ContractWarrant Agreement • August 5th, 2016 • Mattersight Corp • Services-computer integrated systems design • California
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR, SUBJECT TO SECTION 11 HEREOF, AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 5th, 2016 • Mattersight Corp • Services-computer integrated systems design • California
THIS LOAN AND SECURITY AGREEMENT is made and dated as of August 1, 2016 and is entered into by and between Mattersight Corporation, a Delaware corporation (the “Borrower”), HERCULES CAPITAL, INC., a Maryland corporation, and the several other banks and other financial institutions or entities from time to time parties to this Agreement (collectively, referred to as “Lender”) and HERCULES CAPITAL, INC., in its capacity as administrative agent and collateral agent for itself and the Lender (in such capacity, the “Agent”).
