0001042173-13-000008 Sample Contracts

SECURITY AGREEMENT
Security Agreement • May 14th, 2013 • Scientific Learning Corp • Services-educational services • New York

This Security Agreement (as amended, restated, modified or otherwise supplemented from time to time, this “Agreement”), dated as of April 5, 2013, is entered into between Scientific Learning Corporation, a Delaware corporation (the “Obligor”), in favor of the entities identified as secured parties on the signature pages of this Agreement (individually, a “Secured Party,” and together, the “Secured Parties”).

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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • May 14th, 2013 • Scientific Learning Corp • Services-educational services • New York

REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 5, 2013, by and among Scientific Learning Corporation, a Delaware corporation (the “Company”), and those lenders set forth on Schedule 1 to the Subordinated Note and Warrant Purchase Agreement (as defined below) (each individually, a “Lender” and together, the “Lenders”).

THIRD AMENDMENT TO AMENDED and RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • May 14th, 2013 • Scientific Learning Corp • Services-educational services

This Third Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into as of April 5, 2013, by and between COMERICA BANK (“Bank”) and SCIENTIFIC LEARNING CORPORATION (“Borrower”).

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