2. Plaintiffs and each and every other 2U shareholder, in their capacities as such,
derivatively on behalf of 2U, and on behalf of themselves and their respective agents, spouses, heirs, executors, administrators, personal representatives, predecessors, successors, transferors, transferees, representatives, and assigns, in their
capacities as such (Shareholder Releasors), and 2U directly, shall be deemed to have, and by operation of law and Final Order and Judgment shall have, completely, fully, finally, and forever compromised, settled, released, resolved,
relinquished, waived, discharged, and dismissed with prejudice the Released Plaintiffs Claims against the Released Defendants, which, as detailed in the Stipulation, means any and all claims, rights, demands, obligations, controversies, debts,
disputes, damages, losses, actions, causes of action, issues, liabilities, and charges of any kind or nature whatsoever, whether in law or equity, including both known claims and Unknown Claims, suspected or unsuspected, accrued or unaccrued, fixed
or contingent, liquidated or unliquidated, matured or unmatured, foreseen or unforeseen, whether arising under federal or state statutory or common law, or any other law, rule, or regulation, whether foreign or domestic, against the Released
Defendants, that (i) were asserted in any of the complaints filed in the Actions, or (ii) could have been asserted by 2U directly, or by Plaintiffs or any other 2U shareholder derivatively on behalf of 2U in any court, tribunal, forum, or
proceeding, arising out of, relating to, based upon, or involving, directly or indirectly, any of the facts, allegations, practices, events, claims, disclosures, non-disclosures, occurrences, representations,
statements, matters, transactions, conduct, actions, failures to act, omissions, or circumstances that were alleged or referred to in any of the complaints filed in the Actions, including, without limitation, any such claims based in whole or in
part on any allegations relating to 2Us public statements regarding its enrollment trends and projections, revenue forecasts, or business model or made in any of the following actions or proceedings: (1) Lucey v. Paucek, et al.,
No. 1:20-cv-02424-GLR (D. Md.); (2) Shumacher v. Paucek, et al., No. 2020-1019-LWW
(Del. Ch.); (3) Theis v. Paucek, et al., No. 1:20-cv-3360-PAC (S.D.N.Y.); (4) Sebagh v. Paucek, et al., No. 1:22-cv-01205-CFC (D. Del.), (5) In re 2U, Inc. Securities Class Action, No.
19-cv-03455-TDC (D. Md.) (the Securities Class Action), or (6) any government investigations, actions, or
proceedings referenced in the Actions.
3. The Released Defendants shall be deemed to have, and by operation of law and Final Order and
Judgment shall have, fully, finally, and forever released, relinquished, and discharged the Released Defendants Claims against the Released Plaintiffs, and shall be forever enjoined from prosecuting the Released Defendants Claims,
excluding claims relating to the enforcement or effectuation of the Settlement or Final Order and Judgment, which as detailed in the Stipulation, means any and all manner of claims, demands, rights, liabilities, losses, obligations, duties, damages,
costs, debts, expenses, interest, penalties, sanctions, fees, attorneys fees, actions, potential actions, causes of action, suits, judgments, defenses, counterclaims, offsets, decrees, matters, issues, and controversies of any kind, nature, or
description whatsoever, whether known or unknown, disclosed or undisclosed, accrued or unaccrued, apparent or not apparent, foreseen or unforeseen, matured or not matured, suspected or unsuspected, liquidated or not liquidated, fixed or contingent,
including Unknown Claims, which were or which could have been asserted by any of the Defendants in any court, tribunal, forum, or proceeding, whether based on state, local, foreign, federal, statutory, regulatory, common, or other law or rule, that
are based upon, arise out of, relate in any way to, or involve, directly or indirectly, the commencement, prosecution, defense, mediation, or settlement of the Actions, including, but not limited to, discovery produced in the Actions. For the
avoidance of doubt, the Released Defendants Claims shall not include any claims to enforce this Settlement, the Judgment, or any other document memorializing the Settlement of the Actions and shall not include claims, if any, that any Party
may have against its insurer with respect to any payment obligations under this Settlement.
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