EX-FILING FEES 4 d672530dexfilingfees.htm EX-FILING FEES EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Table

Form S-3

(Form Type)

2U, Inc.

(Exact Name of Registrant as Specified in its Charter)

Registered Securities

                 
    

Security

Type

 

Security

Class

Title

 

Fee

Calculation

Rule

 

Amount

Registered

 

Proposed

Maximum

Offering
Price Per

Unit

 

Maximum

Aggregate

Offering

Price

 

Fee

Rate

 

Amount of

Registration

Fee

                 
Fees to Be Paid   Equity   Common Stock, par value $0.001 per share            
                 
    Equity   Preferred Stock, par value $0.001 per share            
                 
    Debt   Debt Securities            
                 
    Other   Warrants            
                 
    Other   Units            
                 
    Unallocated (universal) shelf     Rule 457(o)   (1)   (2)   $100,000,000.00   0.00014760   $14,760
           
    Total Offering Amounts     $100,000,000.00     $14,760
           
    Total Fees Previously Paid        
           
    Total Fee Offsets        
           
    Net Fee Due               $14,760

 

(1)

There are being registered hereunder such indeterminate number of shares of common stock and preferred stock, such indeterminate principal amount of debt securities and such indeterminate number of warrants to purchase common stock, preferred stock or debt securities as shall have an aggregate initial offering price not to exceed $100,000,000. If any debt securities are issued at an original issue discount, then the offering price of such debt securities shall be in such greater principal amount as shall result in an aggregate initial offering price not to exceed $100,000,000, less the aggregate dollar amount of all securities previously issued hereunder. Any securities registered hereunder may be sold separately or in combination with other securities registered hereunder. The securities registered also include such indeterminate number of shares of common stock and preferred stock and amount of debt securities as may be issued upon conversion of or exchange for preferred stock or debt securities that provide for conversion or exchange, upon exercise of warrants or pursuant to the antidilution provisions of any such securities. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, the shares being registered hereunder include such indeterminate number of shares of common stock and preferred stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends or similar transactions.

(2)

The proposed maximum aggregate offering price per class of security will be determined from time to time by the registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D of Form S-3 under the Securities Act.