0001193125-11-350956 Sample Contracts

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • December 22nd, 2011 • Mattersight Corp • Services-management consulting services • California

This Registration Rights Agreement (the “Agreement”) is made and entered into as of this 19th day of December, 2011 by and among Mattersight Corporation, a Delaware corporation (the “Company”), and the “Investors” named in those certain Purchase Agreements by and among the Company and each of the Investors (the “Purchase Agreements”). Capitalized terms used herein have the respective meanings ascribed thereto in the Purchase Agreements unless otherwise defined herein.

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