0001169232-06-001510 Sample Contracts

STANDARD FORM OF SCIENTIFIC LEARNING CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT
Restricted Stock Unit Award Agreement • March 14th, 2006 • Scientific Learning Corp • Services-educational services

Pursuant to your Restricted Stock Unit Grant Notice (“Grant Notice”) and this Restricted Stock Unit Award Agreement (collectively, the “Award”) and in consideration of your past services, Scientific Learning Corporation (the “Company”) has awarded you a Restricted Stock Unit Award under its 1999 Equity Incentive Plan (the “Plan”) for the number of Company common stock share equivalents subject to the Award as indicated in the Grant Notice. Defined terms not explicitly defined in this Restricted Stock Unit Award Agreement but defined in the Plan shall have the same definitions as in the Plan.

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SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 14th, 2006 • Scientific Learning Corp • Services-educational services

This Second Amendment to Loan and Security Agreement (this “Amendment”) is entered into as of December 2, 2005, by and between COMERICA BANK (“Bank”) and SCIENTIFIC LEARNING CORPORATION (“Borrower”).

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