0000891554-01-506813 Sample Contracts

Contract
Registration Rights Agreement • December 7th, 2001 • Scientific Learning Corp • Services-educational services • California

Execution Copy AMENDMENT NO. 2 BY AND AMONG SCIENTIFIC LEARNING CORPORATION WARBURG, PINCUS VENTURES, L.P. AND WPV, INC. EFFECTIVE AS OF NOVEMBER 30, 2001 TO AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT ENTERED INTO AS OF DECEMBER 30TH, 1998, AS AMENDED BY AN AMENDMENT NO. 1 THERETO, EFFECTIVE AS OF MARCH 9, 2001

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