2U Inc. Watch

from S-3/A 65 pages 2u, Inc. as Company and Wilmington Trust, National Association as Trustee Indenture Dated as of [ ]

from 10-K 3 pages Description of Registered Securities

from S-8 5 pages Appendix a – Amended Espp 2u, Inc. 2017 Employee Stock Purchase Plan

from 10-K 3 pages Description of Registered Securities

from 8-K 15 pages Form of Note [Insert Global Note Legend, if Applicable] [Insert Restricted Note Legend, if Applicable] [Insert Non-Affiliate Legend] 2u, Inc. 4.50% Senior Unsecured Convertible Note Due 2030 Additional Provisions of This Note Are Set Forth on the Other Side of This Note. [The Remainder of This Page Intentionally Left Blank; Signature Page Follows]

from 8-K 103 pages 2u, Inc. and Wilmington Trust, National Association as Trustee Indenture Dated as of January 11, 2023 4.50% Senior Unsecured Convertible Notes Due 2030

from 8-K 104 pages 2u, Inc. and Wilmington Trust, National Association as Trustee Indenture Dated as of April 23, 2020 2.25% Convertible Senior Notes Due 2025

from 10-K 3 pages Description of Registered Securities

from S-8 8 pages 2u, Inc. Amended and Restated 2017 Employee Stock Purchase Plan

from S-1/A 1 page This Certifies That Is the Owner of Secretary Fully Paid and Non-Assessable Shares of the Common Stock, $.001 Par Value Per Share, of Countersigned and Registered: American Stock Transfer & Trust Company, LLC (Brooklyn, Ny) Transfer Agent and Registrar By: Authorized Signature 2u, Inc. Dated: See Reverse for Certain Definitions Cusip 90214j 10 1 Incorporated Under the Laws of the State of Delaware Transferable on the Books of the Corporation by the Holder Hereof in Person or by Duly Authorized Attorney, Upon Surrender of This Certificate, Properly Endorsed. This Certificate Is Not Valid Until Countersigned and Registered by the Transfer Agent and Registrar. Witness the Facsimile Signatures of the Corporation’s Duly Authorized Officers. C Ommo N S to C K President 2u, Inc