A = the fair market value of one share of the Company's Common Stock (at the date of such calculation) B = Stock Purchase Price (as adjusted to the date of such calculation)Warrant Agreement • March 12th, 2001 • Scientific Learning Corp • Services-educational services • Delaware
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • April 15th, 2005 • Scientific Learning Corp • Services-educational services
LEASE BY AND BETWEENLease Agreement • August 9th, 2000 • Scientific Learning Corp • Services-educational services • California
Exhibit 99.2 AGREEMENT TO ISSUE WARRANT AND GRANT OF SECURITY INTEREST This Agreement (the "Agreement") is made as of March 9, 2001 by and between SCIENTIFIC LEARNING CORPORATION, a Delaware corporation (the "Company"), and WPV, INC., a Delaware...Warrant Agreement • March 12th, 2001 • Scientific Learning Corp • Services-educational services • New York
AMENDMENT NO. 1 BY AND AMONGRegistration Rights Agreement • March 12th, 2001 • Scientific Learning Corp • Services-educational services • California
INDEMNITY AGREEMENTIndemnification Agreement • April 27th, 1999 • Scientific Learning Corp • Services-educational services • Delaware
Scientific Learning Corporation 7,661,638 Shares(a) Common Stock ($0.001 par value) Underwriting AgreementUnderwriting Agreement • July 27th, 2007 • Scientific Learning Corp • Services-educational services • New York
ThinkEquity Partners LLC BMO Capital Markets Corp. Signal Hill Capital Group LLC As Representatives of the several Underwriters
COMMON STOCKUnderwriting Agreement • July 17th, 1998 • Scientific Learning Corp • Services-educational services • New York
SCIENTIFIC LEARNING CORPORATION 1999 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT (INCENTIVE AND NONSTATUTORY STOCK OPTIONS) Pursuant to the Stock Option Grant Notice ("Grant Notice") and this Stock Option Agreement, Scientific Learning Corporation...Stock Option Agreement • April 27th, 1999 • Scientific Learning Corp • Services-educational services
SCIENTIFIC LEARNING CORPORATION (a Delaware corporation) 2,645,000 Shares of Common Stock PURCHASE AGREEMENT Dated: July ___, 1999 TABLE OF CONTENTSPurchase Agreement • July 2nd, 1999 • Scientific Learning Corp • Services-educational services • New York
RECITALSConsulting Agreement • April 27th, 1999 • Scientific Learning Corp • Services-educational services • California
EXHIBIT 10.13 EXCLUSIVE LICENSE AGREEMENTExclusive License Agreement • July 16th, 1999 • Scientific Learning Corp • Services-educational services • California
SCIENTIFIC LEARNING CORPORATION AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 28th, 2000 • Scientific Learning Corp • Services-educational services • California
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 23rd, 2012 • Scientific Learning Corp • Services-educational services • New York
SECURITIES PURCHASE AGREEMENT (this “Agreement”), dated as of March 22, 2012, by and among Scientific Learning Corporation, a Delaware corporation with headquarters located at 300 Frank H. Ogawa Plaza, Suite 600, Oakland, California 94612 (the “Company”), and the investors listed on the Schedule of Investors attached hereto as Exhibit A (individually, an “Investor” and collectively, the “Investors”).
SCIENTIFIC LEARNING PRINCIPLES CORPORATIONSecurities Purchase Agreement • April 27th, 1999 • Scientific Learning Corp • Services-educational services • California
OCTOBER 1, 1996 TABLE OF CONTENTSRegistration Rights Agreement • June 10th, 1998 • Scientific Learning Corp • California
LEASE AGREEMENT BETWEEN GBC-UNIVERSITY AVENUE ASSOCIATES, L.P. AS "LANDLORD" AND SCIENTIFIC LEARNING CORPORATION, A DELAWARE CORPORATION AS "TENANT" TABLE OF CONTENTSLease Agreement • April 27th, 1999 • Scientific Learning Corp • Services-educational services
ContractNSC License Agreement • October 1st, 2003 • Scientific Learning Corp • Services-educational services • California
Exhibit 99.3 [EXECUTION COPY] NSC LICENSE AGREEMENT THIS NSC LICENSE AGREEMENT (“Agreement”) is entered into as of September 30, 2003 (“Effective Date”) between NEUROSCIENCE SOLUTIONS, CORPORATION, a California corporation (“NSC”) and SCIENTIFIC LEARNING CORPORATION, a Delaware corporation (“NSC”). NSC and SLC may be referred to herein individually as a “party” and collectively as the “parties.” RECITALS A. NSC and SLC have entered into a Technology Transfer Agreement dated as of September 30, 2003 (“Technology Transfer Agreement”) pursuant to which SLC has transferred certain assets to NSC and entered into a series of related agreements, including an SLC License Agreement, a Services Agreement and a Series A Stock Purchase Agreement each dated even herewith (collectively, the “Related Agreements”). B. The Technology Transfer Agreement requires that NSC enter into this Agreement with SLC in order to license to SLC certain patents that may be developed by NSC. C. NSC now desires to gr
Re: Confidential Separation and Release Agreement Dear Ron:Confidential Separation and Release Agreement • August 15th, 2012 • Scientific Learning Corp • Services-educational services • California
On behalf of the Company, I would like to express my appreciation for leading the technology transformation of our business. As we discussed on August 9, 2012, your position as Chief Technology Officer is being eliminated. This letter sets forth the substance of the separation and release agreement (the “Agreement”) which Scientific Learning Corporation (“Scientific Learning”) is offering to you to aid in your employment transition. You will only receive the benefits described in Paragraphs 3, 4, 5 and 6 below if you sign and return this Agreement to Scientific Learning within the time set forth in Paragraph 12 below.
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • July 26th, 2007 • Scientific Learning Corp • Services-educational services • California
Re: Confidential Separation and Release AgreementConfidential Separation and Release Agreement • April 16th, 2008 • Scientific Learning Corp • Services-educational services • California
This letter sets forth the substance of the separation and release agreement (the “Agreement”) which Scientific Learning Corporation (“Scientific Learning”) is offering to you to aid in your employment transition. You will only receive the benefits described in Paragraphs 3 and 4 below if you sign and return this Agreement to Scientific Learning within the time set forth in paragraph 11 below.
ContractSLC License Agreement • October 1st, 2003 • Scientific Learning Corp • Services-educational services • California
Exhibit 99.2 [EXECUTION COPY] SLC LICENSE AGREEMENT THIS SLC LICENSE AGREEMENT (“Agreement”) is entered into as of September 30, 2003 (“Effective Date”) between SCIENTIFIC LEARNING CORPORATION, a Delaware corporation (“SLC”) and NEUROSCIENCE SOLUTIONS, CORPORATION, a California corporation (“NSC”). NSC and SLC may be referred to herein individually as a “party” and collectively as the “parties.” RECITALS A. SLC provides products and services for use in developing the underlying cognitive skills required for reading. B. SLC’s products and services are based on patents, copyrights, trade secrets and other intellectual property, some of which SLC owns and some of which SLC has licensed from the Regents of the University of California (“Regents”) and Rutgers University (“Rutgers”) pursuant to an Exclusive License Agreement dated September 27, 1996 as amended by Amendment No. 1 effective as of January 1, 1999, Amendment No. 2 effective as of September 13, 2001 and Amendment No. 3 effectiv
INDEPENDENT CONTRACTOR AGREEMENTIndependent Contractor Agreement • July 26th, 2007 • Scientific Learning Corp • Services-educational services • California
STANDARD FORM OF SCIENTIFIC LEARNING CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENTRestricted 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.
ContractLease Termination Agreement • November 14th, 2003 • Scientific Learning Corp • Services-educational services • California
Exhibit 10.38 LEASE TERMINATION AGREEMENT THIS LEASE TERMINATION AGREEMENT (this “Agreement”) is made as of October 1, 2003, between Rotunda Partners II, a California limited liability company (“Landlord”), and Scientific Learning Corporation, a Delaware corporation (“Tenant”). RECITALS Whereas, Landlord and Tenant entered into a lease dated March 21, 2000 (the “Original Lease”), in which Landlord leased to Tenant, and Tenant leased from Landlord premises located in 300 Frank H. Ogawa Plaza, Oakland, CA (the “Building”) consisting of approximately 69,483 rentable square feet as described in the Lease (the “Original Leased Premises”). Whereas, The parties wish to terminate the Original Lease subject to the terms and conditions contained in this Agreement and to concurrently enter into a new lease for different space in the Building (the “New Lease”). NOW, THEREFORE, the parties hereby agree as follows: 1. Termination of Original Lease. The Original Lease shall terminate effective as
AMENDMENT TO ROBERT C. BOWEN EMPLOYMENT AGREEMENTEmployment Agreement • December 7th, 2007 • Scientific Learning Corp • Services-educational services • California
THIS AMENDMENT TO ROBERT C. BOWEN EMPLOYMENT AGREEMENT (the “Amendment”) is made as of this 6th day of December 2007, by and between Scientific Learning Corporation (the “Company”), and Robert C. Bowen (“Executive”) (collectively, the “Parties”).
This Project Assignment is issued under the Independent Contractor Services Agreement (“Original Agreement”) dated April 17, 2003, between Scientific Learning Corporation of Oakland, California (“SLc”) and Dr. Paula Tallal of New York, New York...Project Assignment • March 30th, 2012 • Scientific Learning Corp • Services-educational services • New York
AMENDMENT NO. 4 TO LICENSE AGREEMENT OF SEPTEMBER 27, 1996 BETWEEN THE REGENTS OF THE UNIVERSITY OF CALIFORNIA AND SCIENTIFIC LEARNING CORPORATION COVERING TRAINING AIDS FOR THE REMEDIATION OF LEARNING DISABILITESLicense Agreement • March 8th, 2007 • Scientific Learning Corp • Services-educational services
Scientific Learning Corporation (“SLC") and The Regents of the University of California (the “Regents”) have entered into an Exclusive License Agreement, dated as of September 27, 1996, as amended by Amendment No. 1 effective as of January 1, 1999, Amendment No. 2, dated as of September 13, 2001, the consent letter dated August 7, 2003, and Amendment No. 3, effective September 30, 2003. Such Exclusive License Agreement, as thereby amended, is collectively referred to herein as the “License Agreement”.
BY AND BETWEEN SCIENTIFIC LEARNING CORPORATION (THE "BORROWER") AND BANKBOSTON, N.A. (THE "BANK") DATED AS OF JUNE 4, 1998Revolving Loan Agreement • June 10th, 1998 • Scientific Learning Corp • Connecticut
COMMERCIAL LEASECommercial Lease • May 9th, 2008 • Scientific Learning Corp • Services-educational services
Except for the items noted above, the Leased Premises shall be delivered in “AS IS” condition and LESSEE acknowledges that by taking possession of the Leased Premises, the Leased Premises “AS IS” are suitable for its intended use. LESSEE shall be responsible for any delays, costs and expenses caused by LESSEE’S failure to make decisions affecting the LESSOR’S Work in a timely manner. LESSEE shall be solely responsible for all costs, expenses and delays resulting from requests by LESSEE for work, quantities or materials in excess of the LESSOR’S Work noted above, provided, however, that the LESSOR shall not incur or impose any such costs, expenses or delays without first advising LESSEE of the nature and amount of such costs, expenses or delays and allowing LESSEE to reconsider its requirements.
Bob Feller Chief Financial Officer Scientific Learning CorporationCredit Facility Extension • March 3rd, 2010 • Scientific Learning Corp • Services-educational services
SECURITY AGREEMENTSecurity 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”).
ContractIntercreditor Agreement • February 5th, 2004 • Scientific Learning Corp • Services-educational services
Exhibit 99.3 INTERCREDITOR AGREEMENT This Intercreditor Agreement is made as of January 15, 2004 by and between WPV, Inc. (“Creditor”), and Comerica Bank (“Bank”). Recitals A. Scientific Learning Corporation (“Borrower”), has requested and/or obtained certain loans or other credit accommodations from Bank under a Loan and Security Agreement (the “Loan Agreement”) of even date, pursuant to which Borrower has granted Bank a security interest in the Collateral (as defined in the Loan Agreement). B. Creditor has caused to be issued for the benefit of Bank a Standby Letter of Credit (the “Letter of Credit”) in support of Borrower’s obligations under the Loan Agreement. Borrower and Creditor are parties to a Reimbursement and Security Agreement (the “Reimbursement Agreement”) of even date pursuant to which Borrower agrees to reimburse Creditor for amounts paid in connection with the Letter of Credit, and secures its obligation under the Reimbursement Agreement with a security interest in t
ContractRegistration 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
SEVENTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • March 3rd, 2010 • Scientific Learning Corp • Services-educational services
