2U, Inc. Loss Form

(a) 2U’s business model was fundamentally flawed because the Company’s costs were growing disproportionately as it grew in size and complexity; (b) 2U could not take advantage of the promised economies of scale because its costs to attract each marginal student were actually increasing, not decreasing, as represented; (c) 2U was facing heightened competitive headwinds as alternative offerings flooded the marketplace and universities developed online courses in-house; (d) 2U’s growth rate in student enrollment was decelerating and was poised to decline as the Company reached market saturation; (e) 2U’s growth strategy was unsustainable, as the Company faced accelerating costs and had insufficient capital to achieve positive cash flows, improve margins or continue its revenue growth; and (f) as a result of (a)-(e), above, Defendants lacked any reasonable basis to issue 2U’s projections and financial forecasts.