LOAN AND SECURITY AGREEMENT
This Third Amendment to Loan and Security Agreement (the “Amendment”) is entered into as of
September 5, 2006, by and between COMERICA BANK (“Bank”) and SCIENTIFIC LEARNING
Borrower and Bank are parties to that certain Loan and Security Agreement dated as of January 15,
2004 (as amended from time to time, including without limitation by that certain First Amendment to Loan and
Security Agreement dated as of September 29, 2004, and that certain Second Amendment to Loan and Security
Agreement dated as of December 2, 2005, together with any related agreements, the “Agreement”). Hereinafter,
all indebtedness owing by Borrower to Bank shall be referred to as the “Indebtedness.” The parties desire to
amend the Agreement in accordance with the terms of this Amendment.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
Incorporation by Reference . The Recitals and the documents referred to therein are incorporated herein
by this reference. Except as otherwise noted, the terms not defined herein shall have the meaning set
forth in the Agreement.
Amendment to the Agreement . Subject to the satisfaction of the conditions precedent as set forth in
Article IV hereof, the Agreement is hereby amended as set forth below.
The following defined terms are hereby alphabetically added to Section 1.1 of the Agreement
or amended and restated in their entirety to read as follows:
“Letter of Credit” means a commercial or standby letter of credit or similar undertaking issued
by Bank at Borrower’s request in accordance with Section 2.1(b).
“Letter of Credit Sublimit” means a sublimit for Letters of Credit under the Revolving Line not
to exceed $1,000,000.
The first sentence of Section 2.1(a)(i) of the Agreement is