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
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, representing a purchase price of $1.25 per Share (the “Purchase
3. THE CLOSING.
3.1. Closing Date . The closing of the issuance, purchase and sale and delivery of the Shares (the
“Closing”) shall take place on November 20, 2001, or at such date and time as soon as possible thereafter
on which all of the conditions to closing set forth in this Agreement have been satisfied. If the Closing
does not occur on or before January 15, 2002, this Agreement shall automatically terminate and be of no
further force and effect; provided, however, that such termination shall not release any party from liability
for any breach of this Agreement by such party that occurs prior to such termination.
3.2. Delivery . At the Closing, against payment to the Company of the Purchase Price by wire transfer
to the Company of immediately available funds, the Company shall instruct its transfer agent to deliver
promptly to the Investor a certificate representing the