2U,INC. (NASDAQ:TWOU) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive
Agreement

On May1, 2017, 2U,Inc. (the Company), agreed to acquire
Get Educated International Proprietary Limited, a private company
duly incorporated in South Africa (GetSmarter) to a Share
Sale Agreement (the Share Sale Agreement), by and among a
wholly owned subsidiary of the Company (2U South Africa),
GetSmarter, the shareholders of GetSmarter (the Sellers)
and Samuel Edward Paddock, as the Sellers Representative.

to the Share Sale Agreement, 2U South Africa will acquire all of
the outstanding equity interests of GetSmarter(the
Acquisition) for approximately $103 million in cash (the
Purchase Price), plus a potential earn out payment of up
to $20 million, subject to the achievement of certain financial
milestones in calendar years 2017 and 2018. Following the
completion of the Acquisition, GetSmarter will be a wholly owned
subsidiary of 2U South Africa. The Purchase Price is subject to
certain purchase price adjustments for cash, indebtedness,
transaction expenses and other matters.

Each of GetSmarter and the Sellers have made customary
representations and warranties and covenants in the Share Sale
Agreement and certain of the Sellers have agreed to indemnify 2U
South Africa and the Company with respect to breaches of
representations and warranties of GetSmarter and the Sellers,
pre-closing taxes and certain other matters, in each case,
subject to limitations. Certain of the Sellers have agreed to
customary non-competition and non-solicitation obligations
following closing of the Acquisition.

The Acquisition is subject to customary closing conditions,
including certain regulatory approvals and third party consents,
absence of any order or laws prohibiting completion of the
Acquisition, the absence of a material adverse effect on
GetSmarter and the accuracy of each partys representations and
warranties (subject to certain qualifications), and each partys
material compliance with their respective covenants and
agreements contained in the Share Sale Agreement.

The Acquisition is expected to close during the third quarter of
2017.

Under the terms of the Share Sale Agreement, the Company has
agreed to issue restricted stock unit awards over the shares of
common stock, par value $0.001 per share, of the Company to
certain employees and officers of GetSmarter. The awards will be
subject to the 2014 2U,Inc. Equity Incentive Plan and will vest
over either a two or four year period following closing of the
Acquisition.

The foregoing summary of the Share Sale Agreement does not
purport to be complete and is subject to, and qualified in its
entirety by, the full text of the Share Sale Agreement. The
Company currently expects to file a copy of the Share Sale
Agreement as an exhibit to the Companys Quarterly Report on
Form10-Q for the quarter ended March31, 2017.

Item 7.01 Regulation FD
Disclosure

On May2, 2017, the Company made available an Investor
Presentation on the Investors section of the Companys website
located at http://investor.2u.com/index.cfm. A copy of the
Investor Presentation is attached hereto as Exhibit99.1 and is
incorporated by reference solely for purposes of this Item 7.01
disclosure. In accordance with General Instruction B.2 of
Form8-K, the information set forth herein and in the Investor
Presentation is deemed to be furnished and shall not be deemed to
be filed for purposes of the Securities Exchange Act of 1934, as
amended. The information set forth in Item 7.01 of this Current
Report on Form8-K shall not be deemed an admission as to the
materiality of any information in this Current Report on Form8-K
that is required to be disclosed solely to satisfy the
requirements of Regulation FD.

About 2U, INC. (NASDAQ:TWOU)

2U, Inc. is a provider of an integrated solution consisting of cloud-based software-as-a-service (SaaS) combined with technology-enabled services (together, the Platform) that allows colleges and universities to deliver online degree programs. The Company’s SaaS technology consists of a learning environment (Online Campus), which acts as the hub for all student and faculty academic and social interaction, and a suite of integrated applications, which the Company uses to launch, operate and support the Company’s clients’ programs. The Company also provides a suite of technology-enabled services optimized with data analysis and machine learning techniques that support the complete lifecycle of a higher education program, including attracting students, advising students through the admissions application process, providing technical, success coaching and other support, facilitating accessibility to individuals with disabilities, and facilitating in-program field placements.

2U, INC. (NASDAQ:TWOU) Recent Trading Information

2U, INC. (NASDAQ:TWOU) closed its last trading session down -1.59 at 44.54 with 297,872 shares trading hands.