SCIENTIFIC LEARNING CORP Contracts & Agreements

Amendment No. 3 to SLC License Agreement, between Scientific Learning Corporation and Posit Science Corporation (f/k/a Neuroscience Solutions Corporation), dated as of December... (Filed With SEC on December 23, 2013)

FOURTH AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (Filed With SEC on August 13, 2013)

Retention Agreement between the Company and Jane A. Freeman (Filed With SEC on July 5, 2013)

THIRD AMENDMENT TO AMENDED and RESTATED LOAN AND SECURITY AGREEMENT (Filed With SEC on May 14, 2013)

SUBORDINATED NOTE AND WARRANT PURCHASE AGREEMENT (Filed With SEC on May 14, 2013)

REGISTRATION RIGHTS AGREEMENT (Filed With SEC on May 14, 2013)

SECURITY AGREEMENT (Filed With SEC on May 14, 2013)

Scientific Learning Corporation Warrant To Purchase Common Stock (Filed With SEC on May 14, 2013)

PROJECT ASSIGNMENT (Filed With SEC on April 1, 2013)

Scientific Learning Corporation 2013 Profit Sharing Plan (Filed With SEC on April 1, 2013)

Scientific Learning Corporation 2013 Management Incentive Plan (Filed With SEC on February 26, 2013)

Lease Extension and Modification Agreement by and between Scientific Learning Corporation and Rotunda Partners II, LLC, dated October 3, 2012 (Filed With SEC on October 5, 2012)

Confidential Separation and Release Agreement (Filed With SEC on August 15, 2012)

Exhibit 10.3 (Filed With SEC on August 14, 2012)

Separation Agreement between the Company and D. Andrew Myers dated July 12, 2012 (Filed With SEC on July 12, 2012)

Consultant Agreement between the Company and D. Andrew Myers dated July 12, 2012 (Filed With SEC on July 12, 2012)

Employment Offer Letter Agreement between the Company and Robert C. Bowen, effective July 8, 2012 (Filed With SEC on July 12, 2012)

Employment Offer Letter Agreement between the Company and Jane Freeman dated July 12, 2012 (Filed With SEC on July 12, 2012)

Second Amendment dated June 5, 2012 to the Tri-Pointe Office Lease, dated April 5, 2006 by and between the Company and Tri-Pointe Tucson, LLC (Filed With SEC on June 22, 2012)

First Amendment dated June 11, 2012 to the Amended and Restated Loan and Security Agreement dated February 9, 2012 between the Company and Comerica Bank (Filed With SEC on June 18, 2012)

Independent Contractor Project Assignment between the Registrant and Paula A. Tallal effective January 1, 2012 (Filed With SEC on March 30, 2012)

Independent Contractor Project Assignment between the Registrant and School Executive Consulting (for Michael Moses services) effective January 1, 2012 (Filed With SEC on March 30, 2012)

Independent Contractor Agreement dated February 1, 2011 between the Registrant and Shari Simon and Project Assignment thereunder dated February 24, 2011 (Filed With SEC on March 30, 2012)

Independent Contractor Project Assignment between the Registrant and Shari Simon effective January 1, 2012 (Filed With SEC on March 30, 2012)

Form of Warrant to Purchase Common Stock (Filed With SEC on March 23, 2012)

Securities Purchase Agreement by and among Scientific Learning Corporation and the Investors (defined therein), dated as of March 22, 2012 (Filed With SEC on March 23, 2012)

2012 Scientific Learning Bonus Plan (Filed With SEC on February 28, 2012)

Amended and Restated Loan and Security Agreement dated February 9, 2012 between the Company and Comerica Bank (Filed With SEC on February 16, 2012)

1999 Equity Incentive Plan, as amended (Filed With SEC on March 4, 2011)

Independent Contractor Project Assignment between the Registrant and Paula A. Tallal effective January 1, 2011 (Filed With SEC on March 4, 2011)

Independent Contractor Project Assignment between the Registrant and Michael A. Moses effective January 1, 2011 (Filed With SEC on March 4, 2011)

2011 Management Incentive Plan (Filed With SEC on February 25, 2011)

Form of 1999 Employee Stock Purchase Plan Offering under the Employee Stock Purchase Plan (Filed With SEC on March 3, 2010)

Retirement Agreement by and between Scientific Learning Corporation and Robert C. Bowen, effective as of January 1, 2010 (Filed With SEC on March 3, 2010)

Independent Contractor Agreement by and between Scientific Learning Corporation and Robert C. Bowen, effective as of January 1, 2010 (Filed With SEC on March 3, 2010)

Independent Contractor Project Assignment between the Registrant and Paula A. Tallal effective January 1, 2010 (Filed With SEC on March 3, 2010)

Independent Contractor Project Assignment between the Registrant and Michael A. Moses effective January 1, 2010 (Filed With SEC on March 3, 2010)

Bilateral Extension Letter relating to Loan and Security Agreement, dated as of December 31, 2009, by and between Comerica Bank and the Registrant (Filed With SEC on March 3, 2010)

Seventh Amendment to Loan and Security Agreement, dated as of February June 30, 2008, by and between Comerica Bank and the Registrant, including Prime Referenced Rate Addendum to... (Filed With SEC on March 3, 2010)

2010 Management Incentive Plan (Filed With SEC on February 11, 2010)

2010 Management Incentive Plan, including financial goals bonus payout matrix (Filed With SEC on February 4, 2010)

Project Assignment, dated January 27, 2009, between the Company and Paula Tallal (Filed With SEC on May 8, 2009)

Project Assignment, dated January 1, 2009, between the Company and School Executive Consulting, Inc. (for consulting services from Michael Moses) (Filed With SEC on May 8, 2009)

SIXTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (Filed With SEC on April 30, 2009)

Scientific Learning Corporation 2009 Management Incentive Plan (Filed With SEC on February 23, 2009)

Letter Agreement with D. Andrew Myers (Filed With SEC on January 2, 2009)

Letter Agreement with Robert C. Bowen (Filed With SEC on January 2, 2009)

Fifth Amendment to Loan and Security Agreement between the Company and Comerica Bank, dated June 30, 2008 (Filed With SEC on August 6, 2008)

Salary deferral plan letter agreement (Filed With SEC on August 1, 2008)

First Amendment to Lease dated February 2008, between TriPointe Tucson, LLC and the Company (Filed With SEC on May 9, 2008)

Commercial Lease, dated February 26, 2008, between Clematis, LLC and the Company (Filed With SEC on May 9, 2008)

2008 Management Incentive Plan (Filed With SEC on March 12, 2008)

Major Reseller Agreement dated as of October 15, 2007, between Posit Science Corporation and Registrant (Filed With SEC on March 11, 2008)

Asset Purchase Agreement between Scientific Learning Corporation and JTT Holdings, Inc., d/b/a Soliloquy Learning, dated December 18, 2007 (Filed With SEC on December 21, 2007)

Offer of Employment Letter Agreement with D. Andrew Myers (Filed With SEC on December 7, 2007)

Amendment to Employment Agreement with Robert C. Bowen (Filed With SEC on December 7, 2007)

Independent Contractor Agreement with Dr. Michael Merzenich (Filed With SEC on July 26, 2007)

Independent Contractor Agreement with Dr. Michael A. Moses (Filed With SEC on July 26, 2007)

INDEPENDENT CONTRACTOR AGREEMENT (Filed With SEC on March 13, 2007)

Scientific Learning Corporation 2007 Management Incentive Plan (Filed With SEC on March 13, 2007)

Amendment No. 4 to Exclusive License Agreement, dated September 27, 1996, with the Regents of the University of California, amending the agreement filed as Exhibit 10.13 (Filed With SEC on March 8, 2007)

Third Amendment to Loan and Security Agreement, dated as of September 5, 2006, by and between Comerica Bank and the Company, amending the Loan and Security Agreement filed as... (Filed With SEC on March 8, 2007)

SCIENTIFIC LEARNING CORPORATION 1999 EQUITY INCENTIVE PLAN Adopted February 19, 1996 Approved By Stockholders March 30, 1996 Amended and Restated September 27, 1996 Approved By... (Filed With SEC on March 14, 2006)

STANDARD FORM OF SCIENTIFIC LEARNING CORPORATION RESTRICTED STOCK UNIT AWARD AGREEMENT SCIENTIFIC LEARNING CORPORATION 1999 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AWARD... (Filed With SEC on March 14, 2006)

SCIENTIFIC LEARNING CORPORATION 1999 EMPLOYEE STOCK PURCHASE PLAN OFFERING ADOPTED BY BOARD OF DIRECTORS APRIL 22, 1999; AS AMENDED THROUGH OCTOBER 26, 2005 (Filed With SEC on March 14, 2006)

Scientific Learning Corporation 2006 Management Incentive Plan (Filed With SEC on March 14, 2006)

SECOND AMENDMENT TO LOAN AND SECURITY AGREEMENT (Filed With SEC on March 14, 2006)

EXHIBIT 10.2 Scientific Learning Corporation 2005 Management Incentive Plan (Filed With SEC on March 25, 2005)

SCIENTIFIC LEARNING CORPORATION 1999 EQUITY INCENTIVE PLAN Adopted February 19, 1996 Approved By Stockholders March 30, 1996 Amended and Restated September 27, 1996 Approved By... (Filed With SEC on May 14, 2004)

SCIENTIFIC LEARNING CORPORATION MILESTONE EQUITY INCENTIVE PLAN Adopted February 25, 2003 Approved By Stockholders May 21, 2003 Amended January 28, 2004 Approved By Stockholders... (Filed With SEC on May 14, 2004)

% of Base Salary Available as MIP Award at Specified Levels of Achievement of Goals (Filed With SEC on May 14, 2004)

SCIENTIFIC LEARNING CORPORATION 1999 EQUITY INCENTIVE PLAN Adopted February 19, 1996 Approved By Stockholders March 30, 1996 Amended and Restated September 27, 1996 Approved By... (Filed With SEC on August 14, 2003)

Shares (Filed With SEC on August 14, 2003)

SCIENTIFIC LEARNING CORPORATION 1999 NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN Adopted May 17, 1999 Approved By Stockholders May 28, 1999 Amended October 9, 2002 Amended February... (Filed With SEC on August 14, 2003)

SCIENTIFIC LEARNING CORPORATION 1999 EMPLOYEE STOCK PURCHASE PLAN Adopted April 22, 1999 Approved By Stockholders May 28, 1999 Amended March, 2002 Approved By Stockholders May 21,... (Filed With SEC on August 14, 2003)

SCIENTIFIC LEARNING CORPORATION 1999 EMPLOYEE STOCK PURCHASE PLAN OFFERING ADOPTED BY BOARD OF DIRECTORS APRIL 22, 1999; As AMENDED THROUGH FEBRUARY 25, 2003 (Filed With SEC on August 14, 2003)

SCIENTIFICLEARNING CORPORATION 1999 EQUITY INCENTIVE PLAN STOCKOPTION AGREEMENT (INCENTIVE STOCK OPTION OR NONSTATUTORY STOCK OPTION) (Filed With SEC on May 15, 2001)

Notice of Grant of Stock Options Scientific Learning Corporation And Option Agreement ID: 94 ###-###-#### First_Name Last_Name Option Number: Number... (Filed With SEC on May 15, 2001)

LOANAGREEMENT (Filed With SEC on May 15, 2001)

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SCIENTIFIC LEARNING CORP Contracts & Agreements