Common use of Reports and Payment Clause in Contracts

Reports and Payment. i) For each time period where a course or group of courses start (a “Session”) during the term of this Agreement, USC shall provide to 2tor the following reports on or before the 30th day after the commencement of each Session, (a) a listing for such Session, through the final add/drop date for such Session of: (i) the students offered admission by USC to the Program, (ii) the students who enrolled in or dropped from each course in the Program, including a course listing for the enrolled students, (iii) the Program Proceeds charged by type of charge for each student, (iv) the Program Proceeds collected by type of charge for each student, and (v) a calculation of the payments between the parties pursuant to paragraph 3.D.ii hereof for such Session; and (b) a reconciliation of the foregoing described report against actual results obtained during the most recently completed Session. ii) Concurrently with the delivery of each report required by paragraph 3.D.i, USC shall also pay or adjust, as applicable, 2tor’s portion of Net Program Proceeds for the subject Session by wire transfer of funds to such bank account as 2tor may direct by notice to USC no later than ten (10) business days prior to the scheduled date for such wire transfer. The payment for the most recently commenced Session shall equal the sum of (a) 2tor’s portion (determined pursuant to paragraph 3.C.i) of the greater of (i) the amount of Net Program Proceeds collected by USC from all Program students enrolled in the Program for such Session as of the last add/drop date for such Session and (ii) 95% of the amount of Net Program Proceeds charged by USC to all Program students enrolled in the Program for such Session as of the last add/drop date for such Session plus (b) any adjustment in prior payments under this paragraph 3.D.ii required to reflect the Net Program Proceeds actually collected by USC for Sessions prior to the most recently commenced Session, inclusive of uncollectible revenues, refunds given and/or additional enrollment during such prior Sessions. iii) Any payment by 2tor to USC to make up any post-Session adjustment shall be paid within thirty (30) days after 2tor’s receipt of the applicable report. iv) A final payment of amounts due from either party to the other pursuant to this Section 3.D shall be made within thirty (30) days after the termination or expiration of this Agreement.

Reports and Payment. i) For each time period where a course or group of courses start semester (a “Session”Pilot, spring, summer and fall) during the term of this Agreement, USC shall provide to 2tor the following reports on or before the 30th day after the commencement of each Sessionsemester, (a) a listing for such Sessionsemester, through the final add/drop date for such Session semester of: (i) the students offered admission by USC to the Program, (ii) the students who enrolled in or dropped from each course in the Program, including a course listing for the enrolled students, (iii) the Program Proceeds charged by type of charge for each student, (iv) the Program Proceeds collected by type of charge for each student, and (v) a calculation of the payments between the parties pursuant to paragraph 3.D.ii hereof for such Sessionsemester; and (b) a reconciliation of the foregoing described report against actual results obtained during the most recently completed Sessionsemester. ii) Concurrently with the delivery of each report required by paragraph 3.D.i, USC shall also pay or adjust, as applicable, 2tor’s portion of Net Program Proceeds for the subject Session semester by wire transfer of funds to such bank account as 2tor may direct by notice to USC no later than ten (10) business days prior to the scheduled date for such wire transfer. The payment for the most recently commenced Session semester shall equal the sum of (a) 2tor’s portion (determined pursuant to paragraph 3.C.i) of the greater of (i) the amount of Net Program Proceeds collected by USC from all Program students enrolled in the Program for such Session semester as of the last add/drop date for such Session semester and (ii) 95% of the amount of Net Program Proceeds charged by USC to all Program students enrolled in the Program for such Session semester as of the last add/drop date for such Session semester plus (b) any adjustment in prior payments under this paragraph 3.D.ii required to reflect the Net Program Proceeds actually collected by USC for Sessions semesters prior to the most recently commenced Sessionsemester, inclusive of uncollectible revenues, refunds given and/or additional enrollment during such prior Sessionssemesters. iii) Any payment by 2tor to USC to make up any post-Session semester adjustment shall be paid within thirty (30) days after 2tor’s receipt of the applicable report. iv) A final payment of amounts due from either party to the other pursuant to this Section 3.D shall be made within thirty (30) days after the termination or expiration of this Agreement.

Reports and Payment. i) For each time period where a course or group of courses start semester (a “Session”Pilot, spring, summer and fall) during the term of this Agreement, USC shall provide to 2tor the following reports on or before the 30th day after the commencement of each Sessionsemester, (a) a listing for such Sessionsemester, through the final add/drop date for such Session semester of: (i) the students offered admission by USC to the Program, (ii) the students who enrolled in or dropped from each course in the Program, including a course listing for the enrolled students, (iii) the Program Proceeds charged by type of charge for each student, (iv) the Program Proceeds collected by type of charge for each student, and (v) a calculation of the payments between the parties pursuant to paragraph 3.D.ii hereof for such Sessionsemester; and (b) a reconciliation of the foregoing described report against actual results obtained during the most recently completed Sessionsemester. ii) Concurrently with the delivery of each report required by paragraph 3.D.i, USC shall also pay or adjust, as applicable, 2tor’s portion of Net Program Proceeds for the subject Session semester CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [* * *]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. by wire transfer of funds to such bank account as 2tor may direct by notice to USC no later than ten (10) business days prior to the scheduled date for such wire transfer. The payment for the most recently commenced Session semester shall equal the sum of (a) 2tor’s portion (determined pursuant to paragraph 3.C.i) of the greater of (i) the amount of Net Program Proceeds collected by USC from all Program students enrolled in the Program for such Session semester as of the last add/drop date for such Session semester and (ii) 95% of the amount of Net Program Proceeds charged by USC to all Program students enrolled in the Program for such Session semester as of the last add/drop date for such Session semester plus (b) any adjustment in prior payments under this paragraph 3.D.ii required to reflect the Net Program Proceeds actually collected by USC for Sessions semesters prior to the most recently commenced Sessionsemester, inclusive of uncollectible revenues, refunds given and/or additional enrollment during such prior Sessionssemesters. iii) Any payment by 2tor to USC to make up any post-Session semester adjustment shall be paid within thirty (30) days after 2tor’s receipt of the applicable report. iv) A final payment of amounts due from either party to the other pursuant to this Section 3.D shall be made within thirty (30) days after the termination or expiration of this Agreement.

Reports and Payment. i) For each time period where a course or group of courses start (a “Session”) during the term of this Agreement, USC University shall provide to 2tor 2U the following reports on or before the 30th day after the commencement of each Sessioncourse start, (a) a listing for such Session, through the final add/drop date for such Session course start of: (i) the students offered admission by USC University to the Program, (ii) the students who enrolled in or dropped from each course in the Program, including a course listing for the enrolled students, (iii) the total number of credits started by each Program Proceeds charged by type of charge for each student, (iv) the Program Proceeds collected by type of charge for each studentstudent in any course start, and (viv) a calculation of the payments between the parties pursuant to paragraph 3.D.ii hereof 3(D)(ii) below for such Sessioncourse start; and (b) a reconciliation of the foregoing described report against actual results obtained during the most recently completed Sessioncourse start. ii) Concurrently with the delivery of each report required by paragraph 3.D.i3(D)(i) above, USC University shall also pay or adjust, as applicable, 2tor’s portion of Net Program Proceeds the payment due to 2U for the subject Session course start by wire electronic transfer of funds to such bank account as 2tor 2U may direct by notice to USC University no later than ten (10) business days prior to the scheduled date for such wire electronic transfer. The payment for the most recently commenced Session course start shall equal the sum of (a) 2tor’s portion the payment due to 2U (as determined pursuant to paragraph 3.C.i3(C)(i) of the greater of (iabove) the amount of Net Program Proceeds collected by USC from all Program students enrolled in the Program for such Session as of the last add/drop date for such Session and (ii) 95% of the amount of Net Program Proceeds charged by USC to all Program students enrolled in the Program for such Session as of the last add/drop date for such Session plus course start (b) any adjustment in prior payments under this paragraph 3.D.ii required adjusted by changes to reflect the Net Program Proceeds actually collected by USC amount due to 2U for Sessions course starts prior to the most recently commenced Session, inclusive of uncollectible revenues, refunds given and/or additional enrollment during such prior Sessionscourse start. iii) Any payment by 2tor 2U to USC University to make up any post-Session course start adjustment shall be paid within thirty (30) days after 2tor2U’s receipt of the applicable report. iv) A final payment of amounts due from either party to the other pursuant to this Section 3.D 3(D) shall be made within thirty (30) days after the termination or expiration of this Agreement. v) Each month from January 2014 through December 2014, 2U shall advance to University $25,000. vi) Each month from January 2016 through December 2016, University shall pay to 2U $25,000 per month as repayment of the advance received under paragraph 3(D)(v). vii) No less than three business days after submission to its Board of Directors, and upon prior notice of availability to the University, 2U shall make available to no more than five (5) University employees, as designated by the School, for three (3) business days, via password protected access on the world wide web, copies of its unaudited quarterly financial statements. The University may review such statements online solely to confirm 2U’s ongoing economic viability; provided that the University shall not (and shall not cause or direct other persons or entities to) copy or otherwise capture, in any tangible form (e.g., screen shot, printing, download, hand-copied, etc.), such 2U reports. 2U’s obligation under this subparagraph shall continue until the earlier of (x) the University’s confirmation to 2U that, in its reasonable judgment, 2U’s business is economically viable on an ongoing basis; or