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 ”).
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 of September 30, 2003 (the
2. Termination Fee. Tenant shall pay to Landlord, the amount of $2,200,000 (the “ Termination Fee ”), by
separate checks, in monthly installments of $146,666.67, commencing on October 1, 2003, and continuing on the
first of each month until paid in full. The Termination Fee shall be used by Landlord to reimburse Landlord for
commissions and tenant-improvement expenses relating to Tenant’s initial build-out under the Original Lease
(prior to Tenant’s original occupancy of the Original Leased Premises in March 2001) of that portion of the
Original Leased Premises which Tenant is vacating in accordance with this Agreement, and also to pay for
commissions and tenant improvements expenses in connection with re-leasing that portion of the original
Premises that the Tenant is vacating in accordance with this Agreement.
3. Release. Tenant and Landlord each acknowledge to the other that upon full complianc