0001193125-14-260795 Sample Contracts

SECOND AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 3rd, 2014 • Mattersight Corp • Services-management consulting services

This Second Amendment to Amended and Restated Loan and Security Agreement (this “Amendment”) is entered into this 27th day of June 2014, by and among (a) SILICON VALLEY BANK, a California corporation with a loan production office located at 230 West Monroe, Suite 720, Chicago, Illinois 60606 (“Bank”), and (b) (i) MATTERSIGHT CORPORATION, a Delaware corporation (“Mattersight Corporation”), (ii) MATTERSIGHT EUROPE HOLDING CORPORATION, a Delaware corporation (“Mattersight Europe”), and (iii) MATTERSIGHT INTERNATIONAL HOLDING, INC., an Illinois corporation (“Mattersight International”; and together with Mattersight Corporation and Mattersight Europe, jointly and severally, individually and collectively, “Borrower”).

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MODIFICATION NO. 2 TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 3rd, 2014 • Mattersight Corp • Services-management consulting services • California

This Second Modification No. 2 to Loan and Security Agreement (the “Second Modification”) is entered into as of June 27, 2014 (the “Second Modification Effective Date”), by and between Partners for Growth IV, L.P. (“PFG”), Mattersight Corporation, a Delaware corporation, Mattersight Europe Holding Corporation, a Delaware corporation and Mattersight International Holding, Inc., an Illinois corporation (individually and collectively, jointly and severally, “Borrower”), whose address is 200 S Wacker Drive, Suite 820, Chicago, IL 60606.

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