POWER
OF ATTORNEY
(For Executing Form ID and
Forms 3, 4 and 5)
Know all by these presents, that the
undersigned hereby constitutes and appoints each of Andrea L. Nicolas, Steven J.
Daniels and Faiz Ahmad of Skadden, Arps, Slate, Meagher and Flom LLP, and
Matthew J. Norden and Todd J. Glassman of 2U, Inc. (the “Company”), the undersigned’s true and lawful
attorneys-in-fact and agents to:
(1) Prepare,
execute in the undersigned’s name and on the undersigned’s behalf,
and submit to the Securities and Exchange Commission (the “SEC”) a Form ID, Uniform Application for Access Codes to File
on EDGAR, including amendments thereto, and any other documents necessary or
appropriate to obtain codes and passwords enabling the undersigned to make
electronic filings with the SEC of reports required by Section 16(a) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), or any
rule or regulation thereunder;
(2) Prepare,
execute in the undersigned’s name and on the undersigned’s behalf,
and submit to the SEC Forms 3, 4 and 5 (including amendments thereto and joint
filing agreements in connection therewith) in accordance with Section 16(a) of
the Exchange Act and the rules thereunder in the undersigned’s capacity as
an officer, director or beneficial owner of more than 10% of a registered class
of securities of the Company;
(3) Do
and perform any and all acts for and on behalf of the undersigned that may be
necessary or desirable to prepare and execute any such Form 3, 4 or 5 (including
amendments thereto and joint filing agreements in connection therewith) and file
such forms with the SEC and any stock exchange, self-regulatory association or
any similar authority; and
(4) Take
any other action of any type whatsoever in connection with the foregoing that,
in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required of the undersigned, it being understood that
the documents executed by the attorney-in-fact on behalf of the undersigned
pursuant to this Power of Attorney shall be in such form and shall contain such
terms and conditions as the attorney-in-fact may approve in the
attorney-in-fact’s discretion.
The undersigned hereby grants to each such
attorney-in-fact full power and authority to do and perform any and every act
and thing whatsoever requisite, necessary, or proper to be done in the exercise
of any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact’s substitute or
substitutes, shall lawfully do or cause to be done by virtue of this power of
attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, and their substitutes, in
serving in such capacity at the request of the undersigned, are not assuming
(nor is the Company assuming) any of the undersigned’s responsibilities to
comply with Section 16 of the Exchange Act.
This Power of Attorney shall remain in full
force and effect until the earliest to occur of (a) the undersigned is no longer
required to file Forms 3, 4 and 5 with respect to the undersigned’s
holdings of and transactions in securities issued by the Company, (b) revocation
by the undersigned in a signed writing delivered to the Company and the
foregoing attorneys-in fact or (c) as to any attorney-in-fact individually,
until such attorney-in-fact is no longer employed by the Company or Skadden,
Arps, Slate, Meagher and Flom LLP, as applicable.
IN WITNESS WHEREOF, the undersigned has
caused this Power of Attorney to be executed as of the date written
below.
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By:
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/s/ Edward S.
Macias
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Edward
Macias
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