ContractReimbursement and Security Agreement this Agreement • February 5th, 2004 • Scientific Learning Corp • Services-educational services • New York
Exhibit 99.2 REIMBURSEMENT AND SECURITY AGREEMENT This Agreement (the “Agreement”) is made as of January 15, 2004 by and between Scientific Learning Corporation (the “Company”), and WPV, Inc. (“WPV”). WHEREAS, the Company is seeking to obtain bank financing from Comerica Bank (the “Bank”) and the Bank has indicated its willingness to provide such bank financing pursuant to a Revolving Loan Agreement (the “Loan Agreement”) to be entered into by and between the Company and the Bank, with respect to revolving loans not to exceed $7,000,000.00 in aggregate principal amount, upon the delivery of a New Letter of Credit (as defined below) in favor of the Bank, to be issued by a bank at the request and on the account of WPV (on the terms and conditions described below); WHEREAS, WPV’s parent, Warburg, Pincus Ventures, L.P., holds a substantial interest in the Company through the ownership of shares of Common Stock of the Company, par value $0.001 per share (the “Common Stock”), and warrants
