ContractCopy Stock Purchase Agreement this Agreement • November 14th, 2001 • Scientific Learning Corp • Services-educational services • New York
Execution Copy STOCK PURCHASE AGREEMENT This Agreement (the “Agreement”) is made as of November 7, 2001 by and between SCIENTIFIC LEARNING CORPORATION, a Delaware corporation (the “Company”), and Warburg, Pincus Ventures, L.P., a Delaware limited partnership (the “Investor”). In consideration of the mutual covenants herein and for other good and valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, the parties hereby agree as follows: 1. AUTHORIZATION OF SALE OF THE SHARES. Subject to the terms and conditions of this agreement, the Company has authorized the issuance and sale of Four Million (4,000,000) shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”). 2. AGREEMENT TO SELL AND PURCHASE THE SHARES. At the Closing (as defined in Section 3), the Company shall issue and sell the Shares to the Investor and the Investor shall buy the Shares from the Company for an aggregate purchase price of $5,000,000.00,
