutive:

F-28

Year Ended December 31,

2011 2012 2013 Redeemable convertible preferred stock:

Series A 10,033,976 10,033,976 10,033,976 Series B 5,057,901 5,057,901 5,057,901 Series C 4,429,601 4,429,601 4,429,601 Series D — 3,339,902 3,979,730

Warrant to purchase Series C redeemableconvertible preferred stock 48,896 — —

Warrants to purchase Series D redeemableconvertible preferred stock — 12,797 83,818

Stock options 3,709,813 4,766,827 5,883,885

Table of Contents

2U, Inc.

Notes to Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

11. Net Loss Per Share (Continued)

Basic and diluted net loss per share attributable to common stockholders is calculated as follows:

Pro Forma Net Loss Per Share (unaudited)

The numerator and denominator used in computing pro forma net loss per share for the year ended December 31, 2013 hasbeen adjusted to assume (i) the conversion of all outstanding shares of redeemable convertible preferred stock to common stock as ofthe beginning of the period or at the time of issuance, if later, and (ii) the reclassification of the Series D warrant liability to additionalpaid-in capital as of the beginning of the period.

F-29

Year Ended December 31,

2011 2012 2013 Numerator:

Net loss attributable to commonstockholders $ (25,192) $ (23,452) $ (28,300)

Denominator: Weighted-average common shares

outstanding, basic and diluted 6,680,085 7,037,090 7,432,055

Net loss per share attributable to commonstockholders, basic and diluted $ (3.77) $ (3.33) $ (3.81)

Year Ended December 31,

2013 Numerator:

Net loss $ (27,953)Accretion of deferred preferred stock offering costs (347)Changes in the fair value of the warrant to purchase Series D redeemable convertible

preferred stock 33

Pro forma numerator for basic and diluted loss per share $ (28,267)

Denominator: Historical denominator for basic and diluted net loss per share weighted-average

shares 7,432,055 Plus: conversion of convertible preferred stock to common stock 23,453,748

Pro forma denominator for basic and diluted net loss per share attributable to commonstockholders 30,885,803

Pro forma basic and diluted net loss per share attributable to common stockholders $ (0.92)

Table of Contents

2U, Inc.

Notes to Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

12. Segment and Geographic Information

Operating segments are defined as components of an enterprise for which discrete financial information is available that isevaluated regularly by the chief operating decision maker ("CODM") for purposes of allocating resources and evaluating financialperformance. The Company's CODM reviews the financial information presented on a consolidated basis for purposes of allocatingresources and evaluating financial performance. As such, the Company's operations constitute a single operating segment and onereportable segment. The Company offers similar services to substantially all of its clients, which represent graduate programs to majoruniversities in the United States. The Company is also currently developing services to support undergraduate programs. Theseactivities represent less than 10% of the Company's revenues, expenses and identifiable assets and are therefore combined with theCompany's other operations for financial reporting purposes.

Substantially all assets were held and all revenue was generated in the United States during all periods presented. ThroughDecember 31, 2013, the Company provided services solely to universities located in the United States; however, two internationaluniversities were recently added to a pilot program supporting a consortium of universities offering online undergraduate courses totheir students for credit.

13. Retirement Plan

The Company has established a 401(k) plan for eligible employees to contribute up to 100% of their compensation, limited bythe IRS-imposed maximum contribution amount. The Company matches 33% of each employee's contribution up to 6% of theemployee's salary deferral. For the years ended December 31, 2011, 2012 and 2013, the Company made employer contributions of$212, $296 and $446, respectively.

14. Related Party Transactions

The Company subleases space to an entity related by virtue of common ownership by a major stockholder. The lease requiresthe subtenant to reimburse the Company for the allocated cost of the space subleased. For the years ended December 31, 2011,2012 and 2013, the Company recorded $16, $191 and $191, respectively, as rental income from this related entity.

The Company utilizes the marketing and event planning services of a company that is partially owned by one of the Company'sexecutives. The Company recorded $312, $373 and $845 for the years ended December 31, 2011, 2012 and 2013, respectively, for theexpenses incurred related to the services provided by this related party. No amounts were due to the related party or recorded inaccounts payable on the consolidated balance sheets as of December 31, 2012 and 2013.

As of December 31, 2012, the Company recorded a note receivable from one of its executives in the amount of $265. The notebore an interest rate of 2.18% and was due in full at the earliest of the employee's termination, a change in control of the Company, anIPO or October 2019. The note was secured by stock options to purchase an aggregate of 869,000 shares held by the executive. Thenote receivable was recorded as a related party receivable on the consolidated balance sheets. This note was repaid in full prior toDecember 31, 2013.

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Table of Contents

2U, Inc.

Notes to Consolidated Financial Statements (Continued)

(dollars in thousands, except per share amounts)

15. Summarized Quarterly Data (unaudited)

16. Subsequent Events

The Company has evaluated subsequent events that occurred after December 31, 2013 through February 21, 2014, the date onwhich the financial statements for the year ended December 31, 2013 were issued.

On January 21, 2014, the Company borrowed $5,000 under its $37,000 revolving line of credit. On February 18, 2014, theCompany repaid this borrowing in full.

On January 30, 2014, the Company's board of directors finalized the exercise prices of options to purchase an aggregate of45,000 shares of common stock under the Stock Incentive Plan at an exercise price of $9.50.

On March 6, 2014, the compensation committee of the Company's board of directors, acting under authority delegated from theboard of directors, approved option grants to employees and non-employees to purchase an aggregate of 1,134,482 shares of commonstock at an exercise price of $11.00 and restricted stock unit awards for an aggregate of 955,132 shares of common stock, in eachcase under the 2014 Plan.

F-31

Three Months Ended

March 31,2012

June 30,2012

Sept. 30,2012

Dec. 31,2012

March 31,2013

June 30,2013

Sept. 30,2013

Dec. 31,2013

(in thousands) Revenue $ 13,106 $ 13,369 $ 12,984 $ 16,420 $ 19,134 $ 18,691 $ 20,499 $ 24,803 Costs and

expenses: Servicing and

support 3,119 3,779 3,618 4,410 5,018 5,656 5,842 6,202 Technology and

contentdevelopment 1,834 1,812 2,079 2,574 3,235 4,596 5,113 6,528

Programmarketingand sales 10,298 11,370 12,823 10,899 11,770 13,695 15,412 13,226

General andadministrative 2,359 2,318 2,205 3,460 2,871 3,654 4,269 4,046

Total costsandexpenses 17,610 19,279 20,725 21,343 22,894 27,601 30,636 30,002

Loss fromoperations (4,504) (5,910) (7,741) (4,923) (3,760) (8,910) (10,137) (5,199)

Other income(expense): Interest

expense (1) (19) (35) (18) 8 5 (1) 15 Interest income 3 13 11 11 6 10 5 5

Total otherincome(expense) 2 (6) (24) (7) 14 15 4 20

Net loss $ (4,502)$ (5,916)$ (7,765)$ (4,930)$ (3,746)$ (8,895)$ (10,133)$ (5,179)

Table of Contents

9,175,000 shares

2U, Inc.

Common Stock

Goldman, Sachs & Co. Credit Suisse

Needham & Company Oppenheimer & Co.

Pacific Crest Securities

Through and including , 2014 (the 25th day after the date of this prospectus), all dealers effectingtransactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. Thisis in addition to a dealer's obligation to deliver a prospectus when acting as an underwriter and with respect to an unsoldallotment or subscription.

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PART II INFORMATION NOT REQUIRED IN PROSPECTUS

Item 13. Other Expenses of Issuance and Distribution.

The following table sets forth all costs and expenses, other than underwriting discounts and commissions, payable by us inconnection with the sale of the common stock being registered. All amounts shown are estimates except for the SEC registration feeand the Financial Industry Regulatory Authority, or FINRA, filing fee.

Item 14. Indemnification of Directors and Officers.

We are incorporated under the laws of the State of Delaware. Section 102 of the Delaware General Corporation Law permits acorporation to eliminate the personal liability of directors of a corporation to the corporation or its stockholders for monetary damagesfor a breach of fiduciary duty as a director, except where the director breached his duty of loyalty, failed to act in good faith, engagedin intentional misconduct or knowingly violated a law, authorized the payment of a dividend or approved a stock repurchase in violationof Delaware corporate law or obtained an improper personal benefit.

Section 145 of the Delaware General Corporation Law provides that a corporation has the power to indemnify a director, officer,employee or agent of the corporation and certain other persons serving at the request of the corporation in related capacities againstexpenses (including attorneys' fees), judgments, fines and amounts paid in settlements actually and reasonably incurred by theperson in connection with an action, suit or proceeding to which he is or is threatened to be made a party by reason of such position,if such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of thecorporation, and, in any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful, except that, inthe case of actions brought by or in the right of the corporation, no indemnification shall be made with respect to any claim, issue ormatter as to which such person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court ofChancery or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of thecase, such person is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or such other courtshall deem proper.

As permitted by the Delaware General Corporation Law, our amended and restated certificate of incorporation and bylaws willprovide that: (i) we are required to indemnify our directors to the fullest extent permitted by the Delaware General Corporation Law;(ii) we may, in our discretion, indemnify our officers, employees and agents as set forth in the Delaware General Corporation Law;(iii) we are required, upon satisfaction of certain conditions, to advance all expenses incurred by

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Amount to be Paid

SEC registration fee $ 17,668 FINRA filing fee 21,075 NASDAQ initial listing fee 150,000 Printing and engraving 275,000 Legal fees and expenses 1,300,000 Accounting fees and expenses 1,500,000 Transfer agent and registrar fees 15,000 Miscellaneous fees and expenses 221,257

Total $ 3,500,000

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our directors in connection with certain legal proceedings; (iv) the rights conferred in the bylaws are not exclusive; and (v) we areauthorized to enter into indemnification agreements with our directors, officers, employees and agents.

We have entered into agreements with our directors and some of our executive officers that require us to indemnify themagainst expenses, judgments, fines, settlements and other amounts that any such person becomes legally obligated to pay (includingwith respect to a derivative action) in connection with any proceeding, whether actual or threatened, to which such person may bemade a party by reason of the fact that such person is or was a director or officer of us or any of our affiliates, provided such personacted in good faith and in a manner such person reasonably believed to be in, or not opposed to, our best interests. Theindemnification agreements also set forth certain procedures that will apply in the event of a claim for indemnification thereunder. Atpresent, no litigation or proceeding is pending that involves any of our directors or officers regarding which indemnification is sought,nor are we aware of any threatened litigation that may result in claims for indemnification.

We maintain a directors' and officers' liability insurance policy. The policy insures directors and officers against unindemnifiedlosses arising from certain wrongful acts in their capacities as directors and officers and reimburses us for those losses for which wehave lawfully indemnified the directors and officers. The policy contains various exclusions.

In addition, the underwriting agreement filed as Exhibit 1.1 to this Registration Statement provides for indemnification by theunderwriters of us and our officers and directors for certain liabilities arising under the Securities Act, or otherwise. Our investor rightsagreement with certain investors also provides for cross-indemnification in connection with the registration of the our common stock onbehalf of such investors.

Item 15. Recent Sales of Unregistered Securities.

The following list sets forth information regarding all unregistered securities sold by us since January 1, 2011 through the dateof the prospectus that is a part of this registration statement (the "Prospectus").

1) From January 1, 2011 through the date of the Prospectus, we have granted options under our 2008 stock incentive planand 2014 equity incentive plan to purchase an aggregate of 6,537,233 shares of our common stock to employees,consultants and directors, having exercise prices ranging from $1.82 to $11.00 per share. Of these, options to purchasean aggregate of 1,022,831 shares have been cancelled without being exercised. During the period from January 1, 2011through the date of the Prospectus, an aggregate of 1,132,108 shares were issued upon the exercise of stock options,at exercise prices between $0.60 and $5.75 per share, for aggregate proceeds of $1,209,716.

2) In March 2013, we granted restricted stock units under our 2014 equity incentive plan that may be settled for anaggregate of 955,132 shares of our common stock.

3) In January 2013, we issued 5,000 shares of our common stock to a consultant for services rendered.

4) In March 2011, we issued an aggregate of 4,429,601 shares of our Series C Preferred Stock to 13 accredited investorsat a per share price of $7.34, for aggregate consideration of approximately $32.5 million.

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5) In March and April 2012, we issued an aggregate of 3,339,902 shares of our Series D Preferred Stock to 16 accreditedinvestors at a per share price of $7.81, for aggregate consideration of approximately $26.1 million.

6) In April 2012, in connection with a loan facility, we issued a warrant to purchase an aggregate of 12,797 shares of ourSeries D redeemable convertible preferred stock at an exercise price of $7.81 per share to one accredited investor.

7) In January 2013, we issued an aggregate of 639,828 shares of our Series D Preferred Stock to one accredited investor ata per share price of $7.81, for aggregate consideration of approximately $5.0 million.

8) In December 2013, in connection with a loan facility, we issued a warrant to purchase an aggregate of 71,021 shares ofour Series D redeemable convertible preferred stock at an exercise price of $7.81 per share to one accredited investor.

The offers, sales and issuances of the securities described in paragraphs (1) through (3) were exempt from registration underRule 701 promulgated under the Securities Act in that the transactions were under compensatory benefit plans and contracts relatingto compensation as provided under Rule 701. The recipients of such securities were our employees, directors or consultants andreceived the securities under our 2008 stock incentive plan or 2014 equity incentive plan. Appropriate legends were affixed to thesecurities issued in these transactions.

The offers, sales and issuances of the securities described in paragraphs (4) through (8) were exempt from registration underSection 4(a)(2) of the Securities Act and Regulation D promulgated under the Securities Act. The recipients represented to us thatthey acquired the securities for investment only and not with a view to or for sale in connection with any distribution thereof andappropriate legends were affixed to the securities issued in these transactions. The recipients represented to us that they wereaccredited investors as defined in Rule 501 promulgated under the Securities Act.

Item 16. Exhibits and Financial Statement Schedules.

(a) Exhibits

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Exhibit Number Description of Document

1.1 Form of Underwriting Agreement.

3.1* Amended and Restated Certificate of Incorporation, as amended to date and as currently ineffect.

3.2 Form of Amended and Restated Certificate of Incorporation to be effective upon completion ofthis offering.

3.3* Amended and Restated Bylaws as currently in effect.

3.4 Form of Amended and Restated Bylaws to be effective upon completion of this offering.

4.1 Reference is made to exhibits 3.1 through 3.4.

4.2 Specimen stock certificate evidencing shares of Common Stock.

5.1 Opinion of Cooley LLP as to legality.

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Exhibit Number Description of Document

10.1*# Services Agreement, by and between the Registrant and University of Southern California, onbehalf of the USC Rossier School of Education, dated as of October 29, 2008, as amendedto date.

10.2*# Master Services Agreement, by and between the Registrant and University of SouthernCalifornia, on behalf of the School of Social Work, dated as of April 12, 2010, and Addendadated as of April 12, 2010 and July 22, 2011.

10.2.1# Second Addendum to the Master Services Agreement, by and between the Registrant andUniversity of Southern California, on behalf of the School of Social Work, dated as of March14, 2014.

10.3* Lease Agreement, by and between the Registrant and MPLX-Landover Co LLC, dated as ofJune 20, 2008, as amended to date.

10.4*# Amended and Restated Revolving Credit Agreement, by and among the Registrant, ComericaBank as Administrative Agent and as a Lender, Issuing Lender and Swing Line Lender andSquare 1 Bank as a Lender, dated as of December 31, 2013.

10.5* Warrant to purchase shares of Series D Preferred Stock issued to Comerica Bank, datedApril 5, 2012.

10.6* Amended and Restated Investor Rights Agreement, dated as of March 27, 2012, by andamong the Registrant and certain of its stockholders.

10.7*+ Fourth Amended and Restated 2008 Stock Incentive Plan, as amended to date.

10.8*+ Form of Incentive Stock Option Agreement under 2008 Stock Incentive Plan.

10.9*+ Form of Non-Qualified Stock Option Agreement under 2008 Stock Incentive Plan.

10.10*+ 2013 Bonus Plan.

10.11*+ 2014 Equity Incentive Plan.

10.12*+ Form of Stock Option Agreement under 2014 Equity Incentive Plan.

10.13+ Form of Restricted Stock Unit Award Agreement under 2014 Equity Incentive Plan.

10.14+ Confidential Information, Invention Assignment, Work for Hire, Noncompete and No Solicit/NoHire Agreement, dated as of February 28, 2009, by and between the Registrant andChristopher J. Paucek.

10.15*+ Form of Indemnification Agreement with directors and executive officers.

10.16+ Confidential Information, Invention Assignment, Work for Hire, Noncompete and No Solicit/NoHire Agreement, dated as of February 28, 2009, by and between the Registrant and Robert L.Cohen.

10.17* Sublease, by and between the Registrant and Noodle Education, Inc., dated as of November16, 2011.

10.18* Warrant to purchase shares of Series D Preferred Stock issued to Comerica Bank, datedDecember 31, 2013.

10.19*+ Letter Agreement, by and between the Registrant and Christopher J. Paucek, dated as of

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October 22, 2013.

21.1* Subsidiaries of the Registrant.

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(b) Financial Statement Schedules

Schedule II — Valuation and Qualifying Accounts (in thousands)

Item 17. Undertakings.

The undersigned Registrant hereby undertakes to provide to the underwriters at the closing specified in the underwritingagreement, certificates in such denominations and registered in such names as required by the underwriters to permit prompt deliveryto each purchaser.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controllingpersons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of theSecurities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is,therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other

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Exhibit Number Description of Document

23.1 Consent of KPMG LLP, independent registered public accounting firm.

23.2 Consent of Cooley LLP (included in Exhibit 5.1).

24.1* Power of Attorney.

99.1* Consent of Director Nominee Sallie L. Krawcheck.

99.2* Consent of Director Nominee Earl Lewis.

* Previously filed.

+ Indicates management contract or compensatory plan.

# Portions of this exhibit, indicated by asterisks, have been omitted pursuant to a request for confidential treatmentand have been separately filed with the Securities and Exchange Commission.

Balance at Beginning of

Period

Additions Charged To

Expense/ Against Revenue Deductions

Balance at End of Period

Allowance for doubtful accounts: Year ended December 31, 2011 $ — $ — $ — $ — Year ended December 31, 2012 — — — — Year ended December 31, 2013 — 12 — 12

Balance at Beginning of

Period

Additions Charged To

Expense/ Against Revenue Deductions

Balance at End of Period

Income tax valuation allowance: Year ended December 31, 2011 $ 6,291 $ 8,781 $ — $ 15,072 Year ended December 31, 2012 15,072 8,792 — 23,864 Year ended December 31, 2013 23,864 11,057 — 34,921

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than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in thesuccessful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with thesecurities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controllingprecedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy asexpressed in the Securities Act and will be governed by the final adjudication of such issue.

The undersigned Registrant hereby undertakes that:

(1) For purposes of determining any liability under the Securities Act, the information omitted from the form of prospectusfiled as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by theRegistrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of thisRegistration Statement as of the time it was declared effective.

(2) For the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a formof prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and theoffering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

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SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly caused this Amendment No. 1 to RegistrationStatement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Landover, State of Maryland, on the

17 th day of March, 2014.

Pursuant to the requirements of the Securities Act, this Amendment No. 1 to Registration Statement has been signed by thefollowing persons in the capacities and on the dates indicated.

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2U, INC.

By: /s/ CHRISTOPHER J. PAUCEK

Christopher J. Paucek Chief Executive Officer

Signature Title Date

/s/ CHRISTOPHER J. PAUCEK

Christopher J. Paucek

Chief Executive Officer and Director(Principal Executive Officer)

March 17,2014

/s/ CATHERINE A. GRAHAM

Catherine A. Graham

Chief Financial Officer (PrincipalFinancial Officer and PrincipalAccounting Officer)

March 17,2014

*

Paul A. Maeder

Director and Chairman of the Board March 17,2014

*

Mark J. Chernis

Director March 17,2014

*

Timothy M. Haley

Director March 17,2014

*

John M. Larson

Director March 17,2014

*

Michael T. Moe

Director March 17,2014

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Signature Title Date

*

Robert M. Stavis

Director March 17, 2014

*By: /s/ CATHERINE A. GRAHAM

Catherine A. Graham Attorney-in-fact

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EXHIBIT INDEX

Exhibit Number Description of Document

1.1 Form of Underwriting Agreement.

3.1* Amended and Restated Certificate of Incorporation, as amended to date and as currently ineffect.

3.2 Form of Amended and Restated Certificate of Incorporation to be effective upon completion ofthis offering.

3.3* Amended and Restated Bylaws as currently in effect.

3.4 Form of Amended and Restated Bylaws to be effective upon completion of this offering.

4.1 Reference is made to exhibits 3.1 through 3.4.

4.2 Specimen stock certificate evidencing shares of Common Stock.

5.1 Opinion of Cooley LLP as to legality.

10.1*# Services Agreement, by and between the Registrant and University of Southern California, onbehalf of the USC Rossier School of Education, dated as of October 29, 2008, as amended todate.

10.2*# Master Services Agreement, by and between the Registrant and University of SouthernCalifornia, on behalf of School of the Social Work, dated as of April 12, 2010, and Addendadated as of April 12, 2010 and July 22, 2011.

10.2.1# Second Addendum to the Master Services Agreement, by and between the Registrant andUniversity of Southern California, on behalf of the School of Social Work, dated as of March 14,2014.

10.3* Lease Agreement, by and between the Registrant and MPLX-Landover Co LLC, dated as ofJune 20, 2008, as amended to date.

10.4*# Amended and Restated Revolving Credit Agreement, by and among the Registrant, ComericaBank as Administrative Agent and as a Lender, Issuing Lender and Swing Line Lender andSquare 1 Bank as a Lender, dated as of December 31, 2013.

10.5* Warrant to purchase shares of Series D Preferred Stock issued to Comerica Bank, datedApril 5, 2012.

10.6* Amended and Restated Investor Rights Agreement, dated as of March 27, 2012, by and amongthe Registrant and certain of its stockholders.

10.7*+ Fourth Amended and Restated 2008 Stock Incentive Plan, as amended to date.

10.8*+ Form of Incentive Stock Option Agreement under 2008 Stock Incentive Plan.

10.9*+ Form of Non-Qualified Stock Option Agreement under 2008 Stock Incentive Plan.

10.10*+ 2013 Bonus Plan.

10.11*+ 2014 Equity Incentive Plan.

*+

10.12 Form of Stock Option Agreement under 2014 Equity Incentive Plan.

10.13+ Form of Restricted Stock Unit Award Agreement under 2014 Equity Incentive Plan.

10.14+ Confidential Information, Invention Assignment, Work for Hire, Noncompete and No Solicit/NoHire Agreement, dated as of February 28, 2009, by and between the Registrant and ChristopherJ. Paucek.

10.15*+ Form of Indemnification Agreement with directors and executive officers.

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Exhibit Number Description of Document

10.16+ Confidential Information, Invention Assignment, Work for Hire, Noncompete and No Solicit/NoHire Agreement, dated as of February 28, 2009, by and between the Registrant and Robert L.Cohen.

10.17* Sublease, by and between the Registrant and Noodle Education, Inc., dated as of November16, 2011.

10.18* Warrant to purchase shares of Series D Preferred Stock issued to Comerica Bank, datedDecember 31, 2013.

10.19*+ Letter Agreement, by and between the Registrant and Christopher J. Paucek, dated as ofOctober 22, 2013.

21.1* Subsidiaries of the Registrant.

23.1 Consent of KPMG LLP, independent registered public accounting firm.

23.2 Consent of Cooley LLP (included in Exhibit 5.1).

24.1* Power of Attorney.

99.1* Consent of Director Nominee Sallie L. Krawcheck.

99.2* Consent of Director Nominee Earl Lewis.

* Previously filed.

+ Indicates management contract or compensatory plan.

# Portions of this exhibit, indicated by asterisks, have been omitted pursuant to a request for confidential treatmentand have been separately filed with the Securities and Exchange Commission.

Exhibit 1.12U, Inc.

Common Stock, par value $0.001 per share

Underwriting Agreement

[ · ], 2014

Goldman, Sachs & Co.200 West Street,New York, New York 10282 Credit Suisse Securities (USA) LLCEleven Madison Avenue,New York, N.Y. 10010 As representatives of the several Underwriters named in Schedule I hereto, Ladies and Gentlemen:

2U, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to theUnderwriters 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 [ · ] additionalshares 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 SellingStockholders is herein called the “Optional Shares”. The Firm Shares and the Optional Shares that the Underwriters elect to purchase pursuant toSection 2 hereof are herein collectively called the “Shares”.

1. (a) The Company represents and warrants to, and agrees with, each of the Underwriters that:

(i) A registration statement on Form S—1 (File No. 333-194079) (the “Initial Registration Statement”) in respectof the Shares has been filed with the Securities and Exchange Commission (the “Commission”); the Initial Registration Statement andany post-effective amendment thereto, each in the form heretofore delivered to you for each of the other Underwriters, have beendeclared effective by the Commission in such form; other than a registration statement, if any, increasing the size of the offering (a“Rule 462(b) Registration Statement”), filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended (the “Act”), whichbecame effective upon filing, no other document with respect to the Initial Registration Statement has heretofore been filed with theCommission other than any Issuer Free Writing Prospectus set forth on Schedule III(a) hereto; and no stop order suspending theeffectiveness of the Initial Registration Statement, any post-effective amendment thereto or the Rule 462(b) Registration Statement, ifany, has been issued and no proceeding for that purpose has been initiated or, to the Company’s knowledge, threatened by theCommission (any preliminary prospectus included in the Initial Registration Statement or filed with the Commission pursuant toRule 424(a) of the rules and regulations of the Commission under the Act is hereinafter called a “Preliminary Prospectus”; the variousparts of the Initial Registration Statement and the Rule 462(b) Registration Statement, if any, including all exhibits thereto and includingthe information contained in the form of final prospectus filed with the Commission pursuant to Rule 424(b) under the Act in accordancewith Section 5(a) hereof and deemed by virtue of Rule 430A under the Act to be part of the Initial Registration Statement at the time itwas declared effective, each as amended at the time such part of the Initial Registration Statement became effective or such part of theRule 462(b) Registration Statement, if any, became or hereafter becomes effective, are hereinafter collectively called the “RegistrationStatement”; the Preliminary Prospectus relating to the Shares that was included in the Registration Statement immediately prior to theApplicable Time (as defined in Section 1(a)(iii) hereof) is hereinafter called the “Pricing Prospectus”; such final prospectus, in the formfirst filed pursuant to Rule 424(b) under the Act, is hereinafter called the “Prospectus”; any “issuer free writing prospectus” as defined inRule 433 under the Act relating to the Shares is hereinafter called an “Issuer Free Writing Prospectus”; any oral or writtencommunication with potential investors undertaken in reliance on Section 5(d) of the Act is hereinafter called a“Section 5(d) Communication”; and any Section 5(d) Communication that is a written communication within the meaning of Rule 405under the Act is hereinafter called a “Section 5(d) Writing”;

(ii) No order preventing or suspending the use of any Preliminary Prospectus or any Issuer Free WritingProspectus has been issued by the Commission, and each Preliminary Prospectus, at the time of filing thereof, conformed in all materialrespects to the requirements of the Act and the rules and regulations of the Commission thereunder, and did not contain an untruestatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in thelight of the

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circumstances under which they were made, not misleading; provided , however , that this representation and warranty shall not applyto any statements or omissions made in reliance upon and in conformity with information furnished in writing to the Company by anUnderwriter through the Representatives expressly for use therein (the “Underwriter Information”) or information furnished in writing tothe Company by a Selling Stockholder expressly for use in the preparation of the answers therein to Items 7 and 11(m) of Form S-1(“Selling Stockholder Information”).

(iii) For the purposes of this Agreement, the “Applicable Time” is [ · ] (Eastern time) on the date of thisAgreement; the Pricing Prospectus, as supplemented by the information listed on Schedule III(c) hereto, taken together (collectively, the“Pricing Disclosure Package”), as of the Applicable Time, did not include any untrue statement of a material fact or omit to state anymaterial fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, notmisleading; and each Issuer Free Writing Prospectus listed on Schedule III(a) hereto does not conflict with the information contained inthe Registration Statement, the Pricing Prospectus or the Prospectus and each such Issuer Free Writing Prospectus, and eachSection 5(d) Writing listed on Schedule III(d) hereto, each as supplemented by and taken together with the Pricing Disclosure Package,as of the Applicable Time, did not include any untrue statement of a material fact or omit to state any material fact necessary in order tomake the statements therein, in the light of the circumstances under which they were made, not misleading; provided , however , that thisrepresentation and warranty shall not apply to statements or omissions made in an Issuer Free Writing Prospectus orSection 5(d) Writing in reliance upon and in conformity with Underwriter Information or Selling Stockholder Information;

(iv) No documents were filed with the Commission since the Commission’s close of business on the business

day immediately prior to the date of this Agreement and prior to the execution of this Agreement, except as set forth on Schedule III(b) hereto;

(v) The Registration Statement conforms, and the Prospectus and any further amendments or supplements to

the Registration Statement and the Prospectus will conform, in all material respects to the requirements of the Act and the rules andregulations of the Commission thereunder, and do not and will not, as of the applicable effective date as to each part of the RegistrationStatement and as of the applicable filing date as to the Prospectus and any amendment or supplement thereto, contain an untruestatement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein notmisleading; provided , however , that this representation and warranty shall not apply to any statements or omissions made in relianceupon and in conformity with Underwriter Information or Selling Stockholder Information;

(vi) Neither the Company nor any of its subsidiaries has sustained since the date of the latest audited financial

statements included in the Pricing Prospectus any material loss or interference with its business from fire, explosion, flood or other 3

calamity, whether or not covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwisethan as set forth or contemplated in the Pricing Disclosure Package or the Prospectus; and, since the respective dates as of whichinformation is given in the Registration Statement and the Pricing Disclosure Package, there has not been any change in the capital stockor long-term debt of the Company or any of its subsidiaries (other than as a result of the exercise of stock options or the award of stockoptions in the ordinary course of business pursuant to the Company’s stock plans that are described in the Pricing Disclosure Package)or any material adverse change, or any development involving a prospective material adverse change, in or affecting the general affairs,business, management, consolidated financial position, consolidated stockholders’ equity or consolidated results of operations orprospects of the Company and its subsidiaries, taken as a whole (a “Material Adverse Effect”), otherwise than as set forth orcontemplated in the Pricing Disclosure Package or the Prospectus;

(vii) Neither the Company nor its subsidiaries own any real property. The Company and its subsidiaries have

good and marketable title to all personal property owned by them (without considering Intellectual Property, which is covered byparagraph (xxiv) below), in each case free and clear of all liens, encumbrances and defects except such as are described in the PricingDisclosure Package or such as do not materially affect the value of such property and do not materially interfere with the use made andproposed to be made of such property by the Company and its subsidiaries; and any real property and buildings held under lease by theCompany and its subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material

and do not materially interfere with the use made and proposed to be made of such property and buildings by the Company and itssubsidiaries;

(viii) The Company has been duly incorporated and is validly existing as a corporation in good standing under the

laws of the State of Delaware, with the corporate power and authority to own its properties and conduct its business as described in thePricing Disclosure Package, and has been duly qualified as a foreign corporation for the transaction of business and is in good standingunder the laws of each other jurisdiction in which it owns or leases properties or conducts any business so as to require suchqualification, except where the failure to so qualify or be in good standing would not be reasonably expected, individually or in theaggregate, to have a Material Adverse Effect; and each subsidiary of the Company has been duly organized and is validly existing as anentity in good standing under the laws of its jurisdiction of organization, and each such subsidiary has been listed on an exhibit to theRegistration Statement;

(ix) The Company has an authorized capitalization as set forth in the Pricing Disclosure Package and all of the

issued shares of capital stock of the Company, including the Shares to be sold by the Selling Stockholders, have been duly authorizedand validly issued and are fully paid and non-assessable and conform to the description of the Stock contained in the Pricing DisclosurePackage and the Prospectus; and all of the issued shares of capital stock of each subsidiary of the Company have been duly authorizedand validly issued, are fully paid and non-assessable and are owned directly or indirectly by the Company, free and clear of all liens,encumbrances, equities or claims

4

except for liens, encumbrances, equities or claims on such shares made in connection with obligations disclosed or contemplated in thePricing Disclosure Package;

(x) The Shares to be issued and sold by the Company have been duly authorized and, when issued and

delivered against payment therefor as provided herein, will be validly issued and fully paid and non-assessable and will conform to thedescription of the Stock contained in the Pricing Disclosure Package and the Prospectus;

(xi) The issuance and sale of the Shares to be purchased by the Underwriters and the compliance by the

Company with this Agreement and the consummation of the transactions herein contemplated will not conflict with or result in a breachor violation of any of the terms or provisions of, or constitute a default under, (A) any indenture, mortgage, deed of trust, loanagreement, lease or other agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Companyor any of its subsidiaries is bound or to which any of the property or assets of the Company or any of its subsidiaries is subject, (B) thecertificate of incorporation (or certificate of organization, as the case may be) or by-laws of the Company or any of its subsidiaries, or(C) any statute or any order, rule or regulation of any court or governmental agency or body having jurisdiction over the Company orany of its subsidiaries or any of their properties, except, with respect to clauses (A) and (C), for such conflicts, breaches, violations ordefaults as would not be reasonably expected, individually or in the aggregate, to have a Material Adverse Effect; and no consent,approval, authorization, order, registration or qualification of or with any such court or governmental agency or body is required for theissuance and sale of the Shares or the consummation by the Company of the transactions contemplated by this Agreement, except forthe registration under the Act of the sale of the Shares, the registration of the Stock under the Securities Exchange Act of 1934, asamended (the “Exchange Act”), the approval by the Financial Industry Regulatory Authority, Inc. (“FINRA”) of the underwriting termsand arrangements, and such consents, approvals, authorizations, orders, registrations or qualifications as may be required under statesecurities or Blue Sky laws, the rules and regulations of FINRA or the NASDAQ Stock Market LLC (the “Exchange”) in connection withthe purchase and distribution of the Shares by the Underwriters;

(xii) Neither the Company nor any of its subsidiaries is (A) in violation of its certificate of incorporation (or

certificate of organization, as the case may be) or by-laws or (B) in default in the performance or observance of any material obligation,agreement, covenant or condition contained in any indenture, mortgage, deed of trust, loan agreement, lease or other agreement orinstrument to which it is a party or by which it or any of its properties may be bound except, in the case of clause (B), for such defaultsas would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect;

(xiii) The statements set forth in the Pricing Disclosure Package and the Prospectus under the caption

“Description of Capital Stock”, insofar as they purport to constitute a summary of the terms of the Stock, under the captions “Business—Education Laws and Regulations,” “Material U.S. Tax Considerations for Non-U.S. Holders of

5

Common Stock” and “Underwriting”, insofar as they purport to describe the provisions of the laws, regulations and documents referredto therein, and under the captions are accurate, complete and fair in all material respects;

(xiv) Other than as set forth in the Pricing Disclosure Package, there are no legal or governmental proceedings

pending to which the Company or any of its subsidiaries is a party or of which any property or assets of the Company or any of itssubsidiaries is the subject which, if determined adversely to the Company or any of its subsidiaries, would individually or in theaggregate reasonably be expected to have a Material Adverse Effect; and, to the Company’s knowledge, no such proceedings arethreatened or contemplated by governmental authorities or threatened by others;

(xv) The Company is not required and, after giving effect to the offering and sale of the Shares and the application

of the proceeds thereof, will not be required to register as an “investment company” as such term is defined in the Investment CompanyAct of 1940, as amended, and the rules and regulations of the Commission thereunder (the “Investment Company Act”);

(xvi) At the time of filing the Initial Registration Statement the Company was not, and the Company is not, an

“ineligible issuer,” as defined in Rule 405 under the Act; (xvii) KPMG LLP, who has certified certain financial statements of the Company and its subsidiaries, is an

independent registered public accounting firm with respect to the Company and its subsidiaries as required by the Public AccountingOversight Board and the Act and the rules and regulations of the Commission thereunder;

(xviii) The financial statements of the Company and its subsidiaries included in the Registration Statement, the

Pricing Disclosure Package and the Prospectus, together with the related schedules and notes, present fairly the financial position of theCompany and its subsidiaries at the dates indicated and the statement of operations, stockholders’ equity and cash flows of theCompany and its subsidiaries for the periods specified; the financial statements of the Company and its subsidiaries included in theRegistration Statement comply with the applicable requirements of the Act and have been prepared in conformity with U.S. generallyaccepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved except as disclosed therein;the supporting schedules included in the Registration Statement, if any, present fairly in accordance with GAAP the information requiredto be stated therein; the selected financial data and the summary financial information included in the Registration Statement, the PricingDisclosure Package and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent withthat of the audited financial statements included therein, except as disclosed therein. Except as included therein, no historical or proforma financial statements or supporting schedules are required to be included or incorporated by reference in the RegistrationStatement, the Pricing Disclosure Package or the Prospectus under the Act and the rules and regulations of the Commission thereunder;to the extent included in the Registration

6

Statement, the Pricing Disclosure Package and the Prospectus, the pro forma financial information and the related notes thereto includedtherein have been prepared in accordance with the applicable requirements of the Act and comply with Regulation G of the ExchangeAct, and Item 10 of Regulation S-K of the Act, to the extent applicable, and the assumptions underlying such pro forma financialinformation are reasonable and are set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus in allmaterial respects; all other financial and accounting-related information and data included in the Registration Statement, the PricingDisclosure Package and the Prospectus (including the information set forth in the Registration Statement, the Pricing Disclosure Packageand the Prospectus under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—KeyBusiness and Financial Performance Metrics”) has been derived from the accounting records of the Company and its subsidiaries andpresents fairly in all material respects the information shown thereby;

(xix) The Company and its directors and officers, in their capacities as such, have taken all necessary actions to

ensure that, upon the effectiveness of the Registration Statement, it will be in compliance with all provisions of the Sarbanes-Oxley Actof 2002 and the rules and regulations promulgated in connection therewith that will be applicable to the Company at such time;

(xx) The Company maintains a system of internal control over financial reporting (as such term is defined in

Rule 13a-15(f) under the Exchange Act) that complies with the requirements of the Exchange Act that are applicable to the Company andhas been designed by the Company’s principal executive officer and principal financial officer, or under their supervision, to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with GAAP. Except as set forth in the Pricing Disclosure Package and the Prospectus, the Company’s internal control overfinancial reporting is effective and the Company is not aware of any material weaknesses in its internal control over financial reporting (itbeing understood that this subsection shall not require the Company to comply with Section 404 of the Sarbanes-Oxley Act of 2002 as ofan earlier date than it would otherwise be required to so comply under applicable law);

(xxi) Since the date of the latest audited financial statements included in the Pricing Disclosure Package, there has

been no change in the Company’s internal control over financial reporting that has materially and adversely affected, or is reasonablylikely to materially and adversely affect, the Company’s internal control over financial reporting;

(xxii) The Company maintains disclosure controls and procedures (as such term is defined in Rule 13a-15(e) underthe Exchange Act) that comply with the requirements of the Exchange Act; such disclosure controls and procedures have been designedto ensure that material information relating to the Company and its subsidiaries is made known to the Company’s principal executiveofficer and principal financial officer by others within those entities; and such disclosure controls and procedures are effective;

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(xxiii) This Agreement has been duly authorized, executed and delivered by the Company; (xxiv) Except as set forth in the Pricing Disclosure Package and the Prospectus, the Company and its subsidiaries

own or have the right to use pursuant to license, sublicense, agreement or permission, or can acquire on reasonable terms adequaterights to, the patents, trademarks, service marks, patent applications, trade names, copyrights, trade secrets, domain names, information,know-how, proprietary rights and processes (collectively, “Intellectual Property”) necessary for the conduct of their respectivebusinesses as described in the Pricing Disclosure Package and the Prospectus and, to the Company’s knowledge, necessary inconnection with the products and services under development, without any known conflict with or infringement of the intellectualproperty rights of others, and have taken all reasonable steps necessary to secure interests in such Intellectual Property and have takenall reasonable steps necessary to secure assignment of such Intellectual Property from its employees and contractors; except as set forthin the Pricing Disclosure Package and the Prospectus, to the Company’s knowledge, there has not been any infringement by any thirdparty of any Intellectual Property or other similar rights of the Company or any of its subsidiaries; except as set forth in the PricingDisclosure Package and the Prospectus, there are no outstanding options, licenses or agreements of any kind relating to the IntellectualProperty of the Company that are required to be set forth in the Pricing Disclosure Package and the Prospectus; except as set forth in thePricing Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries is a party to or bound by any options,licenses or agreements with respect to the Intellectual Property of any other person or entity that are required to be set forth in thePricing Prospectus and the Prospectus; none of the technology employed by the Company has been obtained or is being used by theCompany or its subsidiaries in violation of any contractual obligation binding on the Company or any of its subsidiaries or, to theCompany’s knowledge, any of its directors or executive officers or any of its employees or otherwise in violation of the rights of anypersons; except as disclosed in the Pricing Disclosure Package and the Prospectus, neither the Company nor any of its subsidiaries hasreceived any communications alleging that the Company or any of its subsidiaries has violated, infringed or conflicted with, or, byconducting its business as set forth in the Pricing Disclosure Package and the Prospectus, would violate, infringe or conflict with any ofthe Intellectual Property of any other person or entity other than any such violations, infringements or conflicts which, individually or inthe aggregate, have not had, and are not reasonably likely to result in, a Material Adverse Effect; and the Company and its subsidiarieshave taken and will maintain reasonable measures to prevent the unauthorized dissemination or publication of their confidentialinformation and, to the extent contractually required to do so, the confidential information of third parties in their possession;

(xxv) The Company and its subsidiaries have (A) paid all federal, state, local and foreign taxes required to be paid

through the date hereof, except any such taxes being contested in good faith and for which adequate reserves have been established bythe Company or such subsidiary, as appropriate, in accordance with GAAP, and (B) filed all tax returns required to be filed through thedate hereof except for those returns for

8

which a request for extension has been filed; and there is no tax deficiency that has been, or could reasonably be expected to be,asserted against the Company or any of its subsidiaries or any of their respective properties or assets except where such deficiencies,individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect;

(xxvi) The Company and its subsidiaries possess all licenses, certificates, permits and other authorizations issued

by, and have made all declarations and filings with, the appropriate federal, state, local or foreign governmental or regulatory authoritiesthat are necessary for the ownership or lease of their respective properties or the conduct of their respective businesses as described inthe Pricing Disclosure Package and the Prospectus, except where the failure to so possess or to have made such declarations or filing,individually or in the aggregate would not reasonably be expected to result in a Material Adverse Effect; and neither the Company norany of its subsidiaries has received notice of any revocation or modification of any such license, certificate, permit or authorization orhas any reason to believe that any such license, certificate, permit or authorization will not be renewed in the ordinary course exceptwhere such revocation or modification, individually or in the aggregate, would not reasonably be expected to have a Material AdverseEffect;

(xxvii) No labor disturbance by or dispute with employees of the Company or any of its subsidiaries exists or, to the

Company’s knowledge, is contemplated or threatened, and the Company is not aware of any existing or imminent labor disturbance by,or dispute with, the employees of any of the Company’s or any of its subsidiaries’ principal suppliers, manufacturers, contractors orcustomers, except as would not reasonably be expected to have a Material Adverse Effect. Neither the Company nor any of its

subsidiaries has received any notice of cancellation or termination with respect to any collective bargaining agreement to which it is aparty;

(xxviii) (A) Each employee benefit plan, within the meaning of Section 3(3) of the Employee Retirement Income

Security Act of 1974, as amended (“ERISA”), for which the Company or any member of its “Controlled Group” (defined as anyorganization which is a member of a controlled group of corporations within the meaning of Section 414 of the Internal Revenue Code of1986, as amended (the “Code”)) would have any liability (each, a “Plan”) has been maintained in compliance with its terms and therequirements of any applicable statutes, orders, rules and regulations, including but not limited to, ERISA and the Code, except fornoncompliance that would not reasonably be expected to result in material liability to the Company or its subsidiaries; (B) no prohibitedtransaction, within the meaning of Section 406 of ERISA or Section 4975 of the Code, excluding transactions effected pursuant to astatutory or administrative exemption, has occurred with respect to any Plan that could reasonably be expected to result in a materialliability to the Company or its subsidiaries; (C) neither the Company nor any member of its Controlled Group have ever maintained orcontributed to or participated in a Plan that is subject to the funding rules of Section 412 of the Code or Section 302 of ERISA) or a“multiemployer plan” within the meaning of Section 4001(a)(3) of ERISA; and (D) there is no pending audit or investigation by theInternal Revenue Service, the U.S. Department of Labor or any other governmental

9

agency or any foreign regulatory agency with respect to any Plan that could reasonably be expected to result in material liability to theCompany or its subsidiaries;

(xxix) (A) The Company and its subsidiaries (1) are in compliance with any and all applicable federal, state, local and

foreign laws, rules, regulations, requirements, decisions, orders and other legally enforceable requirements relating to the protection ofhuman health or safety, the environment, natural resources, hazardous or toxic substances or wastes, pollutants or contaminants(collectively, “Environmental Laws”), (2) have received and are in compliance with all permits, licenses, certificates or otherauthorizations or approvals required of them under applicable Environmental Laws to conduct their respective businesses, and (3) havenot received notice of any actual or potential liability (including, without limitation, such liability of a third party that could reasonably beexpected to adversely affect the Company or any of its subsidiaries) under or relating to any Environmental Laws, including for theinvestigation or remediation of any disposal or release of hazardous or toxic substances or wastes, pollutants or contaminants, and haveno knowledge of any event or condition that would reasonably be expected to result in any such notice, (B) there are no costs orliabilities associated with Environmental Laws of or relating to the Company or its subsidiaries, except in the case of each of (A) and(B) above, for any such failure to comply, or failure to receive required permits, licenses or approvals, or receipt of notice or cost orliability, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (C) except asdescribed in the Pricing Disclosure Package and the Prospectus, (1) there are no proceedings that are pending, or that are known to becontemplated, against the Company or any of its subsidiaries under any Environmental Laws in which a governmental entity is also aparty, other than such proceedings regarding which the Company reasonably believes no monetary sanctions of $100,000 or more will beimposed, (2) the Company and its subsidiaries are not aware of any issues regarding compliance with Environmental Laws, or liabilitiesor other obligations under Environmental Laws or concerning hazardous or toxic substances or wastes, pollutants or contaminants, thatcould reasonably be expected to have a Material Adverse Effect, and (3) none of the Company and its subsidiaries anticipates materialcapital expenditures relating to any Environmental Laws;

(xxx) Except as would not reasonably be expected to have a Material Adverse Effect, neither the Company nor any

of the subsidiaries has violated (A) any federal, state or local law or foreign law relating to discrimination in hiring, promotion or pay ofemployees, (B) any applicable wage or hour laws or (C) any provision of ERISA or the rules and regulations thereunder;

(xxxi) The Company and its subsidiaries have insurance covering their respective properties, operations, personnel

and businesses, including business interruption insurance, which insurance is in amounts and insures against such losses and risks asare adequate to protect the Company and its subsidiaries and their respective businesses and is ordinary and customary for comparablecompanies in the same or similar businesses; and neither the Company nor any of its subsidiaries has (A) received notice from anyinsurer or agent of such insurer that capital improvements or other expenditures are required or necessary to be made in order tocontinue such insurance or

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(B) any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtainsimilar coverage at reasonable cost from similar insurers as may be necessary to continue its business;

(xxxii) None of the Company, any of its subsidiaries nor, to the knowledge of the Company, any director, officer,

agent, employee or other person associated with or acting on behalf of the Company or any of its subsidiaries has (i) used any corporatefunds for any unlawful contribution, gift, entertainment or other unlawful expense relating to political activity; (ii) made any direct or

indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; (iii) violated or is inviolation of any provision of the Foreign Corrupt Practices Act of 1977; (iv) violated or is in violation of any provision of the Bribery Act2010 of the United Kingdom; or (v) made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment;

(xxxiii) The operations of the Company and its subsidiaries are and have been conducted at all times in compliance

with applicable financial recordkeeping and reporting requirements of the Currency and Foreign Transactions Reporting Act of 1970, asamended, the money laundering statutes of all jurisdictions, the rules and regulations thereunder and any related or similar rules,regulations or guidelines, issued, administered or enforced by any governmental agency having jurisdiction over the Company or any ofits subsidiaries (collectively, the “Money Laundering Laws”) and no action, suit or proceeding by or before any court or governmentalagency, authority or body or any arbitrator involving the Company or any of its subsidiaries with respect to the Money LaunderingLaws is pending or, to the knowledge of the Company, threatened;

(xxxiv) None of the Company, any of its subsidiaries or, to the knowledge of the Company, any director, officer,

agent, employee or affiliate of the Company or any of its subsidiaries is currently the subject or the target of any sanctions administeredor enforced by the U.S. Government, including, without limitation, the Office of Foreign Assets Control of the U.S. Department of theTreasury (“OFAC”), or other relevant sanctions authority (collectively, “Sanctions”), and the Company will not directly or indirectly usethe proceeds of the offering of the Shares hereunder, or lend, contribute or otherwise make available such proceeds to any subsidiary,joint venture partner or other person or entity (i) to fund any activities of or business with any person, or in any country or territory,that, at the time of such funding, is the subject of Sanctions or (ii) in any other manner that will result in a violation by any person(including any person participating in the transaction, whether as underwriter, advisor, investor or otherwise) of Sanctions;

(xxxv) Nothing has come to the attention of the Company that has caused the Company to believe that the

statistical and market-related data included in the Pricing Prospectus and the Prospectus is not based on or derived from sources that arereliable and accurate in all material respects, and the Company has obtained the written consent to the use of such data from suchsources to the extent required by any statute or any order, rule or regulation of any court or governmental agency or body having anyjurisdiction over the Company or any of its subsidiaries or any of their properties, or any

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agreement or instrument to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries isbound or to which any of the property or assets of the Company or any of its subsidiaries is subject;

(xxxvi) There are no persons with registration rights or other similar rights to have any equity or debt securities

registered for sale under the Registration Statement or included in the offering contemplated by this Agreement, except for such rights asmay be described in the Pricing Disclosure Package and the Prospectus. The holders of outstanding shares of the Company’s capitalstock are not entitled to preemptive or other rights to subscribe for the Shares that have not been complied with or otherwise effectivelywaived;

(xxxvii) The Company’s board of directors meets the independence requirements of, and has established an audit

committee and a compensation committee, in each case, that meets the independence requirements of, the rules and regulations of theCommission and the Exchange;

(xxxviii) The Company has operated its business in a manner compliant in all material respects with all privacy,

data security and data protection laws and regulations, all contractual obligations and all Company policies applicable to the Company’scollection, handling, usage, disclosure and storage of all personally identifiable data (“Personal Data”), along with all other data,including without limitation, IP addresses, mobile device identifiers and website usage activity data (“Device and Activity Data”). Inaddition, in collecting, handling, using, disclosing and/or storing Device and Activity Data, the Company complies in all materialrespects with all applicable industry guidelines and codes of conduct. The Company has implemented and maintains policies andprocedures designed to ensure the integrity, security and confidentiality of all Personal Data and all Device and Activity Data collected,handled used, disclosed and/or stored in connection with the Company’s operation of its business. The Company complies in allmaterial respects with, has policies and procedures in place designed to ensure privacy, data security and data protection laws arecomplied with and takes appropriate steps which are reasonably designed to assure compliance in all material respects with such policiesand procedures. Such policies and procedures comply in all material respects with all laws and regulations applicable to the Company aswell as all contractual obligations applicable to Company. The Company has required and does require all third parties to which itprovides any Personal Data or Device and Activity Data to maintain the privacy and security of such Personal Data or Device andActivity Data, as applicable, including by contractually requiring such third parties to protect such Personal Data or Device and ActivityData, as applicable from unauthorized access by and/or disclosure to any unauthorized third parties. The Company has not experiencedany security incident that has compromised the privacy and/or security of any Personal Data;

(xxxix) The Company has not and, to its knowledge, no one acting on its behalf has, (A) taken and will not take,

directly or indirectly, any action which is designed to or which has constituted or which would reasonably be expected to cause or result

in stabilization or manipulation of the price of any security of the Company or any

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of its subsidiaries to facilitate the sale or resale of the Shares, (B) sold, bid for, purchased, or paid anyone any compensation forsoliciting purchases of, the Shares, or (C) paid or agreed to pay to any person any compensation for soliciting another to purchase anyother securities of the Company other than as contemplated in this Agreement;

(xl) Since the date as of which information is given in the Pricing Prospectus, and except as may otherwise be

disclosed in the Pricing Disclosure Package, the Company has not (A) issued or granted any securities, other than pursuant to employeebenefit plans, stock option plans or other employee compensation plans disclosed in the Pricing Prospectus or pursuant to outstandingoptions, rights or warrants, (B) incurred any material liability or obligation, direct or contingent, other than liabilities and obligations thatwere incurred in the ordinary course of business, (C) entered into any material transaction not in the ordinary course of business or(D) declared or paid any dividends on its capital stock;

(xli) Except as described in the Pricing Disclosure Package and the Prospectus, there are no contracts, agreements

or understandings between the Company and any person that would give rise to a valid claim against the Company or any Underwriterfor a brokerage commission, finder’s fee or other like payment in connection with this offering; and

(xlii) From the time of initial confidential submission of the draft Registration Statement to the Commission (or, if

earlier, the first date on which a Section 5(d) Communication was made) through the date hereof, the Company has been and is an“emerging growth company,” as defined in Section 2(a)(19) of the Act (an “Emerging Growth Company”).

(b) Each of the Selling Stockholders severally represents and warrants to, and agrees with, each of the Underwriters and

the Company that:

(i) All consents, approvals, authorizations and orders necessary for the execution and delivery by such SellingStockholder of this Agreement and the Power of Attorney and the Custody Agreement hereinafter referred to, and for the sale anddelivery of the Shares to be sold by such Selling Stockholder hereunder, have been obtained; and

13

such Selling Stockholder has full right, power and authority to enter into this Agreement, the Power of Attorney and the CustodyAgreement and to sell, assign, transfer and deliver the Shares to be sold by such Selling Stockholder hereunder;

(ii) The sale of the Shares to be sold by such Selling Stockholder hereunder and the compliance by such Selling

Stockholder with this Agreement, the Power of Attorney and the Custody Agreement and the consummation of the transactions hereinand therein contemplated will not conflict with or result in a breach or violation of any of the terms or provisions of, or constitute adefault under, any statute, indenture, mortgage, deed of trust, loan agreement, lease or other agreement or instrument to which suchSelling Stockholder is a party or by which such Selling Stockholder is bound or to which any of the property or assets of such SellingStockholder is subject, nor will such action result in any violation of the provisions of the Certificate of Incorporation or By-laws of suchSelling Stockholder if such Selling Stockholder is a corporation, the Partnership Agreement of such Selling Stockholder if such SellingStockholder is a partnership or any statute or any order, rule or regulation of any court or governmental agency or body havingjurisdiction over such Selling Stockholder or any of its subsidiaries or any property or assets of such Selling Stockholder; and noconsent, approval, authorization, order, registration or qualification of or with any such court or governmental body or agency isrequired for the performance by such Selling Stockholder of its obligations under this Agreement, the Power of Attorney and theCustody Agreement and the consummation by such Selling Stockholder of the transactions contemplated by this Agreement, the Powerof Attorney and the Custody Agreement in connection with the Shares to be sold by such Selling Stockholder hereunder, except theregistration under the Act of the Shares, the approval by FINRA of the underwriting terms and arrangements and such consents,approvals, authorizations, orders, registrations or qualifications as may be required under state securities or Blue Sky laws in connectionwith the purchase and distribution of the Shares by the Underwriters;

(iii) Such Selling Stockholder has, and immediately prior to each Time of Delivery (as defined in Section 4 hereof)

such Selling Stockholder will have, good and valid title to the Shares to be sold by such Selling Stockholder hereunder at such Time ofDelivery, free and clear of all liens, encumbrances, equities or claims; and, upon delivery of such Shares and payment therefor pursuanthereto, good and valid title to such Shares, free and clear of all liens, encumbrances, equities or claims, will pass to the severalUnderwriters;

(iv) On or prior to the date of the Pricing Prospectus, such Selling Stockholder has executed and delivered to the

Underwriters a Lock-Up Agreement substantially in the form of Annex II hereto; (v) Such Selling Stockholder has not taken and will not take, directly or indirectly, any action that is designed to

or that has constituted or might reasonably be expected to cause or result in stabilization or manipulation of the price of any security ofthe Company to facilitate the sale or resale of the Shares;

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(vi) To the extent that any statements or omissions made in the Registration Statement, any Preliminary

Prospectus, the Prospectus or any amendment or supplement thereto are made in reliance upon and in conformity with writteninformation furnished to the Company by such Selling Stockholder expressly for use therein, such Registration Statement andPreliminary Prospectus did, and the Prospectus and any further amendments or supplements to the Registration Statement and theProspectus will, when they become effective or are filed with the Commission, as the case may be, conform in all material respects to therequirements of the Act and the rules and regulations of the Commission thereunder and not contain any untrue statement of a materialfact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading;

(vii) In order to document the Underwriters’ compliance with the reporting and withholding provisions of the Tax

Equity and Fiscal Responsibility Act of 1982 with respect to the transactions herein contemplated, such Selling Stockholder will deliverto you prior to or at the First Time of Delivery a properly completed and executed United States Treasury Department Form W-9 (or otherapplicable form or statement specified by Treasury Department regulations in lieu thereof);

(viii) Certificates in negotiable form representing all of the Shares to be sold by such Selling Stockholder

hereunder have been placed in custody under a Custody Agreement, in the form heretofore furnished to you (the “CustodyAgreement”), duly executed and delivered by such Selling Stockholder to the Company, as custodian (the “Custodian”), and suchSelling Stockholder has duly executed and delivered a Power of Attorney, in the form heretofore furnished to you (the “Power ofAttorney”), appointing the persons indicated in Schedule II hereto, and each of them, as such Selling Stockholder’s attorneys-in-fact(the “Attorneys-in-Fact”) with authority to execute and deliver this Agreement on behalf of such Selling Stockholder, to determine thepurchase price to be paid by the Underwriters to the Selling Stockholders as provided in Section 2 hereof, to authorize the delivery of theShares to be sold by such Selling Stockholder hereunder and otherwise to act on behalf of such Selling Stockholder in connection withthe transactions contemplated by this Agreement and the Custody Agreement;

(ix) The Shares represented by the certificates held in custody for such Selling Stockholder under the Custody

Agreement are subject to the interests of the Underwriters hereunder; the arrangements made by such Selling Stockholder for suchcustody, and the appointment by such Selling Stockholder of the Attorneys-in-Fact by the Power of Attorney, are to that extentirrevocable; the obligations of the Selling Stockholders hereunder shall not be terminated by operation of law, whether by the death orincapacity of any individual Selling Stockholder or, in the case of an estate or trust, by the death or incapacity of any executor or trusteeor the termination of such estate or trust, or in the case of a partnership or corporation, by the dissolution of such partnership orcorporation, or by the occurrence of any other event; if any individual Selling Stockholder or any such executor or trustee should die orbecome incapacitated, or if any such estate or trust should be terminated, or if any such partnership or corporation should be dissolved,or if any other such event should occur, before the delivery of the Shares to be sold by such Selling Stockholder hereunder, certificatesrepresenting the Shares to be

15

sold by such Selling Stockholder hereunder shall be delivered by or on behalf of the Selling Stockholders in accordance with the termsand conditions of this Agreement and of the Custody Agreements; and actions taken by the Attorneys-in-Fact pursuant to the Powersof Attorney shall be as valid as if such death, incapacity, termination, dissolution or other event had not occurred, regardless of whetheror not the Custodian, the Attorneys-in-Fact, or any of them, shall have received notice of such death, incapacity, termination,dissolution or other event; and

(x) Such Selling Stockholder is not prompted by any material non-public information concerning the Company or

any of its subsidiaries that is not disclosed in the Pricing Disclosure Package to sell its Shares pursuant to this Agreement.

2. Subject to the terms and conditions herein set forth, (a) the Company and each of the Selling Stockholders agree, severally andnot jointly, to sell to each of the Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and

each of the Selling Stockholders, at a purchase price per share of $[ · ], the number of Firm Shares (to be adjusted by you so as to eliminatefractional shares) determined by multiplying the aggregate number of Firm Shares to be sold by the Company and each of the SellingStockholders as set forth opposite their respective names in Schedule II hereto by a fraction, the numerator of which is the aggregate number ofFirm Shares to be purchased by such Underwriter as set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of

which is the aggregate number of Firm Shares to be purchased by all of the Underwriters from the Company and all of the Selling Stockholdershereunder and (b) in the event and to the extent that the Underwriters shall exercise the election to purchase Optional Shares as provided below,the Company and the Selling Stockholders, as and to the extent indicated in Schedule II hereto agree, severally and not jointly, to sell to each ofthe Underwriters, and each of the Underwriters agrees, severally and not jointly, to purchase from the Company and each of the SellingStockholders, at the purchase price per share set forth in clause (a) of this Section 2, that portion of the number of Optional Shares as to whichsuch election shall have been exercised (to be adjusted by you so as to eliminate fractional shares) determined by multiplying such number ofOptional Shares by a fraction, the numerator of which is the maximum number of Optional Shares which such Underwriter is entitled to purchaseas set forth opposite the name of such Underwriter in Schedule I hereto and the denominator of which is the maximum number of Optional Sharesthat all of the Underwriters are entitled to purchase hereunder.

The Company and the Selling Stockholders, as and to the extent indicated in Schedule II hereto, hereby grant, severally and not jointly,

to the Underwriters the right to purchase at their election up to [ · ] Optional Shares, at the purchase price per share set forth in the paragraphabove, for the sole purpose of covering sales of shares in excess of the number of Firm Shares, provided that the purchase price per OptionalShare shall be reduced by an amount per share equal to any dividends or distributions declared by the Company and payable on the Firm Sharesbut not payable on the Optional Shares. Any such election to purchase Optional Shares shall be made initially with respect to the OptionalShares to be sold by the Selling Stockholders and then with respect to the Optional Shares to be sold by the Company. Any such election topurchase Optional Shares may be exercised only by written notice from you to the Company and the Attorneys-in-Fact, given within a period of30 calendar days after the date of this Agreement and setting forth the aggregate number of Optional Shares to be purchased and the date onwhich

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such Optional Shares are to be delivered, as determined by you but in no event earlier than the First Time of Delivery (as defined in Section 4hereof) or, unless you and the Company and the Attorneys-in-Fact otherwise agree in writing, earlier than two or later than ten business daysafter the date of such notice.

3. Upon the authorization by you of the release of the Firm Shares, the several Underwriters propose to offer the Firm Shares for

sale upon the terms and conditions set forth in the Prospectus. 4. (a) The Shares to be purchased by each Underwriter hereunder, in definitive form, and in such authorized denominations

and registered in such names as the Representatives may request upon at least forty-eight hours’ prior notice to the Company and the SellingStockholders shall be delivered by or on behalf of the Company and the Selling Stockholders to the Representatives, through the facilities of theDepository Trust Company (“DTC”), for the account of such Underwriter, against payment by or on behalf of such Underwriter of the purchaseprice therefor by wire transfer of Federal (same-day) funds to the accounts specified by the Company and the Custodian to the Representatives atleast forty-eight hours in advance. The Company and the Selling Stockholders will cause the certificates representing the Shares to be madeavailable for checking and packaging at least twenty-four hours prior to the Time of Delivery (as defined below) with respect thereto at the officeof DTC or its designated custodian (the “Designated Office”). The time and date of such delivery and payment shall be, with respect to the Firm

Shares, 9:30 a.m., New York time, on [ · ], 2014 or such other time and date as the Representatives, the Company and the Attorneys-in-Fact mayagree upon in writing, and, with respect to the Optional Shares, 9:30 a.m., New York time, on the date specified by the Representatives in eachwritten notice given by the Representatives of the Underwriters’ election to purchase such Optional Shares, or such other time and date as theRepresentatives, the Company and the Attorneys-in-Fact may agree upon in writing. Such time and date for delivery of the Firm Shares is hereincalled the “First Time of Delivery”, each such time and date for delivery of the Optional Shares, if not the First Time of Delivery, is herein calledthe “Second Time of Delivery”, and each such time and date for delivery is herein called a “Time of Delivery”.

(b) The documents to be delivered at each Time of Delivery by or on behalf of the parties hereto pursuant to Section 8

hereof, including the cross receipt for the Shares, will be delivered at the offices of Goodwin Procter LLP, Exchange Place, Boston, Massachusetts02109 (the “Closing Location”), and the Shares will be delivered at the Designated Office, all at such Time of Delivery. A meeting will be held at

the Closing Location at [ · ] p.m., New York City time, on the New York Business Day next preceding such Time of Delivery, at which meeting thefinal drafts of the documents to be delivered pursuant to the preceding sentence will be available for review by the parties hereto. For thepurposes of this Agreement, “New York Business Day” shall mean each Monday, Tuesday, Wednesday, Thursday and Friday which is not a dayon which banking institutions in New York are generally authorized or obligated by law or executive order to close.

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5. The Company agrees with each of the Underwriters:

(a) To prepare the Prospectus in a form approved by you and to file such Prospectus pursuant to Rule 424(b) under theAct not later than the Commission’s close of business on the second business day following the execution and delivery of this Agreement, or, ifapplicable, such earlier time as may be required by Rule 430A(a)(3) under the Act; to make no further amendment or any supplement to the

Registration Statement or the Prospectus prior to the last Time of Delivery of which you disapprove promptly after reasonable notice thereof; toadvise you, promptly after it receives notice thereof, of the time when any amendment to the Registration Statement has been filed or becomeseffective or any amendment or supplement to the Prospectus has been filed and to furnish you with copies thereof; to file promptly all materialrequired to be filed by the Company with the Commission pursuant to Rule 433(d) under the Act; to advise you, promptly after it receives noticethereof, of the issuance by the Commission of any stop order or of any order preventing or suspending the use of any Preliminary Prospectus orother prospectus in respect of the Shares, of the suspension of the qualification of the Shares for offering or sale in any jurisdiction, of theinitiation or threatening of any proceeding for any such purpose, or of any request by the Commission for the amending or supplementing of theRegistration Statement or the Prospectus or for additional information; and, in the event of the issuance of any stop order or of any orderpreventing or suspending the use of any Preliminary Prospectus or other prospectus or suspending any such qualification, to promptly use itsbest efforts to obtain the withdrawal of such order;

(b) Promptly from time to time to take such action as you may reasonably request to qualify the Shares for offering and

sale under the securities laws of such jurisdictions as you may request and to comply with such laws so as to permit the continuance of sales anddealings therein in such jurisdictions for as long as may be necessary to complete the distribution of the Shares, provided that in connectiontherewith the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in anyjurisdiction or subject itself to taxation in any jurisdiction in which it is not otherwise subject to taxation on the date hereof;

(c) Prior to 10:00 a.m., New York City time, on the New York Business Day next succeeding the date of this Agreement (or

such later time as may be agreed to by the Company and the Representatives) and from time to time, to furnish the Underwriters with electroniccopies of the Prospectus, and to furnish the Underwriters with written copies of the Prospectus, in New York City in such quantities as you mayreasonably request, and, if the delivery of a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is required at anytime prior to the expiration of nine months after the time of issue of the Prospectus in connection with the offering or sale of the Shares and if atsuch time any event shall have occurred as a result of which the Prospectus as then amended or supplemented would include an untrue statementof a material fact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances under whichthey were made when such Prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) is delivered, not misleading, or, if forany other reason it shall be necessary during such same period to amend or supplement the Prospectus in order to comply with the Act, to notifyyou and upon your request to prepare and furnish without charge to each Underwriter and to any dealer in securities as many written andelectronic copies as you may from time to time reasonably request

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of an amended Prospectus or a supplement to the Prospectus which will correct such statement or omission or effect such compliance; and incase any Underwriter is required to deliver a prospectus (or in lieu thereof, the notice referred to in Rule 173(a) under the Act) in connection withsales of any of the Shares at any time nine months or more after the time of issue of the Prospectus, upon your request but at the expense of suchUnderwriter, to prepare and deliver to such Underwriter as many written and electronic copies as you may request of an amended orsupplemented Prospectus complying with Section 10(a)(3) of the Act;

(d) To make generally available to its securityholders as soon as practicable, but in any event not later than sixteen

months after the effective date of the Registration Statement (as defined in Rule 158(c) under the Act), an earnings statement of the Company andits subsidiaries (which need not be audited) complying with Section 11(a) of the Act and the rules and regulations of the Commission thereunder(including, at the option of the Company, Rule 158), which may be satisfied by filing on EDGAR;

(e) (i) During the period beginning from the date hereof and continuing to and including the date that is one

hundred eighty (180) days after the date of the Prospectus (the “Company Lock-Up Period”), not to (A) offer, sell, contract to sell, pledge, grantany option to purchase, make any short sale or otherwise transfer or dispose of, directly or indirectly, or file with the Commission a registrationstatement under the Act relating to, any securities of the Company that are substantially similar to the Shares, including but not limited to anyoptions or warrants to purchase shares of Stock or any securities that are convertible into or exchangeable for, or that represent the right toreceive, Stock or any such substantially similar securities, or publicly disclose the intention to make any offer, sale, pledge, disposition or filing or(B) enter into any swap or other agreement that transfers, in whole or in part, any of the economic consequences of ownership of the Stock or anysuch other securities, whether any such transaction described in clause (A) or (B) above is to be settled by delivery of Stock or such othersecurities, in cash or otherwise (other than the Shares to be sold hereunder or pursuant to employee stock option plans existing on, or upon theconversion or exchange of convertible or exchangeable securities outstanding as of, the date of this Agreement), without the prior writtenconsent of the Representatives; provided, however, that the foregoing restrictions shall not apply to (1) the Shares to be sold hereunder, (2) theissuance by the Company of shares of Common Stock upon the exercise of an option or warrant or the conversion of a security, in each case, thatis outstanding on the date hereof and described in the Pricing Prospectus and (3) the issuance by the Company of Common Stock or othersecurities convertible into or exercisable for shares of Common Stock, in each case pursuant to the Company’s equity incentive plans, providedthat such plans are described in the Pricing Prospectus and, if such securities become convertible into or exercisable for shares of Common Stockduring the Company Lock-Up Period, prior to the issuance of any such securities, the Company shall cause each recipient of such shares or othersecurities to execute and deliver to you an agreement in substantially the form attached as Annex II hereto (the “ Lock-Up Agreement ”), (4) theentry into an agreement providing for the issuance by the Company of shares of Common Stock or other securities convertible into or exercisablefor shares of Common Stock in connection with the acquisition by the Company or any of its subsidiaries of the securities, business, property or

other assets of another person or entity or pursuant to an employee benefit plan assumed by the Company in connection with such acquisition,and the issuance of any such securities pursuant to any such agreement, and (5) the entry into an agreement providing for the issuance of sharesof Common Stock or other securities

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convertible into or exercisable for shares of Common Stock in connection with joint ventures, commercial relationships, equipment leasing, debtfinancing or other commercial transactions, and the issuance of any such securities pursuant to any such agreement; provided that, in the case ofclauses (4) and (5), the aggregate number of shares of Common Stock that the Company may sell or issue or agree to sell or issue pursuant tosuch clauses shall not exceed five percent (5%) of the total number of shares of the Company’s Common Stock issued and outstandingimmediately following the completion of the transactions contemplated by this agreement; and provided further that the Company shall (x) causeeach recipient of such securities to execute and deliver to you, on or prior to the date of issuance of such securities, a Lock-Up Agreement, and(y) enter stop transfer instructions with the Company’s transfer agent and registrar on such securities, which the Company agrees it will notwaive or amend without the prior written consent of the Representatives;

(ii) If the Representatives, in their sole discretion, agree to release or waive the restrictions in any Lock-Up Agreement for

an officer or director of the Company and provide the Company with notice of the impending release or waiver at least three business days beforethe effective date of the release or waiver, the Company agrees to announce the impending release or waiver by a press release substantially inthe form of Annex I hereto through a major news service at least two business days before the effective date of the release or waiver;

(f) During a period of three years from the effective date of the Registration Statement (so long as the Company is subject

to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act), to furnish to its stockholders as soon as practicable afterthe end of each fiscal year an annual report (including a balance sheet and statements of income, stockholders’ equity and cash flows of theCompany and its consolidated subsidiaries certified by independent public accountants) and, as soon as practicable after the end of each of thefirst three quarters of each fiscal year (beginning with the fiscal quarter ending after the effective date of the Registration Statement), to makeavailable to its stockholders consolidated summary financial information of the Company and its subsidiaries for such quarter in reasonable detail,provided that no reports, documents or other information need be furnished pursuant to this Section 5(f) to the extent they are available onEDGAR;

(g) During a period of three years from the effective date of the Registration Statement (so long as the Company is

subject to the reporting requirements of either Section 13 or Section 15(d) of the Exchange Act), to furnish to you copies of all reports or othercommunications (financial or other) furnished to stockholders, and to deliver to you (i) as soon as they are available, copies of any reports andfinancial statements furnished to or filed with the Commission or any national securities exchange on which any class of securities of theCompany is listed; and (ii) such additional information concerning the business and financial condition of the Company as you may from time totime reasonably request (such financial statements to be on a consolidated basis to the extent the accounts of the Company and its subsidiariesare consolidated in reports furnished to its stockholders generally or to the Commission); provided that (x) no reports, statements,communications or other information need be furnished pursuant to this Section 5(g) to the extent they are available on EDGAR, (y) no additionalinformation shall be required if the disclosure of additional information would result in a violation of Regulation FD and (z) the Company maysatisfy the requirements of this Section 5(g) by making

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any such report, communication or information generally available on its website under the “Investors” section thereof;

(h) To use the net proceeds received by it from the sale of the Shares pursuant to this Agreement in the manner specified

in the Pricing Disclosure Package under the caption “Use of Proceeds”; (i) To use its best efforts to list, subject to notice of issuance, the Shares on the Exchange; (j) To file with the Commission such information on Form 10-Q or Form 10-K as may be required by Rule 463 under the

Act; (k) If the Company elects to rely upon Rule 462(b), the Company shall file a Rule 462(b) Registration Statement with the

Commission in compliance with Rule 462(b) by 10:00 p.m., Washington, D.C. time, on the date of this Agreement, and the Company shall at thetime of filing either pay to the Commission the filing fee for the Rule 462(b) Registration Statement or give irrevocable instructions for the paymentof such fee pursuant to Rule 3a(c) of the Commission’s Informal and Other Procedures (17 CFR 202.3a);

(l) Upon the reasonable request of any Underwriter, to furnish, or cause to be furnished, to such Underwriter an

electronic version of the Company’s trademarks, servicemarks and corporate logo for use on the website, if any, operated by such Underwriter for

the purpose of facilitating the on-line offering of the Shares (the “License”); provided , however , that the License shall be used solely for thepurpose described above, is granted without any fee and may not be assigned or transferred; and

(m) To promptly notify the Representatives if the Company ceases to be an Emerging Growth Company at any time prior

to the later of (i) completion of the distribution of the Shares within the meaning of the Act and (ii) completion of the Company Lock-Up Period.

6. (a) The Company represents and agrees that, without the prior consent of the Representatives, it has not made and willnot make any offer relating to the Shares that would constitute a “free writing prospectus” as defined in Rule 405 under the Act; each SellingStockholder represents and agrees that, without the prior consent of the Company and the Representatives, it has not made and will not make anyoffer relating to the Shares that would constitute a free writing prospectus; and each Underwriter represents and agrees that, without the priorconsent of the Company and the Representatives it has not made and will not make any offer relating to the Shares that would constitute a freewriting prospectus; any such free writing prospectus the use of which has been consented to by the Company and the Representatives is listedon Schedule III(a) hereto;

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(b) The Company represents and agrees that (i) it has not engaged in, or authorized any other person to engage in, any

Section 5(d) Communications, other than Section 5(d) Communications with the prior consent of the Representatives with entities that arequalified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited investors as defined in Rule 501(a) underthe Act; and (ii) it has not distributed, or authorized any other person to distribute, any Section 5(d) Writings, other than those distributed withthe prior consent of the Representatives that are listed on Schedule III(d) hereto; and the Company reconfirms that the Underwriters have beenauthorized to act on its behalf in engaging in Section 5(d) Communications;

(c) The Company has complied and will comply with the requirements of Rule 433 under the Act applicable to any Issuer

Free Writing Prospectus, including timely filing with the Commission or retention where required and legending; and the Company represents thatit has satisfied and agrees that it will satisfy the conditions under Rule 433 under the Act to avoid a requirement to file with the Commission anyelectronic road show;

(d) Each Underwriter represents and agrees that (i) any Section 5(d) Communications undertaken by it were with entities

that are qualified institutional buyers as defined in Rule 144A under the Act or institutions that are accredited investors as defined in Rule 501(a)under the Act and (ii) it will not distribute, or authorize any other person to distribute, any Section 5(d) Writing, other than those distributed withthe prior consent of the Company; and

(e) The Company agrees that if at any time following issuance of an Issuer Free Writing Prospectus or Section 5(d)

Writing any event occurred or occurs as a result of which such Issuer Free Writing Prospectus or Section 5(d) Writing would conflict with theinformation in the Registration Statement, the Pricing Disclosure Package or the Prospectus or would include an untrue statement of a materialfact or omit to state any material fact necessary in order to make the statements therein, in the light of the circumstances then prevailing, notmisleading, the Company will give prompt notice thereof to the Representatives and, if requested by the Representatives, will prepare and furnishwithout charge to each Underwriter an Issuer Free Writing Prospectus, Section 5(d) Writing or other document which will correct such conflict,statement or omission; provided, however, that this covenant shall not apply to any statements or omissions in an Issuer Free WritingProspectus or Section 5(d) Writing made in reliance upon and in conformity with Underwriter Information or Selling Stockholder Information.

7. The Company and each of the Selling Stockholders covenant and agree with one another and with the several Underwriters

that (a) the Company will pay or cause to be paid the following: (i) the fees, disbursements and expenses of the Company’s counsel andaccountants in connection with the registration of the Shares under the Act and all other expenses in connection with the preparation, printing,reproduction and filing of the Registration Statement, any Preliminary Prospectus, any Issuer Free Writing Prospectus and the Prospectus andamendments and supplements thereto and the mailing and delivering of copies thereof to the Underwriters and dealers; (ii) the cost of printing orproducing any Agreement among Underwriters, this Agreement, the Blue Sky Memorandum, closing documents (including any compilationsthereof) and any other documents in connection with the offering, purchase, sale and delivery of the

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Shares; (iii) all expenses in connection with the qualification of the Shares for offering and sale under state securities laws as provided inSection 5(b) hereof, including the reasonable fees and disbursements of counsel for the Underwriters in connection with such qualification and inconnection with the Blue Sky survey; (iv) all fees and expenses in connection with listing the Shares on the Exchange; and (v) the filing feesincident to, and the fees and disbursements of counsel for the Underwriters in connection with any required review by FINRA of the terms of thesale of the Shares; provided, however, that the amount payable pursuant to subsection (a)(iii) and the fees and disbursements of counsel to theUnderwriters described in subsection (a)(v) of this Section 7 shall not exceed $25,000 in the aggregate; (b) the Company will pay or cause to bepaid: (i) the cost of preparing stock certificates, if applicable; (ii) the cost and charges of any transfer agent or registrar, and (iii) all other costs andexpenses incident to the performance of its obligations hereunder which are not otherwise specifically provided for in this Section; and (c) such

Selling Stockholder will pay or cause to be paid all costs and expenses incident to the performance of such Selling Stockholder’s obligationshereunder which are not otherwise specifically provided for in this Section, including (i) any fees and expenses of counsel for such SellingStockholder, (ii) such Selling Stockholder’s pro rata share of the fees and expenses of the Attorneys-in-Fact and the Custodian, and (iii) allexpenses and taxes incident to the sale and delivery of the Shares to be sold by such Selling Stockholder to the Underwriters hereunder. Inconnection with clause (c)(iii) of the preceding sentence, the Representatives agree to pay New York State stock transfer tax, and the SellingStockholder agrees to reimburse the Representatives for associated carrying costs if such tax payment is not rebated on the day of payment andfor any portion of such tax payment not rebated. It is understood, however, that except as provided in this Section 7, and Sections 9 and 12hereof, the Underwriters will pay all of their own costs and expenses, including the fees of their counsel, stock transfer taxes on resale of any ofthe Shares by them, and any advertising expenses connected with any offers they may make and the travel and lodging expenses of theirrepresentatives and officers; provided, however, that 50% of the cost of any aircraft chartered in connection with the road show shall be paid bythe Company (with the Underwriters paying the remaining 50% of the cost).

8. The obligations of the Underwriters hereunder, as to the Shares to be delivered at each Time of Delivery, shall be subject, intheir discretion, to the condition that all representations and warranties and other statements of the Company and the Selling Stockholders hereinare, at and as of such Time of Delivery, true and correct, the condition that the Company and the Selling Stockholders shall have performed all ofits and their obligations hereunder theretofore to be performed, and the following additional conditions:

(a) The Prospectus shall have been filed with the Commission pursuant to Rule 424(b) under the Act within the applicable

time period prescribed for such filing by the rules and regulations under the Act and in accordance with Section 5(a) hereof; all material requiredto be filed by the Company pursuant to Rule 433(d) under the Act shall have been filed with the Commission within the applicable time periodprescribed for such filing by Rule 433; if the Company has elected to rely upon Rule 462(b) under the Act, the Rule 462(b) Registration Statementshall have become effective by 10:00 p.m., Washington, D.C. time, on the date of this

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Agreement; no stop order suspending the effectiveness of the Registration Statement or any part thereof shall have been issued and noproceeding for that purpose shall have been initiated or threatened by the Commission no stop order suspending or preventing the use of theProspectus or any Issuer Free Writing Prospectus shall have been initiated or threatened by the Commission; and all requests for additionalinformation on the part of the Commission shall have been complied with to your reasonable satisfaction;

(b) Goodwin Procter LLP, counsel for the Underwriters, shall have furnished to you such written opinion or opinionsdated such Time of Delivery in form and substance satisfactory to you, and such counsel shall have received such papers and information asthey may reasonably request to enable them to pass upon such matters;

(c) Cooley LLP, counsel for the Company, shall have furnished to you their written opinion dated such Time of Delivery

in form and substance satisfactory to you; (d) The respective counsel for each of the Selling Stockholders, as indicated in Schedule II hereto, each shall have

furnished to you their written opinion with respect to each of the Selling Stockholders for whom they are acting as counsel dated such Time ofDelivery in form and substance satisfactory to you;

(e) On the date of the Prospectus at a time prior to the execution of this Agreement, at 9:30 a.m., New York City time, on

the effective date of any post-effective amendment to the Registration Statement filed subsequent to the date of this Agreement and also at eachTime of Delivery, KPMG LLP shall have furnished to you a letter or letters, dated the respective dates of delivery thereof, in form and substancesatisfactory to you;

(f) (i) Neither the Company nor any of its subsidiaries shall have sustained since the date of the latest audited financial

statements included in the Pricing Prospectus any loss or interference with its business from fire, explosion, flood or other calamity, whether ornot covered by insurance, or from any labor dispute or court or governmental action, order or decree, otherwise than as set forth or contemplatedin the Pricing Prospectus and the Prospectus, and (ii) since the respective dates as of which information is given in the Pricing Prospectus and theProspectus there shall not have been any change in the capital stock (other than as a result of the exercise of stock options or warrants or theaward of stock options or other rights to acquire Common Stock in the ordinary course of business pursuant to the Company’s equity incentiveplans described in the Pricing Prospectus) or long-term debt of the Company or any of its subsidiaries or any change, or any developmentinvolving a prospective change, in or affecting the general affairs, business, management, consolidated financial position, consolidatedstockholders’ equity, consolidated results of operations or prospects of the Company and its subsidiaries, taken as a whole, otherwise than as setforth or contemplated in the Pricing Prospectus and the Prospectus, the effect of which, in any such case described in clause (i) or (ii), is in yourjudgment so material and adverse as to make it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares beingdelivered at such Time of Delivery on the terms and in the manner contemplated in the Pricing Prospectus;

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(g) There are no debt securities or preferred stock of, or guaranteed by, the Company that are rated by a “nationally

recognized statistical rating organization,” as such term is defined in Section 3(a)(62) of the Exchange Act; (h) On or after the Applicable Time there shall not have occurred any of the following: (i) a suspension or material

limitation in trading in securities generally on the Exchange; (ii) a suspension or material limitation in trading in the Company’s securities on theExchange; (iii) a general moratorium on commercial banking activities declared by either Federal or New York State authorities or a materialdisruption in commercial banking or securities settlement or clearance services in the United States; (iv) the outbreak or escalation of hostilitiesinvolving the United States or the declaration by the United States of a national emergency or war; or (v) the occurrence of any other calamity orcrisis or any change in financial, political or economic conditions in the United States or elsewhere, if the effect of any such event specified inclause (iv) or (v) in your judgment makes it impracticable or inadvisable to proceed with the public offering or the delivery of the Shares beingdelivered at such Time of Delivery on the terms and in the manner contemplated in the Prospectus;

(i) The Shares to be sold at such Time of Delivery shall have been duly listed, subject to notice of issuance, on the

Exchange; (j) FINRA shall have confirmed that it has not raised any objection with respect to the fairness and reasonableness of the

underwriting terms and arrangements relating to the offering of the Shares; (k) The Company shall have obtained and delivered to the Underwriters executed copies of an agreement from each

stockholder of the Company listed on Schedule IV hereto, substantially to the effect set forth in Annex II hereto in form and substancesatisfactory to you (each, a “Lock-Up Agreement”);

(l) The Company shall have complied with the provisions of Section 5(c) hereof with respect to the furnishing of

prospectuses on the New York Business Day next succeeding the date of this Agreement; (m) The Company and the Selling Stockholders shall have furnished or caused to be furnished to you at such Time of

Delivery certificates of officers of the Company and of the Selling Stockholders, respectively, satisfactory to you as to the accuracy of therepresentations and warranties of the Company and the Selling Stockholders, respectively, herein at and as of such Time of Delivery, as to theperformance by the Company and the Selling Stockholders of all of their respective obligations hereunder to be performed at or prior to such Timeof Delivery, as to such other matters as you may reasonably request, and the Company shall have furnished or caused to be furnished certificatesas to the matters set forth in subsections (a) and (f) of this Section 8;

(n) At each Time of Delivery, the Representatives shall have received a certificate of an Attorney-in-Fact on behalf of

each Selling Stockholder to the effect that (i) the representations and warranties of each Selling Stockholder in this Agreement are true and correcton and at such Time of Delivery with the same effect as if made on such Time of Delivery, and

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(ii) each Selling Stockholder has complied with all the agreements and satisfied all the conditions on its part to be performed or satisfied at or priorto such Time of Delivery;

(o) At each Time of Delivery, the Chief Financial Officer of the Company, in her capacity as such, shall have furnished tothe Representatives a certificate in a form agreed by the Representatives and the Company and dated the respective date of delivery thereof,certifying that certain factual statements in the Registration Statement, the Pricing Prospectus, the Prospectus and any amendment or supplementthereto, are true and correct on and at such Time of Delivery with the same effect as if made on such Time of Delivery;

(p) At each Time of Delivery, the Representatives shall have received a certificate of the Secretary of the Company,covering such matters as the Representatives may reasonably request; and

(q) At each Time of Delivery, the Company and the Selling Stockholders shall have furnished to the Representatives such

additional information, certificates, opinions or documents as the Representatives may reasonably request.

9. (a) The Company and each of the Selling Stockholders, jointly and severally, will indemnify and hold harmless eachUnderwriter against any losses, claims, damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act orotherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (i) arise out of or are based upon an untruestatement or alleged untrue statement of a material fact contained in (x) the Registration Statement, any Preliminary Prospectus, the PricingProspectus or the Prospectus, or any amendment or supplement thereto, any Issuer Free Writing Prospectus any “issuer information” filed orrequired to be filed pursuant to Rule 433(d) under the Act, or any Section 5(d) Writing, or (y) any materials or information provided to investorsby, or with the approval of, the Company in connection with the marketing of the offering of the Shares (“Marketing Materials”), including any

roadshow or investor presentations made to investors by the Company (whether in person or electronically), or (ii) arise out of or are based uponthe omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein notmisleading, and will reimburse each Underwriter for any legal or other expenses reasonably incurred by such Underwriter in connection withinvestigating or defending any such action or claim as such expenses are incurred; provided, however, that the Company and the SellingStockholders shall not be liable in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon anuntrue statement or alleged untrue statement or omission or alleged omission made in the Registration Statement, any Preliminary Prospectus, thePricing Prospectus, the Prospectus or any Marketing Materials, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus,or any Section 5(d) Writing, in reliance upon and in conformity with Underwriter Information.

(b) Each of the Selling Stockholders will indemnify and hold harmless each Underwriter against any losses, claims,

damages or liabilities, joint or several, to which such Underwriter may become subject, under the Act or otherwise, insofar as such losses, claims,

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damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statement of a materialfact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or any amendment orsupplement thereto, any Issuer Free Writing Prospectus, any Section 5(d) Writing, or any Marketing Materials, or arise out of or are based uponthe omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein notmisleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or allegedomission was made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus or any Marketing Materials,or any amendment or supplement thereto, or any Issuer Free Writing Prospectus in reliance upon and in conformity with written informationfurnished to the Company by such Selling Stockholder expressly for use therein; and will reimburse each Underwriter for any legal or otherexpenses reasonably incurred by such Underwriter in connection with investigating or defending any such action or claim as such expenses areincurred; provided, however, that such Selling Stockholder shall not be liable in any such case to the extent that any such loss, claim, damage orliability arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in the RegistrationStatement, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus or any Marketing Materials, or any amendment or supplementthereto, or any Issuer Free Writing Prospectus, or any Section 5(d) Writing, in reliance upon and in conformity with Underwriter Information.

(c) Each Underwriter will indemnify and hold harmless the Company and each Selling Stockholder against any losses,claims, damages or liabilities to which the Company or such Selling Stockholder may become subject, under the Act or otherwise, insofar as suchlosses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon an untrue statement or alleged untrue statementof a material fact contained in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus or the Prospectus, or anyamendment or supplement thereto, or any Issuer Free Writing Prospectus, or any Section 5(d) Writing, or any Marketing Materials, or arise out ofor are based upon the omission or alleged omission to state therein a material fact required to be stated therein or necessary to make thestatements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement oromission or alleged omission was made in the Registration Statement, any Preliminary Prospectus, the Pricing Prospectus, the Prospectus or anyMarketing Materials, or any amendment or supplement thereto, or any Issuer Free Writing Prospectus, or any Section 5(d) Writing, in relianceupon and in conformity with Underwriter Information; and will reimburse the Company and each Selling Stockholder for any legal or otherexpenses reasonably incurred by the Company or such Selling Stockholder in connection with investigating or defending any such action orclaim as such expenses are incurred.

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(d) Promptly after receipt by an indemnified party under subsection (a), (b) or (c) of this Section 9 of notice of the

commencement of any action, such indemnified party shall, if a claim in respect thereof is to be made against the indemnifying party under suchsubsection, notify the indemnifying party in writing of the commencement thereof; but the omission so to notify the indemnifying party shall notrelieve it from any liability which it may have to any indemnified party otherwise than under such subsection. In case any such action shall bebrought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall beentitled to participate therein and, to the extent that it shall wish, jointly with any other indemnifying party similarly notified, to assume thedefense thereof, with counsel reasonably satisfactory to such indemnified party (who shall not, except with the consent of the indemnified party,be counsel to the indemnifying party), and, after notice from the indemnifying party to such indemnified party of its election so to assume thedefense thereof, the indemnifying party shall not be liable to such indemnified party under such subsection for any legal expenses of othercounsel or any other expenses, in each case subsequently incurred by such indemnified party, in connection with the defense thereof other thanreasonable costs of investigation. No indemnifying party shall, without the written consent of the indemnified party, effect the settlement orcompromise of, or consent to the entry of any judgment with respect to, any pending or threatened action or claim in respect of whichindemnification or contribution may be sought hereunder (whether or not the indemnified party is an actual or potential party to such action orclaim) unless such settlement, compromise or judgment (i) includes an unconditional release of the indemnified party from all liability arising outof such action or claim and (ii) does not include a statement as to or an admission of fault, culpability or a failure to act, by or on behalf of any

indemnified party. (e) If the indemnification provided for in this Section 9 is unavailable to or insufficient to hold harmless an indemnified

party under subsection (a), (b) or (c) above in respect of any losses, claims, damages or liabilities (or actions in respect thereof) referred to therein,then each indemnifying party shall contribute to the amount paid or payable by such indemnified party as a result of such losses, claims, damagesor liabilities (or actions in respect thereof) in such proportion as is appropriate to reflect the relative benefits received by the Company and theSelling Stockholders on the one hand and the Underwriters on the other from the offering of the Shares. If, however, the allocation provided bythe immediately preceding

28

sentence is not permitted by applicable law or if the indemnified party failed to give the notice required under subsection (d) above, then eachindemnifying party shall contribute to such amount paid or payable by such indemnified party in such proportion as is appropriate to reflect notonly such relative benefits but also the relative fault of the Company and the Selling Stockholders on the one hand and the Underwriters on theother in connection with the statements or omissions which resulted in such losses, claims, damages or liabilities (or actions in respect thereof),as well as any other relevant equitable considerations. The relative benefits received by the Company and the Selling Stockholders on the onehand and the Underwriters on the other shall be deemed to be in the same proportion as the total net proceeds from the offering (before deductingexpenses) received by the Company and the Selling Stockholders bear to the total underwriting discounts and commissions received by theUnderwriters, in each case as set forth in the table on the cover page of the Prospectus. The relative fault shall be determined by reference to,among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material factrelates to information supplied by the Company or the Selling Stockholders on the one hand or the Underwriters on the other and the parties’relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission. The Company, each of theSelling Stockholders and the Underwriters agree that it would not be just and equitable if contribution pursuant to this subsection (e) weredetermined by pro rata allocation (even if the Underwriters were treated as one entity for such purpose) or by any other method of allocationwhich does not take account of the equitable considerations referred to above in this subsection (e). The amount paid or payable by anindemnified party as a result of the losses, claims, damages or liabilities (or actions in respect thereof) referred to above in this subsection (e) shallbe deemed to include any legal or other expenses reasonably incurred by such indemnified party in connection with investigating or defendingany such action or claim. Notwithstanding the provisions of this subsection (e), no Underwriter shall be required to contribute any amount inexcess of the amount by which the total price at which the Shares underwritten by it and distributed to the public were offered to the publicexceeds the amount of any damages which such Underwriter has otherwise been required to pay by reason of such untrue or alleged untruestatement or omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(e) of the Act) shallbe entitled to contribution from any person who was not guilty of such fraudulent misrepresentation. The Underwriters’ obligations in thissubsection (e) to contribute are several in proportion to their respective underwriting obligations and not joint.

(f) The obligations of the Company and the Selling Stockholders under this Section 9 shall be in addition to any liabilitywhich the Company and the Selling Stockholders may otherwise have and shall extend, upon the same terms and conditions, to each officer anddirector of each Underwriter and each person, if any, who controls any Underwriter within the meaning of the Act and each broker-dealer affiliateof any Underwriter; and the obligations of the Underwriters under this Section 9 shall be in addition to any liability which the respectiveUnderwriters may otherwise have and shall extend, upon the same terms and conditions, to each officer and director of the Company (includingany person who, with his or her consent, is named in the Registration Statement as about to become a director of the Company) and to eachperson, if any, who controls the Company or any Selling Stockholder within the meaning of the Act.

29

10. (a) If any Underwriter shall default in its obligation to purchase the Shares that it has agreed to purchase hereunder at a

Time of Delivery, you may in your discretion arrange for you or another party or other parties to purchase such Shares on the terms containedherein. If within thirty-six hours after such default by any Underwriter you do not arrange for the purchase of such Shares, then the Companyand the Selling Stockholders shall be entitled to a further period of thirty-six hours within which to procure another party or other partiessatisfactory to you to purchase such Shares on such terms. In the event that, within the respective prescribed periods, you notify the Companyand the Selling Stockholders that you have so arranged for the purchase of such Shares, or the Company or a Selling Stockholder notifies youthat it has so arranged for the purchase of such Shares, you or the Company or the Selling Stockholders shall have the right to postpone suchTime of Delivery for a period of not more than seven days, in order to effect whatever changes may thereby be made necessary in the RegistrationStatement or the Prospectus, or in any other documents or arrangements, and the Company agrees to file promptly any amendments orsupplements to the Registration Statement or the Prospectus which in your opinion may thereby be made necessary. The term “Underwriter” asused in this Agreement shall include any person substituted under this Section with like effect as if such person had originally been a party tothis Agreement with respect to such Shares.

(b) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters

by you, the Company and the Selling Stockholders as provided in subsection (a) above, the aggregate number of such Shares which remains

unpurchased does not exceed one-eleventh of the aggregate number of all the Shares to be purchased at such Time of Delivery, then theCompany and the Selling Stockholders shall have the right to require each non-defaulting Underwriter to purchase the number of Shares whichsuch Underwriter agreed to purchase hereunder at such Time of Delivery and, in addition, to require each non-defaulting Underwriter to purchaseits pro rata share (based on the number of Shares which such Underwriter agreed to purchase hereunder) of the Shares of such defaultingUnderwriter or Underwriters for which such arrangements have not been made; but nothing herein shall relieve a defaulting Underwriter fromliability for its default.

(c) If, after giving effect to any arrangements for the purchase of the Shares of a defaulting Underwriter or Underwriters

by you, the Company and the Selling Stockholders as provided in subsection (a) above, the aggregate number of such Shares which remainsunpurchased exceeds one-eleventh of the aggregate number of all of the Shares to be purchased at such Time of Delivery, or if the Company andthe Selling Stockholders shall not exercise the right described in subsection (b) above to require non-defaulting Underwriters to purchase Sharesof a defaulting Underwriter or Underwriters, then this Agreement (or, with respect to a Second Time of Delivery, the obligations of theUnderwriters to purchase and of the Company and the Selling Stockholders to sell the Optional Shares) shall thereupon terminate, without liabilityon the part of any non-defaulting Underwriter, the Company or the Selling Stockholders, except for the expenses to be borne by the Company, theSelling Stockholders and the Underwriters as provided in Section 7 hereof and the indemnity and contribution agreements in Section 9 hereof; butnothing herein shall relieve a defaulting Underwriter from liability for its default.

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11. The respective indemnities, agreements, representations, warranties and other statements of the Company, the Selling

Stockholders and the several Underwriters, as set forth in this Agreement or made by or on behalf of them, respectively, pursuant to thisAgreement, shall remain in full force and effect, regardless of any investigation (or any statement as to the results thereof) made by or on behalfof any Underwriter or any controlling person of any Underwriter, or the Company, or any of the Selling Stockholders, or any officer or director orcontrolling person of the Company, or any controlling person of any Selling Stockholder, and shall survive delivery of and payment for theShares.

12. If this Agreement shall be terminated pursuant to Section 10 hereof, neither the Company nor the Selling Stockholders shall

then be under any liability to any Underwriter except as provided in Sections 7 and 9 hereof; but, if for any other reason any Shares are notdelivered by or on behalf of the Company and the Selling Stockholders as provided herein, the Company and each of the Selling Stockholders prorata (based on the number of Shares to be sold by the Company and such Selling Stockholder hereunder) will reimburse the Underwriters throughyou for all out-of-pocket expenses approved in writing by you, including fees and disbursements of counsel, reasonably incurred by theUnderwriters in making preparations for the purchase, sale and delivery of the Shares not so delivered, but the Company and the SellingStockholders shall then be under no further liability to any Underwriter except as provided in Sections 7 and 9 hereof.

13. In all dealings hereunder, you shall act on behalf of each of the Underwriters, and the parties hereto shall be entitled to act and

rely upon any statement, request, notice or agreement on behalf of any Underwriter made or given by you jointly or by the Representatives; andin all dealings with any Selling Stockholder hereunder, you and the Company shall be entitled to act and rely upon any statement, request, noticeor agreement on behalf of such Selling Stockholder made or given by any or all of the Attorneys-in-Fact for such Selling Stockholder.

In accordance with the requirements of the USA Patriot Act (Title III of Pub. L. 107-56 (signed into law October 26, 2001)), the

Underwriters are required to obtain, verify and record information that identifies their respective clients, including the Company and the SellingStockholders, which information may include the name and address of their respective clients, as well as other information that will allow theUnderwriters to properly identify their respective clients.

All statements, requests, notices and agreements hereunder shall be in writing, and if to the Underwriters shall be delivered or sent by

mail, telex or facsimile transmission to Goldman, Sachs & Co., 200 West Street, New York, New York 10282, Attention: Registration Department,and to Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: LCD-IBD, with a copy to GoodwinProcter LLP, Exchange Place, Boston, Massachusetts 02109, Attention: William J. Schnoor, Esq.; if to any Selling Stockholder shall be delivered orsent by mail, telex or facsimile transmission to counsel for such Selling Stockholder at its address set forth in Schedule II hereto; if to theCompany shall be delivered or sent by mail, telex or facsimile transmission to the address of the Company set forth on the cover of theRegistration Statement, Attention: Secretary, with a copy to Cooley LLP, One Freedom Square, Reston Town Center, 11951 Freedom Drive,Reston, Virginia 20190, Attention: Brent B. Siler;

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and if to any stockholder that has delivered a Lock-Up Agreement shall be delivered or sent by mail to his or her respective address provided inSchedule IV hereto or such other address as such stockholder provides in writing to the Company; provided, however, that any notice to anUnderwriter pursuant to Section 9(e) hereof shall be delivered or sent by mail, telex or facsimile transmission to such Underwriter at its address setforth in its Underwriters’ Questionnaire or telex constituting such Questionnaire, which address will be supplied to the Company or the Selling

Stockholders by you on request; provided further that notices under subsection 5(e) shall be in writing, and if to the Underwriters shall bedelivered or sent by mail, telex or facsimile transmission to Goldman, Sachs & Co., 200 West Street, New York, New York 10282, Attention: ControlRoom, and to Credit Suisse Securities (USA) LLC, Eleven Madison Avenue, New York, N.Y. 10010-3629, Attention: LCD-IBD. Any suchstatements, requests, notices or agreements shall take effect upon receipt thereof.

14. This Agreement shall be binding upon, and inure solely to the benefit of, the Underwriters, the Company and the SellingStockholders and, to the extent provided in Sections 9 and 11 hereof, the officers and directors of the Company and each person who controls theCompany, any Selling Stockholder or any Underwriter, and their respective heirs, executors, administrators, successors and assigns, and no otherperson shall acquire or have any right under or by virtue of this Agreement. No purchaser of any of the Shares from any Underwriter shall bedeemed a successor or assign by reason merely of such purchase.

15. Time shall be of the essence of this Agreement. As used herein, the term “business day” shall mean any day when the

Commission’s office in Washington, D.C. is open for business. 16. The Company and the Selling Stockholders acknowledge and agree that (i) the purchase and sale of the Shares pursuant to this

Agreement is an arm’s-length commercial transaction between the Company and the Selling Stockholders, on the one hand, and the severalUnderwriters, on the other, (ii) in connection therewith and with the process leading to such transaction each Underwriter is acting solely as aprincipal and not the agent or fiduciary of the Company or any Selling Stockholder, (iii) no Underwriter has assumed an advisory or fiduciaryresponsibility in favor of the Company or any Selling Stockholder with respect to the offering contemplated hereby or the process leading thereto(irrespective of whether such Underwriter has advised or is currently advising the Company or any Selling Stockholder on other matters) or anyother obligation to the Company or any Selling Stockholder except the obligations expressly set forth in this Agreement and (iv) the Companyand each Selling Stockholder has consulted its own legal and financial advisors to the extent it deemed appropriate. The Company and eachSelling Stockholder agrees that it will not claim that the Underwriters, or any of them, has rendered advisory services of any nature or respect, orowes a fiduciary or similar duty to the Company or any Selling Stockholder, in connection with such transaction or the process leading thereto.

17. This Agreement supersedes all prior agreements and understandings (whether written or oral) between the Company, the

Selling Stockholders and the Underwriters, or any of them, with respect to the subject matter hereof.

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18. This Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to

principles of conflict of laws that would result in the application of the laws of any other jurisdiction. 19. The Company, each Selling Stockholder and each of the Underwriters hereby irrevocably waives, to the fullest extent permitted

by applicable law, any and all right to trial by jury in any legal proceeding arising out of or relating to this Agreement or the transactionscontemplated hereby.

20. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall

be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery of a signed counterpart ofthis Agreement by facsimile or email/pdf transmission shall constitute valid and sufficient delivery thereof.

21. Notwithstanding anything herein to the contrary, the Company and the Selling Stockholders are authorized to disclose to any

persons the U.S. federal and state income tax treatment and tax structure of the potential transaction and all materials of any kind (including taxopinions and other tax analyses) provided to the Company and the Selling Stockholders relating to that treatment and structure, without theUnderwriters imposing any limitation of any kind. However, any information relating to the tax treatment and tax structure shall remain confidential(and the foregoing sentence shall not apply) to the extent necessary to enable any person to comply with securities laws. For this purpose, “taxstructure” is limited to any facts that may be relevant to that treatment.

If the foregoing is in accordance with your understanding, please sign and return to us one for the Company and each of the

Representatives plus one for each counsel and the Custodian counterparts hereof, and upon the acceptance hereof by you, on behalf of each ofthe Underwriters, this letter and such acceptance hereof shall constitute a binding agreement among each of the Underwriters, the Company andeach of the Selling Stockholders. It is understood that your acceptance of this letter on behalf of each of the Underwriters is pursuant to theauthority set forth in a form of Agreement among Underwriters, the form of which shall be submitted to the Company and the Selling Stockholdersfor examination, upon request, but without warranty on your part as to the authority of the signers thereof.

[Remainder of Page Intentionally Left Blank.]

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Any person executing and delivering this Agreement as Attorney-in-Fact for a Selling Stockholder represents by so doing that he has

been duly appointed as Attorney-in-Fact by such Selling Stockholder pursuant to a validly existing and binding Power-of-Attorney thatauthorizes such Attorney-in-Fact to take such action.

Very truly yours,

2U, Inc.

By:

Name:

Title:

[Names of Selling Stockholders]

By:

Name:

Title:

As Attorney-in-Fact acting on behalf of each of the SellingStockholders named in Schedule II to this Agreement.

Accepted as of the date hereof:

Goldman, Sachs & Co.

By:

Name:

Title:

Credit Suisse Securities (USA) LLC

By:

Name:

Title:

[Signature Page to Underwriting Agreement]

SCHEDULE I

Underwriter

Total Number of Firm Shares

to be Purchased

Number of O ptional

Shares to be Purchased if Maximum

O ption Exercised

Goldman, Sachs & Co.

Credit Suisse Securities (USA) LLC

Needham & Company, LLC

Oppenheimer & Co. Inc.

Pacific Crest Securities LLC

Total

SCHEDULE II

Total Number of Firm Shares

to be Sold

Number of O ptional Shares

to be Sold if Maximum

O ption Exercised

The Company

The Selling Stockholder(s):

Total

SCHEDULE III

(a) Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package (b) Additional documents incorporated by reference (c) Information other than the Pricing Prospectus that comprise the Pricing Disclosure Package

The initial public offering price per share for the Shares is $[ · ].

The number of Shares purchased by the Underwriters is [ · ]. (d) Section 5(d) Writings

SCHEDULE IV

Name of Stockholder

Address

ANNEX I

FORM OF PRESS RELEASE

2U, Inc. [Date] 2U, Inc. (the “Company”) announced today that Goldman, Sachs & Co. and Credit Suisse Securities (USA) LLC, the representatives for the

underwriters in the recent public sale of [ · ] shares of the Company’s common stock, are [waiving] [releasing] a lock-up restriction with respect to

[ · ] shares of the Company’s common stock held by [certain officers or directors] [an officer or director] of the Company. The [waiver] [release]

will take effect on [ · ], 2014, and the shares may be sold on or after such date. This press release is not an offer for sale of the securities in the United States or in any other jurisdiction where such offer is prohibited, andsuch securities may not be offered or sold in the United States absent registration or an exemption from registration under the United StatesSecurities Act of 1933, as amended.

ANNEX II

FORM OF LOCK-UP AGREEMENT

Exhibit 3.2

2U, INC.

SEVENTH AMENDED AND RESTATEDCERTIFICATE OF INCORPORATION

2U, INC. , a corporation organized and existing under the laws of the State of Delaware (the “ Company ”), does hereby certify as

follows: FIRST: The name of the Company is 2U, Inc. SECOND: The Company’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on

April 2, 2008, under the name 2Tor Inc. The Certificate of Incorporation was last amended and restated by the Sixth Amended and RestatedCertificate of Incorporation filed with the Secretary of State of the State of Delaware on April 3, 2012. Certificates of Amendment of the SixthAmended and Restated Certificate of Incorporation were filed with the Secretary of State of the State of Delaware on August 6, 2012, October 11,2012 and December 24, 2013.

THIRD: This Seventh Amended and Restated Certificate of Incorporation has been duly adopted by the Board of Directors of the

Company and by the holders of the requisite number of shares of the Company’s issued and outstanding capital stock entitled to vote thereon inaccordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware (“ DGCL ”).

FOURTH: The Seventh Amended and Restated Certificate of Incorporation as so adopted reads in full as set forth in Exhibit A

attached hereto and is incorporated herein by reference in its entirety.

* * * *

IN WITNESS WHEREOF , 2U, Inc. has caused this Seventh Amended and Restated Certificate of Incorporation to be signed by itsChief Executive Officer on this day of , 2014.

2U, INC.

By: /s/ Christopher J. Paucek

Christopher J. Paucek

Chief Executive Officer 1

Exhibit A

2U, INC.

SEVENTH AMENDED AND RESTATEDCERTIFICATE OF INCORPORATION

I.

The name of this corporation is 2U, Inc. (the “ Company ”).

II.

The address of the registered office of the Company in the State of Delaware is 2711 Centerville Road, Suite 400, in the City ofWilmington, County of New Castle, Zip Code 19808. The name of its registered agent at such address is Corporation Service Company.

III.

The purpose of the Company is to engage in any lawful act or activity for which a corporation may be organized under the General

Corporation Law of the State of Delaware (the “ DGCL ”).

IV.

A. The Company is authorized to issue two classes of stock to be designated, respectively, “Common Stock” and “Preferred

Stock.” The total number of shares of all classes of capital stock which the Company shall have authority to issue is Two Hundred Five Million(205,000,000) shares, of which Two Hundred Million (200,000,000) shares shall be Common Stock (the “ Common Stock ”), each having a par

value of one-tenth of one cent ($0.001), and Five Million (5,000,000) shares shall be Preferred Stock (the “ Preferred Stock ”), each having a par

value of one-tenth of one cent ($0.001). B. The Preferred Stock may be issued from time to time in one or more series. The Board of Directors of the Company (the “

Board ”) is hereby expressly authorized to provide for the issue of the shares of the Preferred Stock in one or more series, and to fix the number of

shares and to determine or alter for each such series, such voting powers, full or limited, or no voting powers, and such designation, preferences,and relative, participating, optional, or other rights and such qualifications, limitations, or restrictions thereof, including the price, terms andconditions of any redemption features, conversion or exchange features and prices, adjustments thereto, priority, parity and junior designations,each as shall be stated and expressed in the resolution or resolutions adopted by the Board providing for the issuance of such shares and as maybe permitted by the DGCL. The Board is also expressly authorized to increase or decrease the number of shares of any series subsequent to theissuance of shares of that series, but not below the number of shares of such series then outstanding. In case the number of shares of any seriesshall be decreased in accordance with the foregoing sentence, the shares constituting such decrease shall resume the status that they had priorto the adoption of the resolution originally

2

fixing the number of shares of such series. The number of authorized shares of Preferred Stock may be increased or decreased (but not below thenumber of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the stock of the Companyentitled to vote thereon, without a separate vote of the holders of the Preferred Stock, or of any series thereof, unless a vote of any such holdersis required pursuant to the terms of any certificate of designation filed with respect to any series of Preferred Stock.

C. Each outstanding share of Common Stock shall entitle the holder thereof to one vote on each matter properly submitted to thestockholders of the Company for their vote; provided, however , that, except as otherwise required by law, holders of Common Stock shall not beentitled to vote on any amendment to this Restated Certificate (including any certificate of designation filed with respect to any series of PreferredStock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, eitherseparately or together as a class with the holders of one or more other such series, to vote thereon by law or pursuant to this Restated Certificate(including any certificate of designation filed with respect to any series of Preferred Stock). No stockholder of the Corporation shall be entitled toexercise any right of cumulative voting.

D. No holder of Common Stock shall be entitled to preemptive or subscription rights. E. Subject to applicable law and the preferential rights as to dividends of the holders of all classes or series of Preferred Stock at

the time outstanding, the holders of shares of Common Stock shall be entitled to receive such dividends and other distributions in cash, stock orproperty of the Company when, as and if declared thereon by the Board from time to time out of assets or funds of the Company legally availabletherefor.

F. In the event of any liquidation, dissolution or winding up (either voluntary or involuntary) of the Company, the holders of

shares of Common Stock shall be entitled to receive the assets and funds of the Company available for distribution after payments to creditorsand to the holders of any Preferred Stock of the Company that may at the time be outstanding, in proportion to the number of shares held bythem, respectively, without regard to class.

G. Subject to the requirements of applicable law, the Company shall have the power to issue and sell all or any part of any shares

of any class of stock herein or hereafter authorized to such persons, and for such consideration, as the Board shall from time to time, in itsdiscretion, determine, whether or not greater consideration could be received upon the issue or sale of the same number of shares of anotherclass, and as otherwise permitted by law. Subject to the requirements of applicable law, the Company shall have the power to purchase anyshares of any class of stock herein or hereafter authorized from such persons, and for such consideration, as the Board shall from time to time, inits discretion, determine, whether or not less consideration could be paid upon the purchase of the same number of shares of another class, andas otherwise permitted by law.

V.

A. MANAGEMENT OF BUSINESS. The management of the business and the conduct of the affairs of the Company shall be

vested in its Board. 3

B. BOARD OF DIRECTORS.

1. Number. The number of directors that shall constitute the Board shall be fixed exclusively by resolutions adopted by

a majority of the authorized number of directors constituting the Board; provided that in no event shall the total number of directors constitutingthe entire Board be less than five (5) nor more than fifteen (15). Election of directors need not be by written ballot.

2. Term. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under specified

circumstances, the directors shall be divided into three classes designated as Class I, Class II and Class III, respectively. The Board is authorizedto assign members of the Board already in office to such classes at the time the classification becomes effective. Each class shall consist, asnearly as possible, of one-third of the total number of authorized directors. At the first annual meeting of stockholders following the date of thefiling of this Restated Certificate with the Secretary of State of the State of Delaware, the term of office of the Class I directors shall expire andClass I directors shall be elected for a full term of three years. At the second annual meeting of stockholders following the date of the filing of thisRestated Certificate with the Secretary of State of the State of Delaware, the term of office of the Class II directors shall expire and Class IIdirectors shall be elected for a full term of three years. At the third annual meeting of stockholders following the date of the filing of this RestatedCertificate with the Secretary of State of the State of Delaware, the term of office of the Class III directors shall expire and Class III directors shallbe elected for a full term of three years. At each succeeding annual meeting of stockholders, directors shall be elected for a full term of three yearsto succeed the directors of the class whose terms expire at such annual meeting. Notwithstanding the foregoing provisions of this section, eachdirector shall serve until his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. No decrease inthe number of directors constituting the Board shall shorten the term of any incumbent director. If the number of directors is changed, anyincrease or decrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible.

3. Removal.

a. Subject to the rights of any series of Preferred Stock to elect additional directors under specifiedcircumstances, neither the Board nor any individual director may be removed without cause.

b. Subject to any limitation imposed by law, any individual director or directors may be removed with cause by

the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all then-outstanding shares ofcapital stock of the Company entitled to vote generally at an election of directors.

4. Vacancies. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors under

specified circumstances, any vacancies on the Board resulting from death, resignation, disqualification, removal or other causes, and any newlycreated directorships resulting from any increase in the number of directors, shall, unless the Board determines by resolution that any suchvacancies or newly created directorships shall be filled by the stockholders, be filled only by the affirmative vote of a majority of the directorsthen in office, even though less than a quorum of the Board, or by a sole remaining director, and not by the stockholders. Any director elected inaccordance with the preceding sentence shall hold office for the remainder of the full term of the director for which the vacancy was created or

4

occurred and until such director’s successor shall have been elected and qualified or for the remaining term of the directors of the class to whichsuch director was added. Notwithstanding the foregoing, whenever the holders of any one or more classes of Preferred Stock shall have theright, voting separately by class or series, to elect directors at an annual or special meeting of stockholders, such directors so elected shall not bedivided into classes pursuant to this Section (B)(4) unless expressly provided by the terms of such Preferred Stock.

C. BYLAW AMENDMENTS. The Board is expressly empowered to adopt, amend or repeal the Bylaws of the Company. Anyadoption, amendment or repeal of the Bylaws of the Company by the Board shall require the approval of a majority of the authorized number ofdirectors. The stockholders shall also have power to adopt, amend or repeal the Bylaws of the Company; provided, however, that, in addition toany vote of the holders of any class or series of stock of the Company required by law or by this Seventh Amended and Restated Certificate ofIncorporation, such action by stockholders shall require the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) ofthe voting power of all of the then-outstanding shares of the capital stock of the Company entitled to vote generally in the election of directors,voting together as a single class.

D. ACTION BY STOCKHOLDERS. No action shall be taken by the stockholders of the Company except at an annual or special

meeting of stockholders called in accordance with the Bylaws and the right of stockholders to act by written consent in lieu of a meeting shallthereafter be specifically denied.

E. ADVANCE NOTICE. Advance notice of stockholder nominations for the election of directors and of business to be brought

by stockholders before any meeting of the stockholders of the Company shall be given in the manner provided in the Bylaws of the Company. F. SPECIAL MEETINGS . Special meetings of the stockholders of the Company may be called only by the Chairman of the

Board, a majority of the members of the Board pursuant to a resolution approved by the Board, or a committee of the Board that has been dulydesignated by the Board and the powers of which specifically include the authority to call such meetings, and special meetings may not be calledby any other person or persons. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

VI.

A. The liability of the directors for monetary damages shall be eliminated to the fullest extent under applicable law. If the DGCL is

amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of a director of theCompany shall be eliminated to the fullest extent permitted by the DGCL, as so amended.

B. Any repeal or modification of this Article VI shall be prospective and shall not affect the rights under this Article VI in effect at

the time of the alleged occurrence of any act or omission to act giving rise to liability or indemnification.

VII.

Unless the Company consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall bethe sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Company; (ii) any action asserting a

5

claim of breach of a fiduciary duty owed by any director, officer or other employee of the Company to the Company or the Company’sstockholders; (iii) any action asserting a claim against the Company arising pursuant to any provision of the DGCL, the Seventh Amended andRestated Certificate of Incorporation or the Bylaws of the Company; or (iv) any action asserting a claim against the Company governed by theinternal affairs doctrine; provided, however, that, in the event the Court of Chancery of the State of Delaware lacks jurisdiction over any suchproceeding, the sole and exclusive forum for such action or proceeding shall be another state or federal court located within the State ofDelaware. Failure to enforce the foregoing provisions would cause the Corporation irreparable harm and the Corporation shall be entitled toequitable relief, including injunctive relief and specific performance, to enforce the foregoing provisions. Any person or entity purchasing orotherwise acquiring any interest in shares of capital stock of the Company shall be deemed to have notice of and to have consented to theprovisions of this Article VII.

VIII.

A. The Company reserves the right to amend, alter, change or repeal any provision contained in this Seventh Amended andRestated Certificate of Incorporation, in the manner now or hereafter prescribed by statute, except as provided in paragraph B. of this Article VIII,and all rights conferred upon the stockholders herein are granted subject to this reservation.

B. Notwithstanding any other provisions of this Seventh Amended and Restated Certificate of Incorporation or any provision of

law which might otherwise permit a lesser vote or no vote, but in addition to any affirmative vote of the holders of any particular class or series ofcapital stock of the Company required by law or by this Seventh Amended and Restated Certificate of Incorporation (as the same may beamended from time to time, including by means of the filing of any certificate of designation filed with respect to a series of Preferred Stock thatmay be designated from time to time), the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting powerof all of the then-outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as asingle class, shall be required to alter, amend or repeal Articles V, VI, VII and VIII of this Seventh Amended and Restated Certificate ofIncorporation.

* * * *

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Exhibit 3.4

THIRD AMENDED AND RESTATED BYLAWS

OF

2U, INC.(A DELAWARE CORPORATION)

, 2014

2U, INC.

THIRD AMENDED AND RESTATEDBYLAWS

ARTICLE I

OFFICES

Section 1. Registered Office. The registered office shall be established and maintained at the office of The Corporation Trust

Company, in the City of Wilmington, in the County of New Castle, in the State of Delaware, and said corporation, or other such person or entityas the Board of Directors may from time to time designate, shall be the registered agent of the corporation.

Section 2. Other Offices. The corporation shall also have and maintain an office or principal place of business at such place as

may be fixed by the Board of Directors, and may also have offices at such other places, both within and without the State of Delaware as theBoard of Directors may from time to time determine or the business of the corporation may require.

ARTICLE II

CORPORATE SEAL

Section 3. Corporate Seal. The Board of Directors may adopt a corporate seal. If adopted, the corporate seal shall consist of a

die bearing the name of the corporation and the inscription, “Corporate Seal-Delaware.” Said seal may be used by causing it or a facsimile thereofto be impressed or affixed or reproduced or otherwise.

ARTICLE III

STOCKHOLDERS’ MEETINGS

Section 4. Place Of Meetings. Meetings of the stockholders of the corporation may be held at such place, either within or

without the State of Delaware, as may be determined from time to time by the Board of Directors. The Board of Directors may, in its solediscretion, determine that the meeting shall not be held at any place, but may instead be held solely by means of remote communication asprovided under the Delaware General Corporation Law of the State of Delaware (the “ DGCL ”).

Section 5. Annual Meetings.

(a) The annual meeting of the stockholders of the corporation, for the purpose of election of directors and for such otherbusiness as may properly come before it, shall be held on such date and at such time as may be designated from time to time by the Board ofDirectors. Nominations of persons for election to the Board of Directors of the corporation and the proposal of business to be considered by thestockholders may be made at an annual meeting of stockholders: (i) pursuant to the corporation’s notice of meeting of stockholders (with respectto

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business other than nominations); (ii) brought specifically by or at the direction of the Board of Directors; or (iii) by any stockholder of thecorporation who was a stockholder of record at the time of giving the stockholder’s notice provided for in Section 5(b) below, who is entitled tovote at the meeting and who complied with the notice procedures set forth in this Section 5. For the avoidance of doubt, clause (iii) above shall bethe exclusive means for a stockholder to make nominations and submit other business (other than matters properly included in the corporation’snotice of meeting of stockholders and proxy statement under Rule 14a-8 under the Securities Exchange Act of 1934, as amended, and the rules andregulations thereunder (the “ 1934 Act ”)) before an annual meeting of stockholders.

(b) At an annual meeting of stockholders, only such business shall be conducted as is a proper matter for stockholder

action under Delaware law and as shall have been properly brought before the meeting.

(1) For nominations for the election to the Board of Directors to be properly brought before an annual meetingby a stockholder pursuant to clause (iii) of Section 5(a) of these Bylaws, the stockholder must deliver written notice to the Secretary at theprincipal executive offices of the corporation on a timely basis as set forth in Section 5(b)(3) and must update and supplement such written noticeon a timely basis as set forth in Section 5(c). Such stockholder’s notice shall set forth: (A) as to each nominee such stockholder proposes tonominate at the meeting: (1) the name, age, business address and residence address of such nominee, (2) the principal occupation or employmentof such nominee, (3) the class and number of shares of each class of capital stock of the corporation which are owned of record and beneficiallyby such nominee, (4) the date or dates on which such shares were acquired and the investment intent of such acquisition and (5) such otherinformation concerning such nominee as would be required to be disclosed in a proxy statement soliciting proxies for the election of suchnominee as a director in an election contest (even if an election contest is not involved), or that is otherwise required to be disclosed pursuant toSection 14 of the 1934 Act and the rules and regulations promulgated thereunder (including such person’s written consent to being named as anominee and to serving as a director if elected); and (B) the information required by Section 5(b)(4). The corporation may require any proposednominee to furnish such other information as it may reasonably require to determine the eligibility of such proposed nominee to serve as anindependent director of the corporation or that could be material to a reasonable stockholder’s understanding of the independence, or lackthereof, of such proposed nominee.

(2) Other than proposals sought to be included in the corporation’s proxy materials pursuant to Rule 14a-8

under the 1934 Act, for business other than nominations for the election to the Board of Directors to be properly brought before an annualmeeting by a stockholder pursuant to clause (iii) of Section 5(a) of these Bylaws, the stockholder must deliver written notice to the Secretary atthe principal executive offices of the corporation on a timely basis as set forth in Section 5(b)(3), and must update and supplement such writtennotice on a timely basis as set forth in Section 5(c). Such stockholder’s notice shall set forth: (A) as to each matter such stockholder proposes tobring before the meeting, a brief description of the business desired to be brought before the meeting, the reasons for conducting such businessat the meeting, and any material interest (including any anticipated benefit of such business to any Proponent (as defined below) other thansolely as a result of its ownership of the corporation’s capital stock, that is material to any Proponent individually, or to the Proponents in the

2

aggregate) in such business of any Proponent; and (B) the information required by Section 5(b)(4).

(3) To be timely, the written notice required by Section 5(b)(1) or 5(b)(2) must be received by the Secretary at theprincipal executive offices of the corporation not later than the close of business on the ninetieth (90 ) day nor earlier than the close of businesson the one hundred twentieth (120 ) day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that, subjectto the last sentence of this Section 5(b)(3), in the event that the date of the annual meeting is advanced more than twenty-five (25) days prior to ordelayed by more than twenty-five (25) days after the anniversary of the preceding year’s annual meeting, notice by the stockholder to be timelymust be so received not earlier than the close of business on the one hundred twentieth (120 ) day prior to such annual meeting and not laterthan the close of business on the later of the ninetieth (90 ) day prior to such annual meeting or the tenth (10 ) day following the day on whichpublic announcement of the date of such meeting is first made. In no event shall an adjournment or a postponement of an annual meeting forwhich notice has been given, or the public announcement thereof has been made, commence a new time period for the giving of a stockholder’snotice as described above.

(4) The written notice required by Section 5(b)(1) or 5(b)(2) shall also set forth, as of the date of the notice and

as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination or proposal is made (each, a “ Proponent

” and collectively, the “ Proponents ”): (A) the name and address of each Proponent, as they appear on the corporation’s books; (B) the class,

series and number of shares of the corporation that are owned beneficially and of record by each Proponent; (C) a description of any agreement,arrangement or understanding (whether oral or in writing) with respect to such nomination or proposal between or among any Proponent and anyof its affiliates or associates, and any others (including their names) acting in concert, or otherwise under the agreement, arrangement orunderstanding, with any of the foregoing; (D) a representation that the Proponents are holders of record or beneficial owners, as the case may be,of shares of the corporation entitled to vote at the meeting and intend to appear in person or by proxy at the meeting to nominate the person orpersons specified in the notice (with respect to a notice under Section 5(b)(1)) or to propose the business that is specified in the notice (withrespect to a notice under Section 5(b)(2)); (E) a representation as to whether the Proponents intend to deliver a proxy statement and form of proxyto holders of a sufficient number of holders of the corporation’s voting shares to elect such nominee or nominees (with respect to a notice underSection 5(b)(1)) or to carry such proposal (with respect to a notice under Section 5(b)(2)); (F) to the extent known by any Proponent, the name and

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address of any other stockholder supporting the proposal on the date of such stockholder’s notice; (G) a description of all DerivativeTransactions (as defined below) by each Proponent during the previous twelve (12) month period, including the date of the transactions and theclass, series and number of securities involved in, and the material economic terms of, such Derivative Transactions; (H) a representation andagreement that such Proponent (1) is not and will not become a party to any agreement, arrangement or understanding with, and has not givenany commitment or assurance to, any person or entity as to how such person, if elected as a director of the corporation, will act or vote on anyissue or question, (2) is not and will not become a party to any agreement, arrangement or understanding with any person or entity other than thecorporation with respect to any direct or indirect compensation, reimbursement or indemnification in connection with service or action as adirector of the corporation that has not

3

been disclosed to the corporation in such representation and agreement and (3) in such person’s individual capacity, would be in compliance, ifelected as a director of the corporation, and will comply with, all applicable publicly disclosed confidentiality, corporate governance, conflict ofinterest, Regulation FD, code of conduct and ethics, and stock ownership and trading policies and guidelines of the corporation; and (I) any otherinformation relating to such person that would be required to be disclosed in a proxy statement or other filings required to be made in connectionwith solicitations of proxies for election of directors pursuant to Section 14 of the Exchange Act, and the rules and regulations promulgatedthereunder. For purposes of Sections 5 and 6, a “ Derivative Transaction ” means any agreement, arrangement, interest or understanding entered into by, or

on behalf or for the benefit of, any Proponent or any of its affiliates or associates, whether record or beneficial:

(w) the value of which is derived in whole or in part from the value of any class or series of shares or other securities of thecorporation, (x) which otherwise provides any direct or indirect opportunity to gain or share in any gain derived from a change in the value ofsecurities of the corporation, (y) the effect or intent of which is to mitigate loss, manage risk or benefit of security value or price changes, or (z) which provides the right to vote or increase or decrease the voting power of, such Proponent, or any of its affiliates orassociates, with respect to any securities of the corporation,

which agreement, arrangement, interest or understanding may include, without limitation, any option, warrant, debt position, note, bond,convertible security, swap, stock appreciation right, short position, profit interest, hedge, right to dividends, voting agreement, performance-related fee or arrangement to borrow or lend shares (whether or not subject to payment, settlement, exercise or conversion in any such class orseries), and any proportionate interest of such Proponent in the securities of the corporation held by any general or limited partnership, or anylimited liability company, of which such Proponent is, directly or indirectly, a general partner or managing member.

(c) A stockholder providing written notice required by Section 5(b)(1) or (2) shall update and supplement such notice inwriting, if necessary, so that the information provided or required to be provided in such notice is true and correct in all material respects as of(i) the record date for the meeting and (ii) the date that is five (5) business days prior to the meeting and, in the event of any adjournment orpostponement thereof, five (5) business days prior to such adjourned or postponed meeting. In the case of an update and supplement pursuantto clause (i) of this Section 5(c), such update and supplement shall be received by the Secretary at the principal executive offices of thecorporation not later than five (5) business days after the record date for the meeting. In the case of an update and supplement pursuant toclause (ii) of this Section 5(c), such update and supplement shall be received by the Secretary at the principal executive offices of the corporationnot later than two (2) business days prior to the date for the

4

meeting, and, in the event of any adjournment or postponement thereof, two (2) business days prior to such adjourned or postponed meeting.

(d) A person shall not be eligible for election or re-election as a director unless the person is nominated either inaccordance with clause (ii) of Section 5(a), or in accordance with clause (iii) of Section 5(a). Except as otherwise required by law, the chairman ofthe meeting shall have the power and duty to determine whether a nomination or any business proposed to be brought before the meeting wasmade, or proposed, as the case may be, in accordance with the procedures set forth in these Bylaws and, if any proposed nomination or businessis not in compliance with these Bylaws, or the Proponent does not act in accordance with the representations in Sections 5(b)(4)(D) and 5(b)(4)(E), to declare that such proposal or nomination shall not be presented for stockholder action at the meeting and shall be disregarded,notwithstanding that proxies in respect of such nominations or such business may have been solicited or received.

(e) Notwithstanding the foregoing provisions of this Section 5, in order to include information with respect to astockholder proposal in the proxy statement and form of proxy for a stockholders’ meeting, a stockholder must also comply with all applicablerequirements of the 1934 Act and the rules and regulations thereunder. Nothing in these Bylaws shall be deemed to affect any rights ofstockholders to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8 under the 1934 Act; provided,however, that any references in these Bylaws to the 1934 Act or the rules and regulations thereunder are not intended to and shall not limit therequirements applicable to proposals and/or nominations to be considered pursuant to Section 5(a)(iii) of these Bylaws.

(f) For purposes of Sections 5 and 6,

(1) “ public announcement ” shall mean disclosure in a press release reported by the Dow Jones News Service,

Associated Press or comparable national news service or in a document publicly filed by the corporation with the Securities and ExchangeCommission pursuant to Section 13, 14 or 15(d) of the 1934 Act; and

(2) “ affiliates ” and “ associates ” shall have the meanings set forth in Rule 405 under the Securities Act of

1933, as amended (the “ 1933 Act ”).

Section 6. Special Meetings.

(a) Special meetings of the stockholders of the corporation may be called, for any purpose as is a proper matter forstockholder action under Delaware law, by (i) the Chairman of the Board of Directors, or (ii) the Board of Directors pursuant to a resolutionadopted by a majority of the total number of authorized directors (whether or not there exist any vacancies in previously authorized directorshipsat the time any such resolution is presented to the Board of Directors for adoption).

(b) The Board of Directors shall determine the time and place, if any, of such special meeting. Upon determination of the

time and place, if any, of the meeting, the Secretary shall cause a notice of meeting to be given to the stockholders entitled to vote, in accordance 5

with the provisions of Section 7 of these Bylaws. No business may be transacted at such special meeting otherwise than specified in the notice ofmeeting.

(c) In no event shall an adjournment or a postponement of a special meeting for which notice has been given, or thepublic announcement thereof has been made, commence a new time period for the giving of a stockholder’s notice as described above.

(d) Notwithstanding the foregoing provisions of this Section 6, a stockholder must also comply with all applicable

requirements of the 1934 Act and the rules and regulations thereunder with respect to matters set forth in this Section 6. Nothing in these Bylawsshall be deemed to affect any rights of stockholders to request inclusion of proposals in the corporation’s proxy statement pursuant to Rule 14a-8under the 1934 Act; provided, however, that any references in these Bylaws to the 1934 Act or the rules and regulations thereunder are notintended to and shall not limit the requirements applicable to nominations for the election to the Board of Directors to be considered pursuant toSection 6(c) of these Bylaws.

Section 7. Notice Of Meetings. Except as otherwise provided by law, notice, given in writing or by electronic transmission, of

each meeting of stockholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each stockholderentitled to vote at such meeting, such notice to specify the place, if any, date and hour, in the case of special meetings, the purpose or purposesof the meeting, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in personand vote at any such meeting. If mailed, notice is deemed given when deposited in the U.S. mail, postage prepaid, directed to the stockholder atsuch stockholder’s address as it appears on the records of the corporation. Notice of the time, place, if any, and purpose of any meeting ofstockholders may be waived in writing, signed by the person entitled to notice thereof, or by electronic transmission by such person, eitherbefore or after such meeting, and will be waived by any stockholder by his, her or its attendance thereat in person, by remote communication, ifapplicable, or by proxy, except when the stockholder attends a meeting for the express purpose of objecting, at the beginning of the meeting, tothe transaction of any business because the meeting is not lawfully called or convened. Any stockholder so waiving notice of such meeting shallbe bound by the proceedings of any such meeting in all respects as if due notice thereof had been given.

Section 8. Quorum. At all meetings of stockholders, except where otherwise provided by statute or by the Certificate of

Incorporation, or by these Bylaws, the presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders ofa majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business. In the absence of aquorum, any meeting of stockholders may be adjourned, from time to time, either by the chairman of the meeting or by vote of the holders of amajority of the shares represented thereat, but no other business shall be transacted at such meeting. The stockholders present at a duly calledor convened meeting, at which a quorum is present, may continue to transact business until adjournment, notwithstanding the withdrawal ofenough stockholders to leave less than a quorum. Except as otherwise provided by statute or by applicable stock exchange rules, or by theCertificate of Incorporation or these Bylaws, in all matters other than the election of directors, the affirmative vote of the majority of shares

present in person, by remote communication, if applicable, or represented by proxy at the meeting and 6

entitled to vote generally on the subject matter shall be the act of the stockholders. Except as otherwise provided by statute, the Certificate ofIncorporation or these Bylaws, directors shall be elected by a plurality of the votes of the shares present in person, by remote communication, ifapplicable, or represented by proxy at the meeting and entitled to vote generally on the election of directors. Where a separate vote by a class orclasses or series is required, except where otherwise provided by the statute or by the Certificate of Incorporation or these Bylaws, a majority ofthe outstanding shares of such class or classes or series, present in person, by remote communication, if applicable, or represented by proxy dulyauthorized, shall constitute a quorum entitled to take action with respect to that vote on that matter. Except where otherwise provided by statuteor by the Certificate of Incorporation or these Bylaws, the affirmative vote of the majority (plurality, in the case of the election of directors) ofshares of such class or classes or series present in person, by remote communication, if applicable, or represented by proxy at the meeting shallbe the act of such class or classes or series.

Section 9. Adjournment And Notice Of Adjourned Meetings. Any meeting of stockholders, whether annual or special, may beadjourned from time to time either by the chairman of the meeting or by the vote of a majority of the shares present in person, by remotecommunication, if applicable, or represented by proxy at the meeting. When a meeting is adjourned to another time or place, if any, notice neednot be given of the adjourned meeting if the time and place, if any, thereof are announced at the meeting at which the adjournment is taken. Atthe adjourned meeting, the corporation may transact any business which might have been transacted at the original meeting. If the adjournmentis for more than thirty (30) days or if after the adjournment a new record date is fixed for the adjourned meeting, a notice of the adjourned meetingshall be given to each stockholder of record entitled to vote at the meeting.

Section 10. Voting Rights. For the purpose of determining those stockholders entitled to vote at any meeting of the

stockholders, except as otherwise provided by law, only persons in whose names shares stand on the stock records of the corporation on therecord date, as provided in Section 12 of these Bylaws, shall be entitled to vote at any meeting of stockholders. Every person entitled to voteshall have the right to do so either in person, by remote communication, if applicable, or by an agent or agents authorized by a proxy granted inaccordance with Delaware law. An agent so appointed need not be a stockholder. No proxy shall be voted after three (3) years from its date ofcreation unless the proxy provides for a longer period.

Section 11. Joint Owners Of Stock. If shares or other securities having voting power stand of record in the names of two (2) or

more persons, whether fiduciaries, members of a partnership, joint tenants, tenants in common, tenants by the entirety, or otherwise, or if two(2) or more persons have the same fiduciary relationship respecting the same shares, unless the Secretary is given written notice to the contraryand is furnished with a copy of the instrument or order appointing them or creating the relationship wherein it is so provided, their acts withrespect to voting shall have the following effect: (a) if only one (1) votes, his or her act binds all; (b) if more than one (1) votes, the act of themajority so voting binds all; (c) if more than one (1) votes, but the vote is evenly split on any particular matter, each faction may vote thesecurities in question proportionally, or may apply to the Delaware Court of Chancery for relief as provided in the DGCL, Section 217(b). If theinstrument filed with the Secretary shows that any such

7

tenancy is held in unequal interests, a majority or even-split for the purpose of subsection (c) shall be a majority or even-split in interest.

Section 12. List Of Stockholders. The Secretary shall prepare and make, at least ten (10) days before every meeting ofstockholders, a complete list of the stockholders entitled to vote at said meeting, arranged in alphabetical order, showing the address of eachstockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder,for any purpose germane to the meeting, (a) on a reasonably accessible electronic network, provided that the information required to gain accessto such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the corporation. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps toensure that such information is available only to stockholders of the corporation. The list shall be open to examination of any stockholder duringthe time of the meeting as provided by law. The stock ledger of the corporation shall be the only evidence as to who are the stockholders entitledto examine the stock ledger, the list required by this section or the books of the Corporation, or to vote in person or by proxy at any meeting ofthe stockholders.

Section 13. Action Without Meeting. Except as and to the extent provided in the Certificate of Incorporation, no action shall be

taken by the stockholders except at an annual or special meeting of stockholders called in accordance with these Bylaws, and no action shall betaken by the stockholders by written consent or by electronic transmission.

Section 14. Organization.

(a) At every meeting of stockholders, the Chairman of the Board of Directors, or, if a Chairman has not been appointed oris absent, the President, or, if the President is absent, a chairman of the meeting chosen by a majority in interest of the stockholders entitled tovote, present in person or by proxy, shall act as chairman. The Secretary, or, in his or her absence, an Assistant Secretary directed to do so bythe President, shall act as secretary of the meeting.

(b) The Board of Directors of the corporation shall be entitled to make such rules or regulations for the conduct of

meetings of stockholders as it shall deem necessary, appropriate or convenient. Subject to such rules and regulations of the Board of Directors, ifany, the chairman of the meeting shall have the right and authority to prescribe such rules, regulations and procedures and to do all such acts as,in the judgment of such chairman, are necessary, appropriate or convenient for the proper conduct of the meeting, including, without limitation,establishing an agenda or order of business for the meeting, rules and procedures for maintaining order at the meeting and the safety of thosepresent, limitations on participation in such meeting to stockholders of record of the corporation and their duly authorized and constituted proxiesand such other persons as the chairman shall permit, restrictions on entry to the meeting after the time fixed for the commencement thereof,limitations on the time allotted to questions or comments by participants and regulation of the opening and closing of the polls for balloting onmatters which are to be voted on by ballot. The date and time of the opening and closing of the polls for each matter upon which thestockholders will vote at the meeting shall be announced at the meeting. Unless and to the extent determined by the Board of Directors or the

8

chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with rules of parliamentary procedure.

(c) In advance of any meeting of the stockholders, the Board of Directors, by resolution, the Chairman or the Presidentshall appoint one or more inspectors to act at the meeting and make a written report thereof. One or more other persons may be designated asalternate inspectors to replace any inspector who fails to act. If no inspector or alternate is able to act at a meeting of the stockholders, thechairman of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by applicable law, inspectors maybe officers, employees or agents of the corporation. Each inspector, before entering upon the discharge of the duties of inspector, shall take andsign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. Theinspector shall have the duties prescribed by law and shall take charge of the polls and, when the vote is completed, shall make a certificate of theresult of the vote taken and of such other facts as may be required by applicable law.

ARTICLE IV

DIRECTORS

Section 15. Number And Term Of Office. The authorized number of directors of the corporation shall be fixed in accordance

with the Certificate of Incorporation. Directors need not be stockholders unless so required by the Certificate of Incorporation. Section 16. Powers. The powers of the corporation shall be exercised, its business conducted and its property controlled by the

Board of Directors, except as may be otherwise provided by statute or by the Certificate of Incorporation. Section 17. Classes of Directors. Subject to the rights of the holders of any series of Preferred Stock to elect additional directors

under specified circumstances, the directors shall be divided into three classes designated as Class I, Class II and Class III, respectively. TheBoard of Directors is authorized to assign members of the Board of Directors already in office to such classes at the time the classificationbecomes effective. Each class shall consist, as nearly as possible, of one-third of the total number of authorized directors. At the first annualmeeting of stockholders following the date of the filing of the Company’s Seventh Amended and Restated Certificate of Incorporation with theSecretary of State of the State of Delaware, the term of office of the Class I directors shall expire and Class I directors shall be elected for a full termof three years. At the second annual meeting of stockholders following the date of the filing of the Company’s Seventh Amended and RestatedCertificate of Incorporation with the Secretary of State of the State of Delaware, the term of office of the Class II directors shall expire and Class IIdirectors shall be elected for a full term of three years. At the third annual meeting of stockholders following the date of the filing of theCompany’s Seventh Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, the term of office ofthe Class III directors shall expire and Class III directors shall be elected for a full term of three years. At each succeeding annual meeting ofstockholders, directors shall be elected for a full term of three years to succeed the directors of the class whose terms expire at such annualmeeting. Notwithstanding the foregoing provisions of this section, each director shall serve until

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his or her successor is duly elected and qualified or until his or her earlier death, resignation or removal. No decrease in the number of directorsconstituting the Board of Directors shall shorten the term of any incumbent director. If the number of directors is changed, any increase ordecrease shall be apportioned among the classes so as to maintain the number of directors in each class as nearly equal as possible.

Section 18. Vacancies. Unless otherwise provided in the Certificate of Incorporation, and subject to the rights of the holders of

any series of Preferred Stock to elect directors under specified circumstances, any vacancies on the Board of Directors resulting from death,resignation, disqualification, removal or other causes, and any newly created directorships resulting from any increase in the number of directors,shall, unless the Board of Directors determines by resolution that any such vacancies or newly created directorships shall be filled by thestockholders, be filled only by the affirmative vote of a majority of the directors then in office, even though less than a quorum of the Board ofDirectors, or by a sole remaining director, and not by the stockholders. Any director elected or appointed in accordance with the precedingsentence shall hold office for the remainder of the full term of the director for which the vacancy was created or occurred and until such director’ssuccessor shall have been elected and qualified or for the remaining term of the directors of the class to which such director was added. Notwithstanding the foregoing, whenever the holders of any one or more classes of Preferred Stock shall have the right, voting separately byclass or series, to elect directors at an annual or special meeting of stockholders, such directors so elected shall not be divided into classespursuant to this Section 18 unless expressly provided by the terms of the Preferred Stock.

Section 19. Resignation. Any director may resign at any time by delivering his or her notice in writing or by electronic

transmission to the Secretary, such resignation to specify whether it will be effective at a particular time. If no such specification is made, it shallbe deemed effective at the time of delivery to the Secretary. When one or more directors shall resign from the Board of Directors, effective at afuture date, a majority of the directors then in office, including those who have so resigned, shall have power to fill such vacancy or vacancies,the vote thereon to take effect when such resignation or resignations shall become effective, and each Director so chosen shall hold office for theunexpired portion of the term of the Director whose place shall be vacated and until his or her successor shall have been duly elected andqualified.

Section 20. Removal.

(a) Subject to the Certificate of Incorporation, the rights of any holders of any series of Preferred Stock to elect additionaldirectors under specified circumstances, neither the Board of Directors nor any individual director may be removed without cause.

(b) Subject to the Certificate of Incorporation, any individual director or directors may be removed with cause by the

affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the voting power of all then-outstanding shares of capitalstock of the corporation entitled to vote generally at an election of directors.

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Section 21. Meetings.

(a) Regular Meetings. Unless otherwise restricted by the Certificate of Incorporation, regular meetings of the Board ofDirectors may be held at any time or date and at any place within or without the State of Delaware which has been designated by the Board ofDirectors and publicized among all directors, either orally or in writing, by telephone, including a voice-messaging system or other systemdesigned to record and communicate messages, facsimile, telegraph or telex, or by electronic mail or other electronic means. No further noticeshall be required for regular meetings of the Board of Directors.

(b) Special Meetings. Unless otherwise restricted by the Certificate of Incorporation, special meetings of the Board of

Directors may be held at any time and place within or without the State of Delaware whenever called by the Chairman of the Board, the ChiefExecutive Officer or a majority of the authorized number of directors.

(c) Meetings by Electronic Communications Equipment. Any member of the Board of Directors, or of any committee

thereof, may participate in a meeting by means of conference telephone or other communications equipment by means of which all personsparticipating in the meeting can hear each other, and participation in a meeting by such means shall constitute presence in person at suchmeeting.

(d) Notice of Special Meetings. Notice of the time and place of all special meetings of the Board of Directors shall be

orally or in writing, by telephone, including a voice messaging system or other system or technology designed to record and communicatemessages, facsimile, telegraph or telex, or by electronic mail or other electronic means, during normal business hours, at least twenty-four (24)hours before the date and time of the meeting. If notice is sent by US mail, it shall be sent by first class mail, charges prepaid, at least three (3)days before the date of the meeting. Notice of any meeting may be waived in writing, or by electronic transmission, at any time before or after themeeting and will be waived by any director by attendance thereat, except when the director attends the meeting for the express purpose ofobjecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

(e) Waiver of Notice. The transaction of all business at any meeting of the Board of Directors, or any committee thereof,

however called or noticed, or wherever held, shall be as valid as though it had been transacted at a meeting duly held after regular call and notice,if a quorum be present and if, either before or after the meeting, each of the directors not present who did not receive notice shall sign a writtenwaiver of notice or shall waive notice by electronic transmission. All such waivers shall be filed with the corporate records or made a part of theminutes of the meeting.

Section 22. Quorum And Voting.

(a) Unless the Certificate of Incorporation requires a greater number, and except with respect to questions related toindemnification arising under Section 43 herein for which a quorum shall be one-third of the exact number of directors fixed from time to time, aquorum of the Board of Directors shall consist of a majority of the exact number of directors

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fixed from time to time by the Board of Directors in accordance with the Certificate of Incorporation; provided, however, at any meeting whether aquorum be present or otherwise, a majority of the directors present may adjourn from time to time until the time fixed for the next regular meetingof the Board of Directors, without notice other than by announcement at the meeting.

(b) At each meeting of the Board of Directors at which a quorum is present, all questions and business shall bedetermined by the affirmative vote of a majority of the directors present, unless a different vote be required by law, the Certificate of Incorporationor these Bylaws.

Section 23. Action Without Meeting. Unless otherwise restricted by the Certificate of Incorporation or these Bylaws, any action

required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if allmembers of the Board of Directors or committee, as the case may be, consent thereto in writing or by electronic transmission, and such writing orwritings or transmission or transmissions are filed with the minutes of proceedings of the Board of Directors or committee. Such filing shall be inpaper form if the minutes are maintained in paper form and shall be in electronic form if the minutes are maintained in electronic form.

Section 24. Fees And Compensation. Directors shall be entitled to such compensation for their services as may be approved by

the Board of Directors, including, if so approved, by resolution of the Board of Directors, a fixed sum and expenses of attendance, if any, forattendance at each regular or special meeting of the Board of Directors and at any meeting of a committee of the Board of Directors. Nothingherein contained shall be construed to preclude any director from serving the corporation in any other capacity as an officer, agent, employee, orotherwise and receiving compensation therefor.

Section 25. Committees.

(a) Executive Committee. The Board of Directors may appoint an Executive Committee to consist of one (1) or moremembers of the Board of Directors. The Executive Committee, to the extent permitted by law and provided in the resolution of the Board ofDirectors shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of thecorporation, and may authorize the seal of the corporation to be affixed to all papers which may require it; but no such committee shall have thepower or authority in reference to (i) approving or adopting, or recommending to the stockholders, any action or matter (other than the election orremoval of directors) expressly required by the DGCL to be submitted to stockholders for approval, or (ii) adopting, amending or repealing anyBylaw of the corporation.

(b) Other Committees. The Board of Directors may, from time to time, appoint such other committees as may be

permitted by law. Such other committees appointed by the Board of Directors shall consist of one (1) or more members of the Board of Directorsand shall have such powers and perform such duties as may be prescribed by the resolution or resolutions creating such committees, but in noevent shall any such committee have the powers denied to the Executive Committee in these Bylaws.

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(c) Term. The Board of Directors, subject to any requirements of any outstanding series of Preferred Stock and the

provisions of subsections (a) or (b) of this Section 25, may at any time increase or decrease the number of members of a committee or terminatethe existence of a committee. The membership of a committee member shall terminate on the date of his or her death or voluntary resignation fromthe committee or from the Board of Directors. The Board of Directors may at any time for any reason remove any individual committee memberand the Board of Directors may fill any committee vacancy created by death, resignation, removal or increase in the number of members of thecommittee. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent ordisqualified member at any meeting of the committee, and, in addition, in the absence or disqualification of any member of a committee, themember or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, mayunanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member.

(d) Meetings. Unless the Board of Directors shall otherwise provide, regular meetings of the Executive Committee or any

other committee appointed pursuant to this Section 25 shall be held at such times and places as are determined by the Board of Directors, or byany such committee, and when notice thereof has been given to each member of such committee, no further notice of such regular meetings needbe given thereafter. Special meetings of any such committee may be held at any place which has been determined from time to time by such

committee, and may be called by any director who is a member of such committee, upon notice to the members of such committee of the time andplace of such special meeting given in the manner provided for the giving of notice to members of the Board of Directors of the time and place ofspecial meetings of the Board of Directors. Notice of any special meeting of any committee may be waived in writing or by electronic transmissionat any time before or after the meeting and will be waived by any director by attendance thereat, except when the director attends such specialmeeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is notlawfully called or convened. Unless otherwise provided by the Board of Directors in the resolutions authorizing the creation of the committee, amajority of the authorized number of members of any such committee shall constitute a quorum for the transaction of business, and the act of amajority of those present at any meeting at which a quorum is present shall be the act of such committee.

Section 26. Organization. At every meeting of the directors and stockholders, the Chairman of the Board of Directors, or, if a

Chairman has not been appointed or is absent, the Chief Executive Officer (if a director), or, if a Chief Executive Officer is absent, the President (if adirector), or if the President is absent, the most senior Vice President (if a director), or, in the absence of any such person, a chairman of themeeting chosen by a majority of the directors present, shall preside over the meeting. The Secretary, or in his or her absence, any AssistantSecretary or other officer or director directed to do so by the President, shall act as secretary of the meeting. The Chairman of the Board ofDirectors shall also perform such other duties and have such other powers, as the Board of Directors shall designate from time to time.

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ARTICLE V

OFFICERS

Section 27. Officers Designated. The officers of the corporation shall include, if and when designated by the Board of Directors,

the Chairman of the Board of Directors (provided that notwithstanding anything to the contrary contained in these Bylaws, the Chairman of theBoard of Directors shall not be deemed an officer of the corporation unless so designated by the Board of Directors), the Chief Executive Officer,the President, one or more Vice Presidents, the Secretary, the Chief Financial Officer and the Treasurer. The Board of Directors may also appointone or more Assistant Secretaries and Assistant Treasurers and such other officers and agents with such powers and duties as it shall deemnecessary. The Board of Directors may assign such additional titles to one or more of the officers as it shall deem appropriate. Any one personmay hold any number of offices of the corporation at any one time unless specifically prohibited therefrom by law. The salaries and othercompensation of the officers of the corporation shall be fixed by or in the manner designated by the Board of Directors.

Section 28. Tenure And Duties Of Officers.

(a) General. All officers shall hold office at the pleasure of the Board of Directors and until their successors shall havebeen duly elected and qualified, unless sooner removed. Any officer elected or appointed by the Board of Directors may be removed at any timeby the Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy may be filled by the Board of Directors.

(b) Duties of Chief Executive Officer. The Chief Executive Officer shall preside at all meetings of the stockholders and at

all meetings of the Board of Directors, unless the Chairman of the Board of Directors has been appointed and is present. Unless an officer hasbeen appointed Chief Executive Officer of the corporation, the President shall be the chief executive officer of the corporation and shall, subject tothe control of the Board of Directors, have general supervision, direction and control of the business and officers of the corporation. To theextent that a Chief Executive Officer has been appointed and no President has been appointed, all references in these Bylaws to the Presidentshall be deemed references to the Chief Executive Officer. The Chief Executive Officer shall perform other duties commonly incident to the officeand shall also perform such other duties and have such other powers, as the Board of Directors shall designate from time to time.

(c) Duties of President. The President shall preside at all meetings of the stockholders and at all meetings of the Board

of Directors, unless the Chairman of the Board of Directors or the Chief Executive Officer has been appointed and is present. Unless anotherofficer has been appointed Chief Executive Officer of the corporation, the President shall be the chief executive officer of the corporation andshall, subject to the control of the Board of Directors, have general supervision, direction and control of the business and officers of thecorporation. The President shall perform other duties commonly incident to the office and shall also perform such other duties and have suchother powers, as the Board of Directors shall designate from time to time.

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(d) Duties of Vice Presidents. The Vice Presidents may assume and perform the duties of the President in the absence or

disability of the President or whenever the office of President is vacant. The Vice Presidents shall perform other duties commonly incident to theiroffice and shall also perform such other duties and have such other powers as the Board of Directors or the Chief Executive Officer, or, if the ChiefExecutive Officer has not been appointed or is absent, the President shall designate from time to time.

(e) Duties of Secretary. The Secretary shall attend all meetings of the stockholders and of the Board of Directors andshall record all acts and proceedings thereof in the minute book of the corporation. The Secretary shall give notice in conformity with theseBylaws of all meetings of the stockholders and of all meetings of the Board of Directors and any committee thereof requiring notice. TheSecretary shall perform all other duties provided for in these Bylaws and other duties commonly incident to the office and shall also perform suchother duties and have such other powers, as the Board of Directors shall designate from time to time. The President may direct any AssistantSecretary or other officer to assume and perform the duties of the Secretary in the absence or disability of the Secretary, and each AssistantSecretary shall perform other duties commonly incident to the office and shall also perform such other duties and have such other powers as theBoard of Directors or the President shall designate from time to time.

(f) Duties of Chief Financial Officer. The Chief Financial Officer shall keep or cause to be kept the books of account of

the corporation in a thorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as oftenas required by the Board of Directors or the President. The Chief Financial Officer, subject to the order of the Board of Directors, shall have thecustody of all funds and securities of the corporation. The Chief Financial Officer shall perform other duties commonly incident to the office andshall also perform such other duties and have such other powers as the Board of Directors or the President shall designate from time to time. Tothe extent that a Chief Financial Officer has been appointed and no Treasurer has been appointed, all references in these Bylaws to the Treasurershall be deemed references to the Chief Financial Officer. The President may direct the Treasurer, if any, or any Assistant Treasurer, or theController or any Assistant Controller to assume and perform the duties of the Chief Financial Officer in the absence or disability of the ChiefFinancial Officer, and each Treasurer and Assistant Treasurer and each Controller and Assistant Controller shall perform other duties commonlyincident to the office and shall also perform such other duties and have such other powers as the Board of Directors or the President shalldesignate from time to time.

(g) Duties of Treasurer. Unless another officer has been appointed Chief Financial Officer of the corporation, the

Treasurer shall be the chief financial officer of the corporation and shall keep or cause to be kept the books of account of the corporation in athorough and proper manner and shall render statements of the financial affairs of the corporation in such form and as often as required by theBoard of Directors or the President, and, subject to the order of the Board of Directors, shall have the custody of all funds and securities of thecorporation. The Treasurer shall perform other duties commonly incident to the office and shall also perform such other duties and have suchother powers as the Board of Directors or the President shall designate from time to time.

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Section 29. Delegation Of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer

to any other officer or agent, notwithstanding any provision hereof. Section 30. Resignations. Any officer may resign at any time by giving notice in writing or by electronic transmission to the

Board of Directors or to the President or to the Secretary. Any such resignation shall be effective when received by the person or persons towhom such notice is given, unless a later time is specified therein, in which event the resignation shall become effective at such later time. Unlessotherwise specified in such notice, the acceptance of any such resignation shall not be necessary to make it effective. Any resignation shall bewithout prejudice to the rights, if any, of the corporation under any contract with the resigning officer.

Section 31. Removal. Any officer may be removed from office at any time, either with or without cause, by the affirmative vote of

a majority of the directors in office at the time, or by the unanimous written consent of the directors in office at the time, or by any committee or bythe Chief Executive Officer or other superior officers upon whom such power of removal may have been conferred by the Board of Directors.

ARTICLE VI

EXECUTION OF CORPORATE INSTRUMENTS AND VOTING OF SECURITIES OWNED BY THE CORPORATION

Section 32. Execution Of Corporate Instruments. The Board of Directors may, in its discretion, determine the method and

designate the signatory officer or officers, or other person or persons, to execute on behalf of the corporation any corporate instrument ordocument, or to sign on behalf of the corporation the corporate name without limitation, or to enter into contracts on behalf of the corporation,except where otherwise provided by law or these Bylaws, and such execution or signature shall be binding upon the corporation.

All checks and drafts drawn on banks or other depositaries on funds to the credit of the corporation or in special accounts of the

corporation shall be signed by such person or persons as the Board of Directors shall authorize so to do. Unless authorized or ratified by the Board of Directors or within the agency power of an officer, no officer, agent or employee shall have

any power or authority to bind the corporation by any contract or engagement or to pledge its credit or to render it liable for any purpose or forany amount.

Section 33. Voting Of Securities Owned By The Corporation. All stock and other securities of other corporations owned or held

by the corporation for itself, or for other parties in any capacity, shall be voted, and all proxies with respect thereto shall be executed, by the

person authorized so to do by resolution of the Board of Directors, or, in the absence of such authorization, by the Chairman of the Board ofDirectors, the Chief Executive Officer, the President, or any Vice President.

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ARTICLE VII

SHARES OF STOCK

Section 34. Form And Execution Of Certificates. The shares of the corporation shall be represented by certificates, or shall be

uncertificated if so provided by resolution or resolutions of the Board of Directors. Certificates for the shares of stock, if any, shall be in suchform as is consistent with the Certificate of Incorporation and applicable law. Every holder of stock represented by certificate in the corporationshall be entitled to have a certificate signed by or in the name of the corporation by the Chairman of the Board of Directors, or the President orany Vice President and by the Treasurer or Assistant Treasurer or the Secretary or Assistant Secretary, certifying the number of shares owned byhim in the corporation. Any or all of the signatures on the certificate may be facsimiles. In case any officer, transfer agent, or registrar who hassigned or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent, or registrar beforesuch certificate is issued, it may be issued with the same effect as if he were such officer, transfer agent, or registrar at the date of issue.

Section 35. Lost Certificates. A new certificate or certificates shall be issued in place of any certificate or certificates theretofore

issued by the corporation alleged to have been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming thecertificate of stock to be lost, stolen, or destroyed. The corporation may require, as a condition precedent to the issuance of a new certificate orcertificates, the owner of such lost, stolen, or destroyed certificate or certificates, or the owner’s legal representative, to agree to indemnify thecorporation in such manner as it shall require or to give the corporation a surety bond in such form and amount as it may direct as indemnityagainst any claim that may be made against the corporation with respect to the certificate alleged to have been lost, stolen, or destroyed.

Section 36. Transfers.

(a) Transfers of record of shares of stock of the corporation shall be made only upon its books by the holders thereof, inperson or by attorney duly authorized, and, in the case of stock represented by certificate, upon the surrender of a properly endorsed certificateor certificates for a like number of shares.

(b) The corporation shall have power to enter into and perform any agreement with any number of stockholders of any

one or more classes of stock of the corporation to restrict the transfer of shares of stock of the corporation of any one or more classes owned bysuch stockholders in any manner not prohibited by the DGCL.

Section 37. Fixing Record Dates.

(a) In order that the corporation may determine the stockholders entitled to notice of or to vote at any meeting ofstockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon whichthe resolution fixing the record date is adopted by the Board of Directors, and which record date shall, subject to applicable law, not be more thansixty (60) nor less than ten (10) days before the date of such meeting. If no record date is fixed by the Board of Directors, the record date for

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determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the day next precedingthe day on which notice is given, or if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of or to vote at a meeting of stockholders shall apply to any adjournment of themeeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting.

(b) In order that the corporation may determine the stockholders entitled to receive payment of any dividend or otherdistribution or allotment of any rights or the stockholders entitled to exercise any rights in respect of any change, conversion or exchange ofstock, or for the purpose of any other lawful action, the Board of Directors may fix, in advance, a record date, which record date shall not precedethe date upon which the resolution fixing the record date is adopted, and which record date shall be not more than sixty (60) days prior to suchaction. If no record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the dayon which the Board of Directors adopts the resolution relating thereto.

Section 38. Registered Stockholders. The corporation shall be entitled to recognize the exclusive right of a person registered on

its books as the owner of shares to receive dividends, and to vote as such owner, and shall not be bound to recognize any equitable or otherclaim to or interest in such share or shares on the part of any other person whether or not it shall have express or other notice thereof, except asotherwise provided by the laws of Delaware.

ARTICLE VIII

OTHER SECURITIES OF THE CORPORATION

Section 39. Execution Of Other Securities. All bonds, debentures and other corporate securities of the corporation, other than

stock certificates (covered in Section 34), may be signed by the Chairman of the Board of Directors, the President or any Vice President, or suchother person as may be authorized by the Board of Directors, and the corporate seal impressed thereon or a facsimile of such seal imprintedthereon and attested by the signature of the Secretary or an Assistant Secretary, or the Chief Financial Officer or Treasurer or an AssistantTreasurer; provided, however, that where any such bond, debenture or other corporate security shall be authenticated by the manual signature,or where permissible facsimile signature, of a trustee under an indenture pursuant to which such bond, debenture or other corporate security shallbe issued, the signatures of the persons signing and attesting the corporate seal on such bond, debenture or other corporate security may be theimprinted facsimile of the signatures of such persons. Interest coupons appertaining to any such bond, debenture or other corporate security,authenticated by a trustee as aforesaid, shall be signed by the Treasurer or an Assistant Treasurer of the corporation or such other person as maybe authorized by the Board of Directors, or bear imprinted thereon the facsimile signature of such person. In case any officer who shall havesigned or attested any bond, debenture or other corporate security, or whose facsimile signature shall appear thereon or on any such interestcoupon, shall have ceased to be such officer before the bond, debenture or other corporate security so signed or attested shall have beendelivered, such bond, debenture or other corporate security nevertheless may be adopted by the corporation and issued and delivered as thoughthe person who signed the same

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or whose facsimile signature shall have been used thereon had not ceased to be such officer of the corporation.

ARTICLE IX

DIVIDENDS

Section 40. Declaration Of Dividends. Dividends upon the capital stock of the corporation, subject to the provisions of theCertificate of Incorporation and applicable law, if any, may be declared by the Board of Directors pursuant to law at any regular or special meetingor by means of a unanimous written consent of the directors in office at the time. Dividends may be paid in cash, in property, or in shares of thecapital stock, subject to the provisions of the Certificate of Incorporation and applicable law.

Section 41. Dividend Reserve. Before payment of any dividend, there may be set aside out of any funds of the corporation

available for dividends such sum or sums as the Board of Directors from time to time, in their absolute discretion, think proper as a reserve orreserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of the corporation, or for such otherpurpose as the Board of Directors shall think conducive to the interests of the corporation, and the Board of Directors may modify or abolish anysuch reserve in the manner in which it was created.

ARTICLE X

FISCAL YEAR

Section 42. Fiscal Year. The fiscal year of the corporation shall be fixed by resolution of the Board of Directors.

ARTICLE XI

INDEMNIFICATION

Section 43. Indemnification Of Directors, Officers, Employees And Other Agents.

(a) Directors. The corporation shall indemnify its directors to the fullest extent not prohibited by the DGCL or any otherapplicable law; provided, however, that the corporation may modify the extent of such indemnification by individual contracts with its directors;and, provided, further, that the corporation shall not be required to indemnify any director in connection with any proceeding (or part thereof)initiated by such person unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Boardof Directors of the corporation, (iii) such indemnification is provided by the corporation, in its sole discretion, pursuant to the powers vested inthe corporation under the DGCL or any other applicable law or (iv) such indemnification is required to be made under subsection (d).

(b) Officers, Employees and Other Agents. The corporation shall have power to indemnify its officers, employees and

other agents as set forth in the DGCL or any

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other applicable law. The Board of Directors shall have the power to delegate the determination of whether indemnification shall be given to anysuch person to such officers or other persons as the Board of Directors shall determine.

(c) Expenses. The corporation shall advance to any person who was or is a party or is threatened to be made a party toany threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact thathe is or was a director of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation,partnership, joint venture, trust or other enterprise, prior to the final disposition of the proceeding, promptly following request therefor, allexpenses incurred by any director in connection with such proceeding; provided, however , that an advancement of expenses incurred by adirector in his or her capacity as a director (and not in any other capacity in which service was or is rendered by such indemnitee, including,without limitation, service to an employee benefit plan) shall be made only upon delivery to the corporation of an undertaking, by or on behalf ofsuch indemnitee, to repay all amounts so advanced if it shall ultimately be determined by final judicial decision from which there is no further rightto appeal that such indemnitee is not entitled to be indemnified for such expenses under this section or otherwise. The corporation may alsoprovide the foregoing advancement of expenses upon delivery of an undertaking to any officer, employee or agent who is providedindemnification in accordance with Section 43(b) above.

(d) Enforcement. Without the necessity of entering into an express contract, all rights to indemnification and advances

to directors under this Bylaw shall be deemed to be contractual rights and be effective to the same extent and as if provided for in a contractbetween the corporation and the director. Any right to indemnification or advances granted by this Bylaw to a director shall be enforceable by oron behalf of the person holding such right in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in wholeor in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. To the extent permitted by law, the claimant insuch enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting the claim. In connectionwith any claim for indemnification, the corporation shall be entitled to raise as a defense to any such action that the claimant has not met thestandards of conduct that make it permissible under the DGCL or any other applicable law for the corporation to indemnify the claimant for theamount claimed. Neither the failure of the corporation (including its Board of Directors, independent legal counsel or its stockholders) to havemade a determination prior to the commencement of such action that indemnification of the claimant is proper in the circumstances because thedirector has met the applicable standard of conduct set forth in the DGCL or any other applicable law, nor an actual determination by thecorporation (including its Board of Directors, independent legal counsel or its stockholders) that the claimant has not met such applicablestandard of conduct, shall be a defense to the action or create a presumption that claimant has not met the applicable standard of conduct. In anysuit brought by a director to enforce a right to indemnification or to an advancement of expenses hereunder, the burden of proving that thedirector is not entitled to be indemnified, or to such advancement of expenses, under this section or otherwise shall be on the corporation.

(e) Non-Exclusivity of Rights. The rights conferred on any person by this Bylaw shall not be exclusive of any other right

which such person may have or hereafter acquire

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under any applicable statute, provision of the Certificate of Incorporation, Bylaws, agreement, vote of stockholders or disinterested directors orotherwise, both as to action in his or her official capacity and as to action in another capacity while holding office. The corporation is specificallyauthorized to enter into individual contracts with any or all of its directors, officers, employees or agents respecting indemnification andadvances, to the fullest extent not prohibited by the DGCL, or by any other applicable law.

(f) Survival of Rights. The rights conferred on any person by this Bylaw shall continue as to a person who has ceasedto be a director and shall inure to the benefit of the heirs, executors and administrators of such a person.

(g) Insurance. To the fullest extent permitted by the DGCL or any other applicable law, the corporation, upon approval

by the Board of Directors, may purchase insurance on behalf of any person required or permitted to be indemnified pursuant to this section. (h) Amendments. Any repeal or modification of this section shall only be prospective and shall not affect the rights

under this Bylaw in effect at the time of the alleged occurrence of any action or omission to act that is the cause of any proceeding against anyagent of the corporation.

(i) Saving Clause. If this Bylaw or any portion hereof shall be invalidated on any ground by any court of competent

jurisdiction, then the corporation shall nevertheless indemnify each director to the full extent not prohibited by any applicable portion of thissection that shall not have been invalidated, or by any other applicable law. If this section shall be invalid due to the application of theindemnification provisions of another jurisdiction, then the corporation shall indemnify each director to the full extent under any other applicablelaw.

(j) Certain Definitions. For the purposes of this Bylaw, the following definitions shall apply:

(1) The term “proceeding” shall be broadly construed and shall include, without limitation, the investigation,preparation, prosecution, defense, settlement, arbitration and appeal of, and the giving of testimony in, any threatened, pending or completedaction, suit or proceeding, whether civil, criminal, administrative or investigative.

(2) The term “expenses” shall be broadly construed and shall include, without limitation, court costs, attorneys’

fees, witness fees, fines, amounts paid in settlement or judgment and any other costs and expenses of any nature or kind incurred in connectionwith any proceeding.

(3) The term the “corporation” shall include, in addition to the resulting corporation, any constituent

corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued,would have had power and authority to indemnify its directors, officers, and employees or agents, so that any person who is or was a director,officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director,officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall stand in

21

the same position under the provisions of this section with respect to the resulting or surviving corporation as he would have with respect tosuch constituent corporation if its separate existence had continued.

(4) References to a “director,” “executive officer,” “officer,” “employee,” or “agent” of the corporation shallinclude, without limitation, situations where such person is serving at the request of the corporation as, respectively, a director, executive officer,officer, employee, trustee or agent of another corporation, partnership, joint venture, trust or other enterprise.

(5) References to “other enterprises” shall include employee benefit plans; references to “fines” shall include

any excise taxes assessed on a person with respect to an employee benefit plan; and references to “serving at the request of the corporation”shall include any service as a director, officer, employee or agent of the corporation which imposes duties on, or involves services by, suchdirector, officer, employee, or agent with respect to an employee benefit plan, its participants, or beneficiaries; and a person who acted in goodfaith and in a manner such person reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan shallbe deemed to have acted in a manner “not opposed to the best interests of the corporation” as referred to in this section.

ARTICLE XII

NOTICES

Section 44. Notices.

(a) Notice To Stockholders. Written notice to stockholders of stockholder meetings shall be given as provided inSection 7 herein. Without limiting the manner by which notice may otherwise be given effectively to stockholders under any agreement orcontract with such stockholder, and except as otherwise required by law, written notice to stockholders for purposes other than stockholdermeetings may be sent by U.S. mail or nationally recognized overnight courier, or by facsimile, telegraph or telex or by electronic mail or otherelectronic means.

(b) Notice To Directors. Any notice required to be given to any director may be given by the method stated in

subsection (a), as otherwise provided in these Bylaws, or by overnight delivery service, facsimile or email, except that such notice other than onewhich is delivered personally shall be sent to such address as such director shall have filed in writing with the Secretary, or, in the absence ofsuch filing, to the last known post office address of such director.

(c) Affidavit Of Mailing. An affidavit of mailing, executed by a duly authorized and competent employee of the

corporation or its transfer agent appointed with respect to the class of stock affected, or other agent, specifying the name and address or thenames and addresses of the stockholder or stockholders, or director or directors, to whom any such notice or notices was or were given, and thetime and method of giving the same, shall in the absence of fraud, be prima facie evidence of the facts therein contained.

22

(d) Methods of Notice. It shall not be necessary that the same method of giving notice be employed in respect of all

recipients of notice, but one permissible method may be employed in respect of any one or more, and any other permissible method or methodsmay be employed in respect of any other or others.

(e) Notice To Person With Whom Communication Is Unlawful. Whenever notice is required to be given, under any

provision of law or of the Certificate of Incorporation or Bylaws of the corporation, to any person with whom communication is unlawful, thegiving of such notice to such person shall not be required and there shall be no duty to apply to any governmental authority or agency for alicense or permit to give such notice to such person. Any action or meeting which shall be taken or held without notice to any such person withwhom communication is unlawful shall have the same force and effect as if such notice had been duly given. In the event that the action taken bythe corporation is such as to require the filing of a certificate under any provision of the DGCL, the certificate shall state, if such is the fact and ifnotice is required, that notice was given to all persons entitled to receive notice except such persons with whom communication is unlawful.

(f) Notice to Stockholders Sharing an Address. Except as otherwise prohibited under DGCL, any notice given under the

provisions of DGCL, the Certificate of Incorporation or the Bylaws shall be effective if given by a single written notice to stockholders who sharean address if consented to by the stockholders at that address to whom such notice is given. Such consent shall have been deemed to have beengiven if such stockholder fails to object in writing to the corporation within sixty (60) days of having been given notice by the corporation of itsintention to send the single notice. Any consent shall be revocable by the stockholder by written notice to the corporation.

ARTICLE XIII

AMENDMENTS

Section 45. Bylaw Amendments . Subject to the limitations set forth in Section 43(h) of these Bylaws or the provisions of the

Certificate of Incorporation, the Board of Directors is expressly empowered to adopt, amend or repeal the Bylaws of the corporation. Anyadoption, amendment or repeal of the Bylaws of the corporation by the Board of Directors shall require the approval of a majority of theauthorized number of directors. The stockholders also shall have power to adopt, amend or repeal the Bylaws of the corporation; provided ,however , that, in addition to any vote of the holders of any class or series of stock of the corporation required by law or by the Certificate ofIncorporation, such action by stockholders shall require the affirmative vote of the holders of at least sixty-six and two-thirds percent (66-2/3%) ofthe voting power of all of the then-outstanding shares of the capital stock of the corporation entitled to vote generally in the election of directors,voting together as a single class.

23

ARTICLE XIV

LOANS TO OFFICERS OR EMPLOYEES

Section 46. Loans To Officers Or Employees. Except as otherwise prohibited by applicable law, including the Sarbanes-Oxley

Act of 2002, t he corporation may lend money to, or guarantee any obligation of, or otherwise assist any officer or other employee of thecorporation or of its subsidiaries, including any officer or employee who is a director of the corporation or its subsidiaries, whenever, in thejudgment of the Board of Directors, such loan, guarantee or assistance may reasonably be expected to benefit the corporation. The loan,guarantee or other assistance may be with or without interest and may be unsecured, or secured in such manner as the Board of Directors shallapprove, including, without limitation, a pledge of shares of stock of the corporation. Nothing in these Bylaws shall be deemed to deny, limit orrestrict the powers of guaranty or warranty of the corporation at common law or under any statute.

24

Exhibit 4.2

T H I S C E R T I F I E S T H A T

I S T H E O W N E R O F

S E C R E T A R Y F U L L Y

P A I D A N D N O N -

A S S E S S A B L E S H A R E S

O F T H E C O M M O N

S T O C K , $ . 0 0 1 P A R

V A L U E P E R S H A R E , O F

C O U N T E R S I G N E D A N D

R E G I S T E R E D :

A M E R I C A N S T O C K

T R A N S F E R & T R U S T

C O M P A N Y , L L C

( B r o o k l y n , N Y )

T R A N S F E R A G E N T A N D

R E G I S T R A R B y :

A U T H O R I Z E D

S I G N A T U R E 2 U , I N C .

D a t e d : S E E R E V E R S E

F O R C E R T A I N

D E F I N I T I O N S C U S I P

9 0 2 1 4 J 1 0 1

I N C O R P O R A T E D U N D E R

T H E L A W S O F T H E

S T A T E O F D E L A W A R E

t r a n s f e r a b l e o n t h e

b o o k s o f t h e

C o r p o r a t i o n b y t h e

h o l d e r h e r e o f i n

p e r s o n o r b y d u l y

a u t h o r i z e d

A t t o r n e y , u p o n

s u r r e n d e r o f t h i s

C e r t i f i c a t e ,

p r o p e r l y e n d o r s e d .

T h i s C e r t i f i c a t e i s

n o t v a l i d u n t i l

c o u n t e r s i g n e d a n d

r e g i s t e r e d b y t h e

T r a n s f e r A g e n t a n d

R e g i s t r a r . W I T N E S S

t h e f a c s i m i l e

s i g n a t u r e s o f t h e

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a u t h o r i z e d

o f f i c e r s . C O M M O

N S T O C K

P R E S I D E N T 2 U , I N C .

U N I F G I F T M I N A C T –

C u s t o d i a n ( C u s t )

( M i n o r ) u n d e r

U n i f o r m G i f t s t o

M i n o r s A c t ( S t a t e )

T h e f o l l o w i n g

a b b r e v i a t i o n s , w h e n

u s e d i n t h e

i n s c r i p t i o n o n t h e

f a c e o f t h i s

c e r t i f i c a t e , s h a l l

b e c o n s t r u e d a s

t h o u g h t h e y w e r e

w r i t t e n o u t i n f u l l

a c c o r d i n g t o

a p p l i c a b l e l a w s o r

r e g u l a t i o n s : T E N

C O M T E N E N T J T T E N

a s t e n a n t s i n

c o m m o n a s t e n a n t s

b y t h e e n t i r e t i e s

a s j o i n t t e n a n t s

w i t h r i g h t o f

s u r v i v o r s h i p a n d

n o t a s t e n a n t s i n

c o m m o n A d d i t i o n a l

a b b r e v i a t i o n s m a y

a l s o b e u s e d t h o u g h

n o t i n t h e a b o v e

l i s t . – – – o f t h e

c o m m o n s t o c k

r e p r e s e n t e d b y t h e

w i t h i n C e r t i f i c a t e ,

a n d d o h e r e b y

i r r e v o c a b l y

c o n s t i t u t e a n d

a p p o i n t t o t r a n s f e r

t h e s a i d s t o c k o n

t h e b o o k s o f t h e

w i t h i n n a m e d

C o r p o r a t i o n w i t h

f u l l p o w e r o f

s u b s t i t u t i o n i n t h e

p r e m i s e s . D a t e d

F o r v a l u e r e c e i v e d ,

h e r e b y s e l l , a s s i g n

a n d t r a n s f e r u n t o

P L E A S E I N S E R T

S O C I A L S E C U R I T Y O R

O T H E R I D E N T I F Y I N G

N U M B E R O F A S S I G N E E

S h a r e s A t t o r n e y

P L E A S E P R I N T O R

T Y P E W R I T E N A M E

A N D A D D R E S S

I N C L U D I N G Z I P C O D E

O F A S S I G N E E

S I G N A T U R E ( S )

G U A R A N T E E D : T H E

S I G N A T U R E ( S ) M U S T

B E G U A R A N T E E D B Y A N

E L I G I B L E G U A R A N T O R

I N S T I T U T I O N ( B A N K S ,

S T O C K B R O K E R S ,

S A V I N G S A N D L O A N

A S S O C I A T I O N S A N D

C R E D I T U N I O N S W I T H

M E M B E R S H I P I N A N

A P P R O V E D S I G N A T U R E

G U A R A N T E E

M E D A L L I O N

P R O G R A M ) , P U R S U A N T

T O S . E . C . R U L E

1 7 A d - 1 5 . T H E

S I G N A T U R E T O T H I S

A S S I G N M E N T M U S T

C O R R E S P O N D W I T H

T H E N A M E A S

W R I T T E N U P O N T H E

F A C E O F T H E

C E R T I F I C A T E , I N

E V E R Y P A R T I C U L A R ,

W I T H O U T A L T E R A T I O N

O R E N L A R G E M E N T , O R

A N Y C H A N G E

W H A T S O E V E R .

N O T I C E : S h a r e s

A t t o r n e y

Exhibit 5.1

Brent B. Siler T: +1 703 456 8058 F: +1 703 456 8100 bsiler@cooley.com

VIA EDGAR

March 17, 2014 2U, Inc.8201 Corporate Drive, Suite 900Landover, MD 20785 Ladies and Gentlemen: We have represented 2U, Inc., a Delaware corporation (the “ Company ”), in connection with the filing by the Company of a Registration

Statement (No. 333-194079) on Form S-1 (the “ Registration Statement ”) with the Securities and Exchange Commission, including a related

prospectus filed with the Registration Statement (the “ Prospectus ”), covering an underwritten public offering of up to 10,551,250 shares of

common stock, which includes (i) up to 8,941,175 shares to be sold by the Company (the “ Company Shares ”), including 941,175 Company

Shares for which the underwriters have been granted an option to purchase, and (ii) up to 1,610,075 shares to be sold by certain sellingstockholders (the “ Selling Stockholder Shares ”), including 435,075 Selling Stockholder Shares for which the underwriters have been granted an

option to purchase. In connection with this opinion, we have examined and relied upon (a) the Registration Statement and related Prospectus, (b) the Company’s SixthAmended and Restated Certificate of Incorporation, as amended to date and as currently in effect, filed as Exhibit 3.1 to the RegistrationStatement, (c) the Company’s Second Amended and Restated Bylaws, as currently in effect, filed as Exhibit 3.3 to the Registration Statement,(d) the Company’s Seventh Amended and Restated Certificate of Incorporation, filed as Exhibit 3.2 to the Registration Statement, which will be ineffect upon the closing of the offering contemplated by the Registration Statement, (e) the Company’s Third Amended and Restated Bylaws, filedas Exhibit 3.4 to the Registration Statement, which will be in effect upon the closing of the offering contemplated by the Registration Statement,(f) a certificate executed by an officer of the Company to the effect that the consideration for the Selling Stockholder Shares that are issued andoutstanding was in fact received by the Company in accordance with the provisions of the applicable resolutions of the Company’s Board ofDirectors and any plan or agreement relating to the issuance of such shares and (g) the originals or copies certified to our satisfaction of suchrecords, documents, certificates, memoranda and other instruments as in our judgment are necessary or appropriate to enable us to render theopinion expressed below. We have assumed the genuineness and authenticity of all documents submitted to us as originals and the conformityto originals of all documents submitted to us as copies thereof. As to certain factual matters, we have relied upon a certificate of officers of theCompany and have not sought to independently verify such matters. Our opinion is expressed only with respect to the General Corporation Lawof the State of Delaware. On the basis of the foregoing, and in reliance thereon, we are of the opinion that the Company Shares and the Selling Stockholder Shares havebeen duly authorized by the Company; the Company Shares, when sold and issued in accordance with the Registration Statement and the relatedProspectus, will be validly issued, fully paid and non-assessable; and the Selling Stockholder Shares are validly issued, duly paid and non-assessable. We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Registration Statement and to thefiling of this opinion as an exhibit to the Registration Statement.

ONE FREEDOM SQUARE, RESTON TOWN CENTER, 11951 FREEDOM DRIVE, RESTON, VA 20190-5656 T: (703) 456-8000 F: (703) 456-8100 WWW.COOLEY.COM

Sincerely,

COOLEY LLP

By: /s/ Brent B. Siler

Brent B. Siler

2

Exhibit 10.2.1

SECOND ADDENDUM TO THEMASTER SERVICES AGREEMENT

ON BEHALF OF THE SCHOOL OF SOCIAL WORK

This Second Addendum to the Master Services Agreement on behalf of the School of Social Work (“Second Addendum”) is enteredinto by and between the University of Southern California, a California nonprofit educational institution (“USC”), on behalf of its School of SocialWork, and 2U, Inc. (f/k/a 2tor, Inc.), a Delaware corporation (“2U”), on March 14, 2014 (“Second Addendum Effective Date”). USC and 2U arereferred to collectively in this Second Addendum as the “parties” and individually as a “party.” The parties agree that capitalized terms notdefined herein shall have the respective meanings ascribed to such terms in the MSA (each as defined below).

WITNESSETH

WHEREAS, USC and 2U entered into a certain Master Services Agreement dated April 12, 2010 (including as modified by a certainAddendum to Master Services Agreement Regarding Turnitin Services dated July 22, 2011) (collectively, the “MSA”) for the provision of onlinedistance learning program(s); and

WHEREAS, USC, on behalf of its School of Social Work (“School”) and 2U entered into a certain Addendum to the Master Services

Agreement for School of Social Work dated April 12, 2010 (“SOWK Addendum”) regarding the delivery of an online Master of Social Workdegree program; and

WHEREAS, subsequent to the parties’ execution of the MSA and the SOWK Addendum, 2tor, Inc. changed its name to 2U, Inc., but,

notwithstanding the foregoing, 2U is the same legal entity and has the same rights, responsibilities and obligations (legal and otherwise) as 2tor,Inc., and the parties shall hereinafter refer to 2tor as 2U as a matter of convenience to the parties without otherwise affecting the rights,responsibilities or obligations of either party hereunder or otherwise; and

WHEREAS, USC, on behalf of the School, and 2U wish to commence offering an online Doctor of Social Work (“DSW”) degree program

on the same terms and conditions as set forth in the MSA and as set forth in this Second Addendum; NOW, THEREFORE, FOR DUE CONSIDERATION, THE RECEIPT OF WHICH IS HEREBY ACKNOWLEDGED, THE PARTIES AGREE

AS FOLLOWS:

1. All terms not defined herein shall have the same meaning as they do in the MSA.

2. To the extent any of the terms and conditions of this Second Addendum conflict with the terms and conditions of the MSAand/or the SOWK Addendum, the terms and conditions set forth herein shall prevail.

Confidential and Proprietary

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THEINFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS

EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 1

3. Beginning on the Second Addendum Effective Date, the parties shall develop and administer the DSW degree program on the

terms and conditions set forth in the MSA and as set forth herein. The parties agree that the following shall constitute the definitions and otherinformation applicable to the DSW degree program agreed upon by the parties via this Second Addendum, as referenced in the applicablesections of the MSA set forth below: Recitals

A) 1 Recital: The following shall constitute the “School” as set forth in the first recital of the Agreement: School ofSocial Work, with an address of Montgomery Ross Fisher Building, Los Angeles, CA 90089-0411.

B) 2 Recital: The following shall constitute the “Degree” to be offered by the School listed above as set forth in the

second recital of the Agreement: Doctor of Social Work (DSW).

1) 2U’s Services.

st

nd

D. Host Relationships . USC shall not require students to participate in Internships or Residencies as part of the DSW degree program. At

USC’s sole cost and expense, USC will require two 7 to 10 day ‘Institutes’ that all students will attend in their first and second year of theDSW degree program.

G. Program and Course Delivery and Support . 2U will provide support to USC faculty members, other instructional and technical

personnel, and students for the use of 2U technology and related required applications. I. Academic and Professional Certification . 2U is not required to assist USC in securing approval of the DSW Program as may be

necessary to enable graduates to satisfy the academic and related requirements for certification in California.

2) USC’s Services.

A) Recruiting . The Program will be branded as DSW@USC, and/or as otherwise mutually determined by USC and 2U. E) Curriculum Design . Date by which USC will set the Curriculum framework: to be mutually determined by USC and 2U in consideration of

the date of the Pilot Launch; Date on which USC will launch the Pilot: Fall, 2015, with specific Pilot Launch date in Fall, 2015 to bemutually determined by USC and 2U.

Confidential and Proprietary

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE

INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THISEXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.

2

F) Curriculum Production and Deployment .

i. Syllabi draft date for Pilot Launch courses: to be mutually determined by USC and 2U, but in any event, sufficiently in advance of thePilot Launch date. ii. Syllabi draft date for Program Launch courses: as shall be mutually determined by USC and 2U but in any event, sufficiently inadvance of the Program Launch date. iii. Syllabi draft date for Additional Courses Launch courses: as mutually determined by USC and 2U, but in any event, sufficiently inadvance of Additional Courses Launch date.

G. Program and Course Delivery and Support . USC will provide support to its faculty in teaching online, in the curriculum, and in othernecessary non-technical content.

3) Accounting:

A) End date for the first Fiscal Year of the Program : June 30, 2016. C) Finances . All Program Proceeds net of refunds actually granted by USC (“Net Program Proceeds”) shall be shared between USC and

2tor as follows:

i) 2U will be entitled to [***]% of the Net Program Proceeds, for its technology, production, marketing, technical support and otherservices.

ii) USC will be entitled to retain all remaining Net Program Proceeds for USC’s admissions, marketing, Curriculum development,

Program instruction, student evaluation, Program evaluation and other support of the Program.

4) C) Additional names . Additional names that USC grants to 2U the right to use: none. 5) Term and Termination.

A) Pilot and Program Launch . 2U shall produce up to forty-five (45) credits for the DSW Program as determined by USC, and each courseshall be worth three (3) credits. USC may include up to three (3) additional dissertation/capstone courses for which USC shall be solelyresponsible to create and produce.

i) The Pilot Launch will be in the Fall, 2015; it shall contain three (3) to four (4) courses as determined by USC. USC shall determine

the working titles of the courses in the Pilot Launch. The number of students in the initial Session shall not exceed two hundred(200).

ii) The Program Launch shall be on a date to be mutually determined by USC and 2U; it shall consist of a number of courses to be

reasonably determined by USC. USC shall determine the working titles of the courses in the Program Launch.

Confidential and Proprietary

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THEINFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS

EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 3

iii) The Additional Courses Launch will be on a date to be mutually determined by USC and 2U.

B) Initial Term . The initial term of this Second Addendum shall be deemed to have commenced on the Second Addendum Effective Dateand shall be coterminous with the initial term of the SOWK Addendum, subject to earlier termination or non-renewal of the MSA, theSOWK Addendum or this Second Addendum as set forth in Sections 5.C and 5.D of the MSA.

D) Automatic Renewal Terms . Subject to earlier termination as set forth in Section 5.C of the MSA, (i) this Second Addendum shall

automatically renew for successive 3-year terms (the “Renewal Terms”) upon the renewal of the SOWK Addendum, and (ii) this SecondAddendum shall automatically not renew upon the non-renewal of the SOWK Addendum. [***] shall be made on a schedule andotherwise in accordance with the terms of the Agreement.

10) Exclusivity .

(a)(ii): Date by which Program Proceeds received during prior Fiscal Year must equal or exceed designated amount: not applicable; amountthat Program Proceeds received during prior Fiscal Year must equal or exceed: not applicable.

[Language in addition to Section 10 of the Agreement] Assuming 2U is able to recruit a sufficient number of qualified applicants, USC agreesthat it shall permit up to 2,000 new student starts per Fiscal Year; at any time, it may raise this number to reflect increased capabilities(“Maximum Class Size”). However, if USC materially changes its admissions criteria, or if the number of new students starts in any FiscalYear is equal to or exceeds eighty percent (80%) of the Maximum Class Size, then, for the remainder of the contract term (and any renewals orextensions hereof), 2U may offer Competitive Program(s).

15) C) Address . Address for notice to USC to be delivered to (address and attention): University of Southern CaliforniaOffice of the General CounselAdministration 352Los Angeles, California 90089-5013

Confidential and Proprietary

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THEINFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS

EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 4

Address for notice to 2U to be delivered to (address and attention): 2U, Inc.8201 Corporate Drive, Suite 900Landover, MD 20785Facsimile: (301) 459-5890

Attention: General Counsel’s Office with a copy to: Michael R. Lincoln, EsquireCooley, LLPOne Freedom SquareReston Town Center11951 Freedom DriveReston, VA 20190-5601Facsimile: (703) 456-8100

THE UNIVERSITY OF SOUTHERN CALIFORNIA

2U, INC. By: /s/ Michael Quick

By: /s/ Christopher J. Paucek

Michael Quick

Christopher J. Paucek

Executive Vice President

Chief Executive Officer

Confidential and Proprietary

CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THEINFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS

EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. 5

Exhibit 10.13

2U, INC. RESTRICTED STOCK UNIT GRANT NOTICE

(2014 EQUITY INCENTIVE PLAN)

2U, Inc. (the “ Company ”), pursuant to Section 6(b) of the Company’s 2014 Equity Incentive Plan (the “ Plan ”), hereby awards to Participant a

Restricted Stock Unit Award for the number of shares of the Company’s Common Stock (“ Restricted Stock Units ”) set forth below (the “ Award

”). The Award is subject to all of the terms and conditions as set forth in this notice of grant (this “ Restricted Stock Unit Grant Notice ”) and in

the Plan and the Restricted Stock Unit Award Agreement (the “ Award Agreement ”), both of which are attached hereto and incorporated herein

in their entirety. Capitalized terms not otherwise defined herein shall have the meanings set forth in the Plan or the Award Agreement. In the eventof any conflict between the terms in the Award and the Plan, the terms of the Plan shall control.

Participant:Date of Grant:Grant Number:Vesting Commencement Date:Number of Restricted Stock Units/Shares:

Vesting Schedule:

The shares subject to the Award shall vest as follows: [ ]. Issuance Schedule:

Subject to any change on a Capitalization Adjustment, one share of Common Stock will be issued for each RestrictedStock Unit that vests at the time set forth in Section 6 of the Award Agreement.

Additional Terms/Acknowledgements: Participant acknowledges receipt of, and understands and agrees to, this Restricted Stock Unit GrantNotice, the Award Agreement and the Plan. Participant further acknowledges that as of the Date of Grant, this Restricted Stock Unit Grant Notice,the Award Agreement and the Plan set forth the entire understanding between Participant and the Company regarding the acquisition of theCommon Stock pursuant to the Award specified above and supersede all prior oral and written agreements on the terms of this Award with theexception, if applicable, of (i) the written employment agreement or offer letter agreement entered into between the Company and Participantspecifying the terms that should govern this specific Award, and (ii) any compensation recovery policy that is adopted by the Company or isotherwise required by applicable law. By accepting this Award, Participant acknowledges having received and read the Restricted Stock Unit Grant Notice, the Award Agreement andthe Plan and agrees to all of the terms and conditions set forth in these documents. Participant consents to receive Plan documents by electronicdelivery and to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third partydesignated by the Company.

Other Agreements:

2U, INC.

PARTICIPANT By:

Signature

Signature Title:

Date:

Date:

ATTACHMENTS : Award Agreement and 2014 Equity Incentive Plan

2U, INC.

2014 EQUITY INCENTIVE PLANRESTRICTED STOCK UNIT AWARD AGREEMENT

Pursuant to the Restricted Stock Unit Grant Notice (the “ Grant Notice ”) and this Restricted Stock Unit Award Agreement (the “

Agreement ”), 2U, Inc. (the “ Company ”) has awarded you (“ Participant ”) a Restricted Stock Unit Award (the “ Award ”) pursuant to

Section 6(b) of the Company’s 2014 Equity Incentive Plan (the “ Plan ”) for the number of Restricted Stock Units/shares indicated in the Grant

Notice. Capitalized terms not explicitly defined in this Agreement or the Grant Notice shall have the same meanings given to them in the Plan. Theterms of your Award, in addition to those set forth in the Grant Notice, are as follows.

1. GRANT OF THE AWARD. This Award represents the right to be issued on a future date one (1) share of Common Stock for

each Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 3 below) as indicated in theGrant Notice. As of the Date of Grant, the Company will credit to a bookkeeping account maintained by the Company for your benefit (the “Account ”) the number of Restricted Stock Units/shares of Common Stock subject to the Award. This Award was granted in consideration of

your services to the Company. 2. VESTING. Subject to the limitations contained herein, your Award will vest, if at all, in accordance with the vesting schedule

provided in the Grant Notice, provided that vesting will cease upon the termination of your Continuous Service. Upon such termination of yourContinuous Service, the Restricted Stock Units/shares of Common Stock credited to the Account that were not vested on the date of suchtermination will be forfeited at no cost to the Company and you will have no further right, title or interest in or to such underlying shares ofCommon Stock.

3. NUMBER OF SHARES. The number of Restricted Stock Units/shares subject to your Award may be adjusted from time to time

for Capitalization Adjustments, as provided in the Plan. Any additional Restricted Stock Units, shares, cash or other property that becomessubject to the Award pursuant to this Section 3, if any, shall be subject, in a manner determined by the Board, to the same forfeiture restrictions,restrictions on transferability, and time and manner of delivery as applicable to the other Restricted Stock Units and shares covered by yourAward. Notwithstanding the provisions of this Section 3, no fractional shares or rights for fractional shares of Common Stock shall be createdpursuant to this Section 3. Any fraction of a share will be rounded down to the nearest whole share.

4. SECURITIES LAW COMPLIANCE . You may not be issued any Common Stock under your Award unless the shares of

Common Stock underlying the Restricted Stock Units are either (i) then registered under the Securities Act, or (ii) the Company has determinedthat such issuance would be exempt from the registration requirements of the Securities Act. Your Award must also comply with other applicablelaws and regulations governing the Award, and you shall not receive such Common Stock if the Company determines that such receipt would notbe in material compliance with such laws and regulations.

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5. TRANSFER RESTRICTIONS . Prior to the time that shares of Common Stock have been delivered to you, you may not

transfer, pledge, sell or otherwise dispose of this Award or the shares issuable in respect of your Award, except as expressly provided in thisSection 5. For example, you may not use shares that may be issued in respect of your Restricted Stock Units as security for a loan.

(a) Death . Your Award is transferable by will and by the laws of descent and distribution. At your death, vesting of your

Award will cease and your executor or administrator of your estate shall be entitled to receive, on behalf of your estate, any Common Stock orother consideration that vested but was not issued before your death.

(b) Domestic Relations Orders. Upon receiving written permission from the Board or its duly authorized designee, and

provided that you and the designated transferee enter into transfer and other agreements required by the Company, you may transfer your rightto receive the distribution of Common Stock or other consideration hereunder, pursuant to a domestic relations order or marital settlementagreement that contains the information required by the Company to effectuate the transfer. You are encouraged to discuss the proposed terms ofany division of this Award with the Company General Counsel prior to finalizing the domestic relations order or marital settlement agreement toverify that you may make such transfer, and if so, to help ensure the required information is contained within the domestic relations order ormarital settlement agreement.

6. DATE OF ISSUANCE.

(a) The issuance of shares in respect of the Restricted Stock Units is intended to comply with Treasury RegulationsSection 1.409A-1(b)(4) and will be construed and administered in such a manner. Subject to the satisfaction of the withholding obligations setforth in this Agreement, in the event one or more Restricted Stock Units vests, the Company shall issue to you one (1) share of Common Stock foreach Restricted Stock Unit that vests on the applicable vesting date(s) (subject to any adjustment under Section 3 above). The issuance dates arethe vesting dates, adjusted as provided below (the issuance date is referred to as the “ Original Issuance Date. ”

(b) If the Original Issuance Date falls on a date that is not a business day, delivery shall instead occur on the next

following business day. In addition, if:

(i) the Original Issuance Date does not occur (1) during an “open window period” applicable to you, asdetermined by the Company in accordance with the Company’s then-effective policy on trading in Company securities, and (2) on a date when

you are otherwise permitted to sell shares of Common Stock on an established stock exchange or stock market, and (ii) either (1) Withholding Taxes do not apply, or (2) the Company decides, prior to the Original Issuance Date,

(A) not to satisfy the Withholding Taxes by withholding shares of Common Stock from the shares otherwise due, on the Original Issuance Date,to you under this Award, and (B) you do not elect to pay your Withholding Taxes in cash,

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then the shares that would otherwise be issued to you on the Original Issuance Date will not be delivered on such Original Issuance

Date and will instead be delivered on the first business day when you are not prohibited from selling shares of the Company’s Common Stock inthe open public market, but in no event later than December 31 of the calendar year in which the Original Issuance Date occurs (that is, the lastday of your taxable year in which the Original Issuance Date occurs), or, if and only if permitted in a manner that complies with TreasuryRegulations Section 1.409A-1(b)(4), no later than the date that is the 15th day of the third calendar month of the applicable year following the yearin which the shares of Common Stock under this Award are no longer subject to a “substantial risk of forfeiture” within the meaning of TreasuryRegulations Section 1.409A-1(d).

(c) The form of delivery ( e.g. , a stock certificate or electronic entry evidencing such shares) shall be determined by the

Company.

7. DIVIDENDS. You shall receive no benefit or adjustment to your Award with respect to any cash dividend, stock dividend orother distribution that does not result from a Capitalization Adjustment.

8. RESTRICTIVE LEGENDS. The shares of Common Stock issued under your Award shall be endorsed with appropriate legends

as determined by the Company. 9. EXECUTION OF DOCUMENTS. You hereby acknowledge and agree that the manner selected by the Company by which you

indicate your consent to your Grant Notice is also deemed to be your execution of your Grant Notice and of this Agreement. You further agreethat such manner of indicating consent may be relied upon as your signature for establishing your execution of any documents to be executed inthe future in connection with your Award.

10. AWARD NOT A SERVICE CONTRACT .

(a) Nothing in this Agreement (including, but not limited to, the vesting of your Award or the issuance of the sharessubject to your Award), the Plan or any covenant of good faith and fair dealing that may be found implicit in this Agreement or the Plan shall:(i) confer upon you any right to continue in the employ of, or affiliation with, the Company or an Affiliate; (ii) constitute any promise orcommitment by the Company or an Affiliate regarding the fact or nature of future positions, future work assignments, future compensation or anyother term or condition of employment or affiliation; (iii) confer any right or benefit under this Agreement or the Plan unless such right or benefithas specifically accrued under the terms of this Agreement or Plan; or (iv) deprive the Company of the right to terminate you at will and withoutregard to any future vesting opportunity that you may have.

(b) The Company has the right to reorganize, sell, spin-out or otherwise restructure one or more of its businesses or

Affiliates at any time or from time to time, as it deems appropriate (a “ reorganization ”). Such a reorganization could result in the termination of

your Continuous Service, or the termination of Affiliate status of your employer and the loss of benefits available to you under this Agreement,including but not limited to, the termination of the right to continue vesting in the Award. This Agreement, the Plan, the transactionscontemplated hereunder and the vesting schedule set forth herein or any covenant of good faith

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and fair dealing that may be found implicit in any of them do not constitute an express or implied promise of continued engagement as anemployee or consultant for the term of this Agreement, for any period, or at all, and shall not interfere in any way with the Company’s right toconduct a reorganization.

11. WITHHOLDING OBLIGATIONS.

(a) On each vesting date, and on or before the time you receive a distribution of the shares underlying your RestrictedStock Units, and at any other time as reasonably requested by the Company in accordance with applicable tax laws, you hereby authorize anyrequired withholding from the Common Stock issuable to you and/or otherwise agree to make adequate provision in cash for any sums required tosatisfy the federal, state, local and foreign tax withholding obligations of the Company or any Affiliate that arise in connection with your Award(the “ Withholding Taxes ”). Additionally, the Company or any Affiliate may, in its sole discretion, satisfy all or any portion of the Withholding

Taxes obligation relating to your Award by any of the following means or by a combination of such means: (i) withholding from anycompensation otherwise payable to you by the Company; (ii) causing you to tender a cash payment; (iii) permitting or requiring you to enter intoa “same day sale” commitment, if applicable, with a broker-dealer that is a member of the Financial Industry Regulatory Authority (a “ FINRA

Dealer ”) whereby you irrevocably elect to sell a portion of the shares to be delivered in connection with your Restricted Stock Units to satisfy

the Withholding Taxes and whereby the FINRA Dealer irrevocably commits to forward the proceeds necessary to satisfy the Withholding Taxesdirectly to the Company and/or its Affiliates; or (iv) withholding shares of Common Stock from the shares of Common Stock issued or otherwiseissuable to you in connection with the Award with a Fair Market Value (measured as of the date shares of Common Stock are issued to pursuantto Section 6) equal to the amount of such Withholding Taxes; provided , however , that the number of such shares of Common Stock so withheldwill not exceed the amount necessary to satisfy the Company’s required tax withholding obligations using the minimum statutory withholdingrates for federal, state, local and foreign tax purposes, including payroll taxes, that are applicable to supplemental taxable income; and provided ,further, that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such sharewithholding procedure will be subject to the express prior approval of the Company’s Compensation Committee.

(b) Unless the tax withholding obligations of the Company and/or any Affiliate are satisfied, the Company shall have no

obligation to deliver to you any Common Stock. (c) In the event the Company’s obligation to withhold arises prior to the delivery to you of Common Stock or it is

determined after the delivery of Common Stock to you that the amount of the Company’s withholding obligation was greater than the amountwithheld by the Company, you agree to indemnify and hold the Company harmless from any failure by the Company to withhold the properamount.

12. TAX CONSEQUENCES. The Company has no duty or obligation to minimize the tax consequences to you of this Award and

shall not be liable to you for any adverse tax consequences to you arising in connection with this Award. You are hereby advised to consult 4

with your own personal tax, financial and/or legal advisors regarding the tax consequences of this Award and by signing the Grant Notice, youhave agreed that you have done so or knowingly and voluntarily declined to do so. You understand that you (and not the Company) shall beresponsible for your own tax liability that may arise as a result of this investment or the transactions contemplated by this Agreement.

13. UNSECURED OBLIGATION. Your Award is unfunded, and as a holder of a vested Award, you shall be considered an

unsecured creditor of the Company with respect to the Company’s obligation, if any, to issue shares or other property pursuant to thisAgreement. You shall not have voting or any other rights as a stockholder of the Company with respect to the shares to be issued pursuant tothis Agreement until such shares are issued to you pursuant to Section 6 of this Agreement. Upon such issuance, you will obtain full voting andother rights as a stockholder of the Company. Nothing contained in this Agreement, and no action taken pursuant to its provisions, shall createor be construed to create a trust of any kind or a fiduciary relationship between you and the Company or any other person.

14. NOTICES . Any notice or request required or permitted hereunder shall be given in writing to each of the other parties hereto

and shall be deemed effectively given on the earlier of (i) the date of personal delivery, including delivery by express courier, or delivery viaelectronic means, or (ii) the date that is five (5) days after deposit in the United States Post Office (whether or not actually received by theaddressee), by registered or certified mail with postage and fees prepaid, addressed at the following addresses, or at such other address(es) as aparty may designate by ten (10) days’ advance written notice to each of the other parties hereto:

COMPANY:

2U, Inc.

Attn: Stock Administrator

8201 Corporate Drive, Suite 900

Landover, MD 20785 PARTICIPANT:

Your address as on file with the Company

at the time notice is given

15. HEADINGS . The headings of the Sections in this Agreement are inserted for convenience only and shall not be deemed toconstitute a part of this Agreement or to affect the meaning of this Agreement.

16. MISCELLANEOUS .

(a) The rights and obligations of the Company under your Award shall be transferable by the Company to any one ormore persons or entities, and all covenants and agreements hereunder shall inure to the benefit of, and be enforceable by, the Company’ssuccessors and assigns.

(b) You agree upon request to execute any further documents or instruments necessary or desirable in the sole

determination of the Company to carry out the purposes or intent of your Award. 5

(c) You acknowledge and agree that you have reviewed your Award in its entirety, have had an opportunity to obtain the

advice of counsel prior to executing and accepting your Award and fully understand all provisions of your Award. (d) This Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any

governmental agencies or national securities exchanges as may be required. (e) All obligations of the Company under the Plan and this Agreement shall be binding on any successor to the

Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all orsubstantially all of the business and/or assets of the Company.

17. GOVERNING PLAN DOCUMENT . Your Award is subject to all the provisions of the Plan, the provisions of which are hereby

made a part of your Award, and is further subject to all interpretations, amendments, rules and regulations which may from time to time bepromulgated and adopted pursuant to the Plan. Your Award (and any compensation paid or shares issued under your Award) is subject torecoupment in accordance with The Dodd—Frank Wall Street Reform and Consumer Protection Act and any implementing regulationsthereunder, any clawback policy adopted by the Company and any compensation recovery policy otherwise required by applicable law. Norecovery of compensation under such a clawback policy will be an event giving rise to a right to voluntarily terminate employment upon aresignation for “good reason,” or for a “constructive termination” or any similar term under any plan of or agreement with the Company.

18. EFFECT ON OTHER EMPLOYEE BENEFIT PLANS. The value of the Award subject to this Agreement shall not be included

as compensation, earnings, salaries, or other similar terms used when calculating benefits under any employee benefit plan (other than the Plan)sponsored by the Company or any Affiliate except as such plan otherwise expressly provides. The Company expressly reserves its rights toamend, modify, or terminate any or all of the employee benefit plans of the Company or any Affiliate.

19. CHOICE OF LAW. The interpretation, performance and enforcement of this Agreement shall be governed by the law of the

State of Delaware without regard to that state’s conflicts of laws rules. 20. SEVERABILITY . If all or any part of this Agreement or the Plan is declared by any court or governmental authority to be

unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of this Agreement or the Plan not declared to be unlawful orinvalid. Any Section of this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a mannerwhich will give effect to the terms of such Section or part of a Section to the fullest extent possible while remaining lawful and valid.

21. OTHER DOCUMENTS . You hereby acknowledge receipt or the right to receive a document providing the information required

by Rule 428(b)(1) promulgated under the Securities Act. In addition, you acknowledge receipt of the Company’s Insider Trading and TradingWindow Policy .

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22. AMENDMENT. This Agreement may not be modified, amended or terminated except by an instrument in writing, signed by you

and by a duly authorized representative of the Company. Notwithstanding the foregoing, this Agreement may be amended solely by the Board bya writing which specifically states that it is amending this Agreement, so long as a copy of such amendment is delivered to you, and providedthat, except as otherwise expressly provided in the Plan, no such amendment materially adversely affecting your rights hereunder may be madewithout your written consent. Without limiting the foregoing, the Board reserves the right to change, by written notice to you, the provisions ofthis Agreement in any way it may deem necessary or advisable to carry out the purpose of the Award as a result of any change in applicable lawsor regulations or any future law, regulation, ruling, or judicial decision, provided that any such change shall be applicable only to rights relating tothat portion of the Award which is then subject to restrictions as provided herein.

23. COMPLIANCE WITH SECTION 409A OF THE CODE . This Award is intended to comply with the “short-term deferral”

rule set forth in Treasury Regulation Section 1.409A-1(b)(4). Notwithstanding the foregoing, if it is determined that the Award fails to satisfy therequirements of the short-term deferral rule and is otherwise deferred compensation subject to Section 409A, and if you are a “SpecifiedEmployee” (within the meaning set forth in Section 409A(a)(2)(B)(i) of the Code) as of the date of your “separation from service” (within themeaning of Treasury Regulation Section 1.409A-1(h) and without regard to any alternative definition thereunder), then the issuance of any sharesthat would otherwise be made upon the date of the separation from service or within the first six (6) months thereafter will not be made on theoriginally scheduled date(s) and will instead be issued in a lump sum on the date that is six (6) months and one day after the date of the separationfrom service, with the balance of the shares issued thereafter in accordance with the original vesting and issuance schedule set forth above, but ifand only if such delay in the issuance of the shares is necessary to avoid the imposition of adverse taxation on you in respect of the shares underSection 409A of the Code. Each installment of shares that vests is intended to constitute a “separate payment” for purposes of Treasury

Regulation Section 1.409A-2(b)(2). 24. RESTRICTIONS ON TRANSFER OF COMMON STOCK.

(a) Lock-Up Period Following an IPO. If your Award was granted before the IPO Date, you agree that following receiptof the Common Stock underlying the RSUs, you will not sell, dispose of, transfer, make any short sale of, grant any option for the purchase of, orenter into any hedging or similar transaction with the same economic effect as a sale, any shares of Common Stock or other securities of theCompany held by you, for a period of one hundred eighty (180) days following the effective date of a registration statement of the Company filedunder the Securities Act or such longer period as is necessary to permit compliance with FINRA Rule 2711 or NYSE Member Rule 472 and similarrules and regulations (the “ Lock-Up Period ”); provided, however , that nothing contained in this section shall prevent the exercise of a

repurchase option, if any, in favor of the Company during the Lock-Up Period. You further agree to execute and deliver such other agreements asmay be reasonably requested by the Company and/or the underwriter(s) that are consistent with the foregoing or that are necessary to givefurther effect thereto. In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to yourshares of

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Common Stock until the end of such period. The underwriters of the Company’s stock are intended third-party beneficiaries of thisSection 24(a) and shall have the right, power and authority to enforce the provisions hereof as though they were a party hereto.

(b) Company Consent to Transfer of Common Stock. In addition to any other limitation on transfer created by applicable

securities laws or this Agreement, you may not sell, assign, pledge, or in any manner transfer, dispose of or encumber any of the shares ofCommon Stock (for purposes of this Section 24 and Section 25, the “ Shares ”) that are delivered to you pursuant to this Award, or any interest in

such Shares (any such sale, assignment, pledge, transfer, disposition or encumbrance, a “ Transfer ”), without the prior written consent of the

Company, upon duly authorized action of the Board. In the event such consent is given, the transferee, assignee, or other recipient will receiveand hold the Shares subject to the provisions of this Agreement, and there will be no further Transfer of such Shares except in accordance withthis Agreement. For clarity, the term “ Transfer ” will include any sale, assignment, encumbrance, hypothecation, pledge, conveyance in trust,

gift, transfer by bequest, devise or descent, or other transfer or disposition of any kind, including, but not limited to, transfers to receivers,levying creditors, trustees or receivers in bankruptcy proceedings or general assignees for the benefit of creditors, whether voluntary or byoperation of law, directly or indirectly, of any Shares. This requirement to obtain the consent of the Company to Transfer any Shares willterminate upon the IPO Date.

(c) Right of First Refusal. Provided that the Company has consented to a Transfer under Section 24(b) of this

Agreement (and subject to any other limitation on transfer created by applicable securities laws or this Agreement), you may not Transfer anyShares except by a Transfer that meets the following requirements:

(i) Notice of Proposed Transfer. If you desire to Transfer any of the Shares, then you must first give written

notice thereof to the Company. The notice will name the proposed transferee and state the number of Shares to be transferred, the proposedconsideration, and all other terms and conditions of the proposed Transfer.

(ii) Exercise of Right of First Refusal . For thirty (30) days following receipt of such notice, the Company will

have the option to purchase any or all of the Shares specified in the notice at the price (which price shall be calculated based upon the netproceeds received by you after reduction for any fees, commissions or similar payments or charges to any third party in connection with theTransfer, if any) and upon the terms and conditions set forth in such notice. If the price set forth in such notice includes consideration other thancash, the cash equivalent value of the non-cash consideration will be determined by the Board in good faith. In the event the Company elects topurchase any or all of the Shares, it will give written notice to you of its election and settlement for said Shares, as provided in Section 24(c)(iv) below.

(iii) Assignment. The Company may assign its rights under this Section 24(c). (iv) Payment . In the event the Company and/or its assignee(s) elect to acquire any of the Shares as specified in

the notice, the Company’s Secretary will so notify you and settlement thereof will be made in cash (by check), by cancellation of all or a portion ofany

8

outstanding indebtedness, or by any combination thereof within thirty (30) days after receipt of the notice or in the manner and at the times setforth in the notice.

(v) Right to Transfer . In the event (i) the Company and/or its assignees(s) do not elect to acquire all of theShares specified in your notice pursuant to this Section 24(c), and (ii) the Transfer otherwise complies with this Agreement, you may, within thesixty (60) day period following the expiration or waiver of the option rights granted to the Company and/or its assignees(s) herein, Transfer theShares specified in your notice that were not acquired by the Company and/or its assignees(s) as specified in such notice. In the case of anyTransfer, the transferee, assignee, or other recipient will receive and hold the Shares subject to the provisions of this Agreement, and there will beno further Transfer of such Shares except in accordance with this Agreement.

(vi) Termination of Rights . The foregoing right of first refusal will terminate upon the IPO Date.

25. RIGHT OF REPURCHASE.

(a) The Shares are subject to the right of repurchase described below. The Company’s right of repurchase will expire onthe IPO Date .

(b) The Company may elect (but is not obligated) to repurchase all or any part of the Shares (the Company’s “

Repurchase Right ”) upon a Repurchase Event. If, from time to time, there is any stock dividend, stock split or other change in the character or

amount of any of the outstanding shares of Common Stock that is subject to the provisions of this Agreement, then in such event any and allnew, substituted or additional securities to which you are entitled by reason of your ownership of the Shares will be immediately subject to theCompany’s Repurchase Right with the same force and effect as the Shares subject to the Company’s Repurchase Right immediately before suchevent.

(c) The Company’s Repurchase Right will be exercisable only within the six (6) month period following the termination of

your Continuous Service for any reason (the “ Repurchase Event ”), or the six (6) month period following the delivery of the Shares to you

pursuant to this Award (if the Shares are delivered to you more than six months after the termination of your Continuous Service), or such longerperiod as may be necessary to avoid the classification of the Award as a liability for financial accounting purposes, as determined by theCompany.

(d) The Company will exercise its Repurchase Right only for cash or cancellation of purchase money indebtedness for the

Shares and will give you written notice (by registered or certified mail) accompanied by payment for the Shares (if required) within six (6) monthsafter the Repurchase Event or within six (6) months after the date Shares are delivered to you pursuant to this Award, as applicable, or withinsuch longer period as may be necessary to avoid the classification of the Award as a liability for financial accounting purposes, as determined bythe Company.

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(e) The repurchase price will be equal to the Shares’ Fair Market Value on the date of repurchase, except in the case of

termination of your Continuous Service for Cause, in which case the Shares will be reacquired for no payment to you ( i.e ., the repurchase price is$0).

* * * * *

This Restricted Stock Unit Award Agreement shall be deemed to be signed by the Company and the Participant upon the signing by the

Participant of the Restricted Stock Unit Grant Notice to which it is attached.

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Exhibit 10.14

CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, WORK FOR HIRE, NONCOMPETE AND NO SOLICIT/NO HIRE AGREEMENT

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 East23 Street, 12 Floor, New York, NY 10010 (“ 2tor ”), and Chip Paucek (“ Employee ”).

R E C I T A L

2tor and Employee are engaged or shall become engaged in a business relationship whereby Employee shall be employed by

2tor and, in the course of fulfilling Employee’s duties to 2tor, be placed in a position of trust and exposed to and/or acquire and/or create certainconfidential and/or proprietary information (as defined and described below) of 2tor; and

Employee desires to promise, and 2tor desires to have Employee make certain promises, upon the terms and subject to the

conditions set forth herein;

NOW, THEREFORE, incorporating the above recital as though set forth below, intending to be legally bound hereby, and inexchange for good and valuable consideration, the parties agree as follows:

1. Engagement . To the extent that the terms of 2tor’s employment of Employee are set forth in any separate employment

agreement(s), this Agreement is hereby deemed incorporated therein. Notwithstanding, should any term of any separate agreement between 2torand Employee, including any employment agreement, and this Agreement conflict, the terms of this Agreement shall apply.

2. Confidential Information .

(a) Company Information . Employee agrees at all times during Employee’s employment with 2tor and thereafter,

to hold in strictest confidence, and not to use, except for the benefit of 2tor, or to disclose to any person or entity without written authorization of2tor’s Board of Directors, any Confidential Information of 2tor.

(b) “ Confidential Information ” shall mean any and all information, data or knowledge disclosed by 2tor to

Employee or learned by Employee about 2tor in connection with Employee’s employment with 2tor, or created or developed (in whole or in part)by Employee in the course of Employee’s employment with 2tor, whether written or oral, and if written, however produced or reproduced, whetheror not marked or specifically designated as confidential or proprietary, which is confidential or proprietary information of 2tor, treated asconfidential or proprietary by 2tor, or not generally known by non-2tor personnel. Confidential Information shall include, but not be limited to,client/customer lists (including but not limited to 2tor or USC student lists), prospective client/customer lists (including but not limited to 2tor orUSC prospective student lists), actual or prospective student personal information collected by 2tor and/or by USC, business plans, technicaldata, business and industry research, techniques,

1

trademarks, copyrights, processes, data compilations, concepts, “know-how,” finances and financial data, marketing and developmenttechniques, plans and materials, projections, operations, trade secrets, competitive advantages, legal and personnel practices and any other non-public information that, if used or disclosed to others by Employee, would cause competitive or other injury to 2tor. Confidential Informationshall also include any information which 2tor obtains from any third party (including but not limited to USC) that Employee knows or should knowconstitutes such third party’s confidential information. Confidential Information shall not include any of the foregoing items which have becomepublicly known and made generally available through no wrongful act of the Employee or of others who were under confidentiality obligations asto the item or items involved.

3. Inventions and Work for Hire .

(a) Inventions Retained and Licensed . Employee has attached hereto, as Exhibit A , a list describing all inventions,

original works of authorship, developments, improvements, and trade secrets which were made by Employee prior to the date hereof (collectivelyreferred to as “ Prior Inventions ”), which belong to Employee, which relate to 2tor’s proposed business, products, programs or research anddevelopment, and which Employee does not assign to 2tor hereunder; or, if no such list is attached, Employee represents that there are no suchPrior Inventions. If Employee incorporates into a 2tor product, process, method or service a Prior Invention owned by Employee or in whichEmployee has an interest, Employee hereby grants to 2tor and 2tor shall have a nonexclusive, royalty-free, irrevocable, perpetual and worldwidelicense to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process, method or service.

rd th

(b) Assignment of Inventions . Employee will promptly make full written disclosure to 2tor, will hold in trust for the soleright and benefit of 2tor, and hereby assigns to 2tor (and its successors and assigns), all of Employee’s right, title, and interest in and to any andall inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks or trade secrets,whether or not patentable or registrable under copyright or similar laws, which Employee may solely or jointly conceive or develop or reduce topractice, or cause to be conceived or developed or reduced to practice, during the period of Employee’s employment with 2tor (collectivelyreferred to as “ Inventions ”), except as provided in Section 3(f) below. Employee further acknowledges that all original works of authorshipwhich are made by Employee (solely or jointly with others) within the scope of and during the period of Employee’s employment with 2tor andwhich are protectible by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. Employee understandsand agrees that the decision whether or not to commercialize or market any invention developed by Employee solely or jointly with others iswithin 2tor’s sole discretion and for 2tor’s sole benefit and that no royalty will be due to Employee as a result of 2tor’s efforts to commercialize ormarket any such invention. Employee waives and quitclaims to 2tor any and all claims of any nature whatsoever that Employee now has orhereafter may have for infringement of any patent application, patent, or other intellectual property right relating to any Inventions.

(c) Maintenance of Records . Employee agrees to keep and maintain adequate and current written records of all

Inventions made by Employee (solely or jointly with others) 2

during the term of Employee’s employment with 2tor. The records will be in the form of notes, sketches, drawings, and any other format that maybe specified by 2tor. The records will be available to and remain the sole property of 2tor at all times.

(d) Patent and Copyright Registrations . Employee agrees to assist 2tor, or its designee, at 2tor’s expense, in every

proper way to secure 2tor’s rights in the Inventions and any copyrights, patents, or other intellectual property rights relating thereto in any andall countries, including the disclosure to 2tor of all pertinent information and data with respect thereto, the execution of all applications,specifications, oaths, assignments and all other instruments which 2tor shall deem necessary in order to apply for and obtain such rights and inorder to assign and convey to 2tor, its successors and assigns, the sole and exclusive right, title and interest in and to such Inventions, and anycopyrights, patents, or other intellectual property rights relating thereto. Employee further agrees that the obligation to execute or cause to beexecuted, when it is in Employee’s power to do so, any such instrument or papers shall continue after the termination, expiration or completion ofEmployee’s employment with 2tor for any reason. If 2tor is unable because of Employee’s mental or physical incapacity or for any other reason tosecure Employee’s signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations coveringInventions or original works of authorship assigned to 2tor as above, then Employee hereby irrevocably designates and appoints 2tor and itsduly authorized officers and agents as Employee’s agent and attorney in fact, to act for and in Employee’s behalf and stead to execute and fileany such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patent or copyright registrationsthereon with the same legal force and effect as if executed by Employee.

(e) Other Assignment . To the extent that any such writings or works of authorship by Employee are not, by operation of

law or otherwise, deemed works made for hire, Employee irrevocably assigns to 2tor the ownership of, and all rights (including but not limited tocopyright) in, such items, and 2tor shall have the right to obtain and hold in its own name all rights of copyrights, copyright registrations andsimilar protections that may be available with respect to any such writings or works.

(f) Exception to Assignments . Employee understands that the provision of this Agreement requiring assignment of

Inventions to 2tor does not apply to Inventions that the Employee developed or develops entirely on the Employee’s own time without using2tor’s equipment, supplies, facility or confidential or trade secret information unless those same Inventions relate to 2tor’s business or actual ordemonstrably anticipated research or development, or result from any work performed by the Employee for 2tor.

4. No Solicitation/No Hire of Employees . During Employee’s employment and for a period of one (1) year thereafter,

Employee shall not directly or indirectly solicit, induce or encourage any 2tor employee, who is employed on the date of termination ofEmployee’s employment or during the three (3) month period immediately prior to Employee’s termination of employment, to leave the employ of2tor, or to seek, obtain or accept employment with any person or entity other than 2tor. During Employee’s employment and for a period of six(6) months thereafter, Employee shall not directly or indirectly hire, employ, or cause to be employed, any 2tor employee, who is employed on thedate of termination of Employee’s

3

employment or during the three (3) month period immediately prior to Employee’s termination of employment.

5. Non-Compete . So long as Employee remains employed with 2tor, the Employee shall devote his full business time

and energies to the business affairs of 2tor, with the exception that he may serve of the Board of Directors of both non-profit and for-profitventures. Further, he shall use his best efforts, skill and abilities to promote 2tor’s interests, in accordance with guidelines, policies and objectives

reasonably established by 2tor’s Board of Directors. Employee further agrees that his services provided to 2tor are of a special, unique andintellectual character, and the Employee’s position with 2tor places him in a position of confidence and trust with the business, customers andemployees of 2tor and its affiliates. Accordingly, the Employee agrees during the term of his employment and for a period of six (6) monthsfollowing the expiration or termination of such employment (the “ Non-Compete Period ”), he shall not engage, in any capacity, in the business ofdeveloping or administering degree-granting distance learning higher education services without the advance written consent of 2tor’s Board ofDirectors; provided , however , that as a condition to Employee’s agreement not to compete with 2tor during the Non-Compete Period, he be paidan amount for that period at a rate equivalent to the highest salary earned during his employment with 2tor (which amount can be paid in a lumpsum at the beginning of the Non-Compete Period or over time in accordance with 2tor’s standard payroll practices).

6. Returning Company Documents . Employee agrees that immediately upon the termination of Employee’s employment

with 2tor, for any reason, Employee will deliver to 2tor (and will not keep in Employee’s possession, recreate or deliver to anyone else) any and alldevices, records, data, notes, reports, proposals, lists (specifically including but not limited to 2tor and/or USC customer lists), correspondence,specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned itemsdeveloped by Employee or otherwise belonging to 2tor, its successors, subsidiaries, parent or assigns, including, without limitation, thoserecords maintained pursuant to paragraph 3(c). In the event of the termination of the Employee’s engagement for any reason, Employee agrees tosign and deliver to 2tor, the “ Termination Certification ” attached hereto as Exhibit B .

7. Representations . Employee agrees to execute any proper oath or verify any proper document required to carry out

the terms of this Agreement. Employee represents that Employee’s performance of and under all the terms of this Agreement will not breach anyother agreement to keep in confidence proprietary information acquired by Employee in confidence or in trust prior to Employee’s engagementwith 2tor. Employee has not entered into, and Employee agrees not to enter into, any oral or written agreement in conflict herewith.

8. Voluntary Nature of Agreement . EMPLOYEE ACKNOWLEDGES AND AGREES THAT EMPLOYEE IS EXECUTING

THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE BY 2TOR OR ANYONE ELSE. EMPLOYEEFURTHER ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS CAREFULLY READ THIS AGREEMENT AND THAT EMPLOYEE HASASKED ANY QUESTIONS NEEDED TO UNDERSTAND THE TERMS, CONSEQUENCES AND BINDING EFFECT OF THIS AGREEMENT ANDFULLY UNDERSTAND IT. FINALLY, EMPLOYEE ACKNOWLEDGES TO HAVE BEEN PROVIDED AN OPPORTUNITY TO

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SEEK THE ADVICE OF AN ATTORNEY OF EMPLOYEE’S CHOICE BEFORE SIGNING THIS AGREEMENT.

9. General Provisions .

(a) Governing Law; Consent to Jurisdiction . This Agreement and any claim or dispute arising out of or related to this

Agreement or the transactions contemplated hereby, whether in contract, tort or otherwise, will be governed by and construed in accordance withthe laws in effect in the State of New York, without giving effect to its conflicts of law principles which would apply the laws of any otherjurisdiction. Each party irrevocably consents and agrees that any legal action, suit or proceeding against either of them arising out of, relating toor in connection with this Agreement or disputes relating hereto (whether for breach of contract, tortuous conduct or otherwise) will be broughtonly in the state or federal courts residing in the State of New York, New York County, and hereby irrevocably accepts and submits to theexclusive jurisdiction of the aforesaid courts, with respect to any such action, suit or proceeding.

(b) Entire Agreement . This Agreement sets forth the entire agreement and understanding between 2tor and Employee

relating to the subject matter herein and supersedes all prior discussions between Employee and 2tor. No modification of or amendment to thisAgreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Anysubsequent change or changes in Employee’s duties, obligations or compensation will not affect the validity or scope of this Agreement.

(c) Severability . If one or more of the provisions in this Agreement are deemed void by law, then the remaining

provisions will continue in full force and effect.

(d) Successors and Assigns . This Agreement will be binding upon Employee’s heirs, executors, administrators,successors, assigns and other legal representatives and will be for the benefit of 2tor, and any of its successors, subsidiaries, parent(s) andassigns.

10. Specific Relief . The Parties agree that the restrictions outlined in Sections 2, 3, 4 and 5 are reasonable and necessary

protections of the immediate interests of 2tor and that 2tor would not have entered into this Agreement without Employee’s agreement thereto. Inaddition to such other rights and remedies as 2tor may have at equity or in law with respect to any breach of this Agreement, if the Employeecommits a material breach of any of the provisions of Sections 2, 3, 4 and 5, 2tor shall have the right and remedy to have such provisionsspecifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach willcause irreparable injury to 2tor and that money damages will not provide an adequate remedy to 2tor. In the event that, notwithstanding theforegoing, a restriction or any portion thereof, contained in Section 2, 3, 4 or 5 is deemed to be unreasonable by a court of competent jurisdiction

or other appropriate reviewing body, the Employee and 2tor agree that it will not violate the intent of the parties if such court (or other reviewingbody) modifies the restriction(s), or portion thereof, in order to make it reasonable and shall be enforceable accordingly.

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11. Survival . The provisions of this Agreement shall survive the termination of Employee’s employment, regardless of the

reason for termination.

AGREED AND ACCEPTED:

2TOR, INC.

By: /s/ Robert Cohen

Date: 3/11/09

Name: Robert Cohen

Title: Treasurer

Employee

/s/ Christopher J Paucek

Date: 3-10-09

Signature

Christopher J Paucek

Print Name: Chip Paucek

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Exhibit A

LIST OF PRIOR INVENTIONS

AND ORIGINAL WORKS OF AUTHORSHIP

Title

Date

Identifying Number or Brief Description

x No inventions or improvementso Additional Sheets Attached

Signature of Employee: /s/ Christopher J Paucek

Print Name of Employee: Christopher J Paucek

Date: 3-10-09

7

Exhibit B

2TOR, INC.

TERMINATION CERTIFICATION

This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports,proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, orreproductions of any aforementioned items belonging to 2tor, Inc., its subsidiaries, affiliates, successors, assigns or third parties engaged in abusiness relationship with 2tor in which such information was exchanged (together, “ 2tor ”).

I further certify that I have complied with all the terms of 2tor’s Confidential Information, Invention Assignment, Work for Hire

and No Solicit/No Hire Agreement signed by me, including the reporting of any inventions and original works of authorship (as defined therein),conceived or made by me (solely or jointly with others) covered by that agreement.

I further agree that, in compliance with the Confidential Information, Invention Assignment, Work For Hire and No Solicit/No

Hire Agreement, I will preserve as confidential all Confidential Information as that term is defined under that agreement.

(Employee’s Signature)

(Type/Print Employee’s Name)

(Dated) 8

Exhibit 10.16

CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, WORK FOR HIRE, NONCOMPETE AND NO SOLICIT/NO HIRE AGREEMENT

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 East23 Street, 12 Floor, New York, NY 10010 (“ 2tor ”), and Robert Cohen (“ Employee ”).

R E C I T A L

2tor and Employee are engaged or shall become engaged in a business relationship whereby Employee shall be employed by

2tor and, in the course of fulfilling Employee’s duties to 2tor, be placed in a position of trust and exposed to and/or acquire and/or create certainconfidential and/or proprietary information (as defined and described below) of 2tor; and

Employee desires to promise, and 2tor desires to have Employee make certain promises, upon the terms and subject to the

conditions set forth herein;·

NOW, THEREFORE, incorporating the above recital as though set forth below, intending to be legally bound hereby, and inexchange for good and valuable consideration, the parties agree as follows:

1. Engagement . To the extent that the terms of 2tor’s employment of Employee are set forth in any separate employment

agreement(s), this Agreement is hereby deemed incorporated therein. Notwithstanding, should any term of any separate agreement between 2torand Employee, including any employment agreement, and this Agreement conflict, the terms of this Agreement shall apply.

2. Confidential Information .

(a) Company Information . Employee agrees at all times during Employee’s employment with 2tor and thereafter,

to hold in strictest confidence, and not to use, except for the benefit of 2tor, or to disclose to any person or entity without written authorization of2tor’s Board of Directors, any Confidential Information of 2tor.

(b) “ Confidential Information ” shall mean any and all information, data or knowledge disclosed by 2tor to

Employee or learned by Employee about 2tor in connection with Employee’s employment with 2tor, or created or developed (in whole or in part)by Employee in the course of Employee’s employment with 2tor, whether written or oral, and if written, however produced or reproduced, whetheror not marked or specifically designated as confidential or proprietary, which is confidential or proprietary information of 2tor, treated asconfidential or proprietary by 2tor, or not generally known by non-2tor personnel. Confidential Information shall include, but not be limited to,client/customer lists (including but not limited to 2tor or USC student lists), prospective client/customer lists (including but not limited to 2tor orUSC prospective student lists), actual or prospective student personal information collected by 2tor and/or by USC, business plans, technicaldata, business and industry research, techniques,

1

trademarks, copyrights, processes, data compilations, concepts, “know-how,” finances and financial data, marketing and developmenttechniques, plans and materials, projections, operations, trade secrets, competitive advantages, legal and personnel practices and any other non-public information that, if used or disclosed to others by Employee, would cause competitive or other injury to 2tor. Confidential Informationshall also include any information which 2tor obtains from any third party (including but not limited to USC) that Employee knows or should knowconstitutes such third party’s confidential information. Confidential Information shall not include any of the foregoing items which have becomepublicly known and made generally available through no wrongful act of the Employee or of others who were under confidentiality obligations asto the item or items involved.

3. Inventions and Work for Hire .

(a) Inventions Retained and Licensed . Employee has attached hereto, as Exhibit A , a list describing all inventions,

original works of authorship, developments, improvements, and trade secrets which were made by Employee prior to the date hereof (collectivelyreferred to as “ Prior Inventions ”), which belong to Employee, which relate to 2tor’s proposed business, products, programs or research anddevelopment, and which Employee does not assign to 2tor hereunder; or, if no such list is attached, Employee represents that there are no suchPrior Inventions. If Employee incorporates into a 2tor product, process, method or service a Prior Invention owned by Employee or in whichEmployee has an interest, Employee hereby grants to 2tor and 2tor shall have a nonexclusive, royalty-free, irrevocable, perpetual and worldwidelicense to make, have made, modify, use and sell such Prior Invention as part of or in connection with such product, process, method or service.

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(b) Assignment of Inventions . Employee will promptly make full written disclosure to 2tor, will hold in trust for the soleright and benefit of 2tor, and hereby assigns to 2tor (and its successors and assigns), all of Employee’s right, title, and interest in and to any andall inventions, original works of authorship, developments, concepts, improvements, designs, discoveries, ideas, trademarks or trade secrets,whether or not patentable or registrable under copyright or similar laws, which Employee may solely or jointly conceive or develop or reduce topractice, or cause to be conceived or developed or reduced to practice, during the period of Employee’s employment with 2tor (collectivelyreferred to as “ Inventions ”), except as provided in Section 3(f) below. Employee further acknowledges that all original works of authorshipwhich are made by Employee (solely or jointly with others) within the scope of and during the period of Employee’s employment with 2tor andwhich are protectible by copyright are “works made for hire,” as that term is defined in the United States Copyright Act. Employee understandsand agrees that the decision whether or not to commercialize or market any invention developed by Employee solely or jointly with others iswithin 2tor’s sole discretion and for 2tor’s sole benefit and that no royalty will be due to Employee as a result of 2tor’s efforts to commercialize ormarket any such invention. Employee waives and quitclaims to 2tor any and all claims of any nature whatsoever that Employee now has orhereafter may have for infringement of any patent application, patent, or other intellectual property right relating to any Inventions.

(c) Maintenance of Records . Employee agrees to keep and maintain adequate and current written records of all

Inventions made by Employee (solely or jointly with others) 2

during the term of Employee’s employment with 2tor. The records will be in the form of notes, sketches, drawings, and any other format that maybe specified by 2tor. The records will be available to and remain the sole property of 2tor at all times.

(d) Patent and Copyright Registrations . Employee agrees to assist 2tor, or its designee, at 2tor’s expense, in every

proper way to secure 2tor’s rights in the Inventions and any copyrights, patents, or other intellectual property rights relating thereto in any andall countries, including the disclosure to 2tor of all pertinent information and data with respect thereto, the execution of all applications,specifications, oaths, assignments and all other instruments which 2tor shall deem necessary in order to apply for and obtain such rights and inorder to assign and convey to 2tor, its successors and assigns, the sole and exclusive right, title and interest in and to such Inventions, and anycopyrights, patents, or other intellectual property rights relating thereto. Employee further agrees that the obligation to execute or cause to beexecuted, when it is in Employee’s power to do so, any such instrument or papers shall continue after the termination, expiration or completion ofEmployee’s employment with 2tor for any reason. If 2tor is unable because of Employee’s mental or physical incapacity or for any other reason tosecure Employee’s signature to apply for or to pursue any application for any United States or foreign patents or copyright registrations coveringInventions or original works of authorship assigned to 2tor as above, then Employee hereby irrevocably designates and appoints 2tor and itsduly authorized officers and agents as Employee’s agent and attorney in fact, to act for and in Employee’s behalf and stead to execute and fileany such applications and to do all other lawfully permitted acts to further the prosecution and issuance of patent or copyright registrationsthereon with the same legal force and effect as if executed by Employee.

(e) Other Assignment . To the extent that any such writings or works of authorship by Employee are not, by operation of

law or otherwise, deemed works made for hire, Employee irrevocably assigns to 2tor the ownership of, and all rights (including but not limited tocopyright) in, such items, and 2tor shall have the right to obtain and hold in its own name all rights of copyrights, copyright registrations andsimilar protections that may be available with respect to any such writings or works.

(f) Exception to Assignments . Employee understands that the provision of this Agreement requiring assignment of

Inventions to 2tor does not apply to Inventions that the Employee developed or develops entirely on the Employee’s own time without using2tor’s equipment, supplies, facility or confidential or trade secret information unless those same Inventions relate to 2tor’s business or actual ordemonstrably anticipated research or development, or result from any work performed by the Employee for 2tor.

4. No Solicitation/No Hire of Employees . During Employee’s employment and for a period of one (1) year thereafter,

Employee shall not directly or indirectly solicit, induce or encourage any 2tor employee, who is employed on the date of termination ofEmployee’s employment or during the three (3) month period immediately prior to Employee’s termination of employment, to leave the employ of2tor, or to seek, obtain or accept employment with any person or entity other than 2tor. During Employee’s employment and for a period of six(6) months thereafter, Employee shall not directly or indirectly hire, employ, or cause to be employed, any 2tor employee, who is employed on thedate of termination of Employee’s

3

employment or during the three (3) month period immediately prior to Employee’s termination of employment.

5. Non-Compete . So long as Employee remains employed with 2tor, he shall use his best efforts, skill and abilities to

promote 2tor’s interests, in accordance with guidelines, policies and objectives reasonably established by 2tor’s Board of Directors. Employeefurther agrees that his services provided to 2tor are of a special, unique and intellectual character, and the Employee’s position with 2tor places

him in a position of confidence and trust with the business, customers and employees of 2tor and its affiliates. Accordingly, the Employee agreesduring the term of his employment and for a period of six (6) months following the expiration or termination of such employment (the “ Non-Compete Period ”), he shall not engage, in any capacity, in the business of developing or administering degree-granting distance learning highereducation services without the advance written consent of 2tor’s Board of Directors; provided , however , that as a condition to Employee’sagreement not to compete with 2tor during the Non-Compete Period, he be paid an amount for that period at a rate equivalent to the highest salaryearned during his employment with 2tor (which amount can be paid in a lump sum at the beginning of the Non-Compete Period or over time inaccordance with 2tor’s standard payroll practices).

6. Returning Company Documents . Employee agrees that immediately upon the termination of Employee’s employment

with 2tor, for any reason, Employee will deliver to 2tor (and will not keep in Employee’s possession, recreate or deliver to anyone else) any and alldevices, records, data, notes, reports, proposals, lists (specifically including but not limited to 2tor and/or USC customer lists), correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, or reproductions of any aforementioned itemsdeveloped by Employee or otherwise belonging to 2tor, its successors, subsidiaries, parent or assigns, including, without limitation, thoserecords maintained pursuant to paragraph 3(c). In the event of the termination of the Employee’s engagement for any reason, Employee agrees tosign and deliver to 2tor, the “ Termination Certification ” attached hereto as Exhibit B .

7. Representations . Employee agrees to execute any proper oath or verify any proper document required to carry out

the terms of this Agreement. Employee represents that Employee’s performance of and under all the terms of this Agreement will not breach anyother agreement to keep in confidence proprietary information acquired by Employee in confidence or in trust prior to Employee’s engagementwith 2tor. Employee has not entered into, and Employee agrees not to enter into, any oral or written agreement in conflict herewith.

8. Voluntary Nature of Agreement . EMPLOYEE ACKNOWLEDGES AND AGREES THAT EMPLOYEE IS EXECUTING

THIS AGREEMENT VOLUNTARILY AND WITHOUT ANY DURESS OR UNDUE INFLUENCE BY 2TOR OR ANYONE ELSE. EMPLOYEEFURTHER ACKNOWLEDGES AND AGREES THAT EMPLOYEE HAS CAREFULLY READ THIS AGREEMENT AND THAT EMPLOYEE HASASKED ANY QUESTIONS NEEDED TO UNDERSTAND THE TERMS, CONSEQUENCES AND BINDING EFFECT OF THIS AGREEMENT ANDFULLY UNDERSTAND IT. FINALLY, EMPLOYEE ACKNOWLEDGES TO HAVE BEEN PROVIDED AN OPPORTUNITY TO SEEK THE ADVICEOF AN ATTORNEY OF EMPLOYEE’S CHOICE BEFORE SIGNING THIS AGREEMENT.

4

9. General Provisions .

(a) Governing Law; Consent to Jurisdiction . This Agreement and any claim or dispute arising out of or related to this

Agreement or the transactions contemplated hereby, whether in contract, tort or otherwise, will be governed by and construed in accordance withthe laws in effect in the State of New York, without giving effect to its conflicts of law principles which would apply the laws of any otherjurisdiction. Each party irrevocably consents and agrees that any legal action, suit or proceeding against either of them arising out of, relating toor in connection with this Agreement or disputes relating hereto (whether for breach of contract, tortuous conduct or otherwise) will be broughtonly in the state or federal courts residing in the State of New York, New York County, and hereby irrevocably accepts and submits to theexclusive jurisdiction of the aforesaid courts, with respect to any such action, suit or proceeding.

(b) Entire Agreement . This Agreement sets forth the entire agreement and understanding between 2tor and Employee

relating to the subject matter herein and supersedes all prior discussions between Employee and 2tor. No modification of or amendment to thisAgreement, nor any waiver of any rights under this Agreement, will be effective unless in writing signed by the party to be charged. Anysubsequent change or changes in Employee’s duties, obligations or compensation will not affect the validity or scope of this Agreement.

(c) Severability . If one or more of the provisions in this Agreement are deemed void by law, then the remaining

provisions will continue in full force and effect.

(d) Successors and Assigns . This Agreement will be binding upon Employee’s heirs, executors, administrators,successors, assigns and other legal representatives and will be for the benefit of 2tor, and any of its successors, subsidiaries, parent(s) andassigns.

10. Specific Relief . The Parties agree that the restrictions outlined in Sections 2, 3, 4 and 5 are reasonable and necessary

protections of the immediate interests of 2tor and that 2tor would not have entered into this Agreement without Employee’s agreement thereto. Inaddition to such other rights and remedies as 2tor may have at equity or in law with respect to any breach of this Agreement, if the Employeecommits a material breach of any of the provisions of Sections 2, 3, 4 and 5, 2tor shall have the right and remedy to have such provisionsspecifically enforced by any court having equity jurisdiction, it being acknowledged and agreed that any such breach or threatened breach willcause irreparable injury to 2tor and that money damages will not provide an adequate remedy to 2tor. In the event that, notwithstanding theforegoing, a restriction or any portion thereof, contained in Section 2, 3, 4 or 5 is deemed to be unreasonable by a court of competent jurisdictionor other appropriate reviewing body, the Employee and 2tor agree that it will not violate the intent of the parties if such court (or other reviewingbody) modifies the restriction(s), or portion thereof, in order to make it reasonable and shall be enforceable accordingly.

5

11. Survival . The provisions of this Agreement shall survive the termination of Employee’s employment, regardless of the

reason for termination.

[SIGNATURE PAGE FOLLOWS] 6

AGREED AND ACCEPTED:

2TOR, INC.

By: /s/ Robert Cohen

Date: 3/11/09

Name: Robert Cohen

Title: Treasurer

Employee

/s/ Robert Cohen

Date: 3/11/09

Signature

Robert Cohen

Print Name: Robert Cohen

SIGNATURE PAGE TO CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, WORK FOR HIRE,

NONCOMPETE AND NO SOLICIT/NO HIRE AGREEMENT 7

Exhibit A

LIST OF PRIOR INVENTIONS

AND ORIGINAL WORKS OF AUTHORSHIP

Title

Date

Identifying Number or Brief Description

x No inventions or improvementso Additional Sheets Attached

Signature of Employee: /s/ Robert Cohen

Print Name of Employee: Robert Cohen

Date: 3/15/09

8

Exhibit B

2TOR, INC.

TERMINATION CERTIFICATION

This is to certify that I do not have in my possession, nor have I failed to return, any devices, records, data, notes, reports,proposals, lists, correspondence, specifications, drawings, blueprints, sketches, materials, equipment, other documents or property, orreproductions of any aforementioned items belonging to 2tor, Inc., its subsidiaries, affiliates, successors, assigns or third parties engaged in abusiness relationship with 2tor in which such information was exchanged (together, “ 2tor ”).

I further certify that I have complied with all the terms of 2tor’s Confidential Information, Invention Assignment, Work for Hire

and No Solicit/No Hire Agreement signed by me, including the reporting of any inventions and original works of authorship (as defined therein),conceived or made by me (solely or jointly with others) covered by that agreement.

I further agree that, in compliance with the Confidential Information, Invention Assignment, Work For Hire and No Solicit/No

Hire Agreement, I will preserve as confidential all Confidential Information as that term is defined under that agreement.

(Employee’s Signature)

(Type/Print Employee’s Name)

(Dated) 9

Exhibit 23.1

Consent of Independent Registered Public Accounting Firm

The Board of Directors2U, Inc. We consent to the use of our report included herein and to the references to our firm under the headings “Experts”, “Selected ConsolidatedFinancial Data” and “Summary Consolidated Financial Data” in the prospectus.

/s/ KPMG LLPMcLean, Virginia

March 14, 2014