Eloyalty Corp Sample Contracts

i- 3 RIGHTS AGREEMENT
Rights Agreement • January 10th, 2000 • Eloyalty Corp • Non-operating establishments • Delaware
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RECITALS
Share Purchase Agreement • March 28th, 2002 • Eloyalty Corp • Services-business services, nec • Illinois
OPERATING AGREEMENT
Operating Agreement • March 20th, 2001 • Eloyalty Corp • Non-operating establishments • Delaware
AGREEMENT ---------
Common Stock Purchase Agreement • August 14th, 2000 • Eloyalty Corp • Non-operating establishments • Illinois
RECITALS
License Agreement • January 10th, 2000 • Eloyalty Corp • Non-operating establishments • Illinois
and
Rights Agreement • March 24th, 2000 • Eloyalty Corp • Non-operating establishments • Delaware
AMENDMENT NO. 10 TO LOAN AGREEMENT
Loan Agreement • March 23rd, 2006 • Eloyalty Corp • Services-management consulting services
1 EXHIBIT 10.15 RIVER PLACE POINTE II LEASE AGREEMENT
Lease Agreement • March 30th, 2000 • Eloyalty Corp • Non-operating establishments • Texas
and
Rights Agreement • December 23rd, 1999 • Eloyalty Corp • Non-operating establishments • Delaware
1 EXHIBIT 10.4 REGISTRATION RIGHTS AGREEMENT dated as of August 13, 1999
Registration Rights Agreement • November 5th, 1999 • Eloyalty Corp • Illinois
SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 12th, 2015 • Mattersight Corp • Services-management consulting services • Illinois

This SECOND AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 10, 2015 (the “Effective Date”) among (a) SILICON VALLEY BANK, a California corporation with a loan production office located at 380 Interlocken Crescent, Suite 600, Broomfield, Colorado 80021 (“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”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. This Agreement amends and restates in its entirety that certain Amended and Restated Loan and Security Agreement, dated as of May 30, 2013, as amended by that certain First Amendment, dated as

PURCHASE AGREEMENT
Purchase Agreement • December 22nd, 2011 • Mattersight Corp • Services-management consulting services • New York

THIS PURCHASE AGREEMENT (“Agreement”) is made as of the 19th day of December, 2011, by and among Mattersight Corporation, a Delaware corporation (the “Company”), and the Investors set forth on the signature pages affixed hereto (each an “Investor” and collectively the “Investors”).

RECITALS
Rights Agreement • August 14th, 2000 • Eloyalty Corp • Non-operating establishments • Illinois
1 EXHIBIT 10.2 ELOYALTY VENTURES, L.L.C. OPERATING AGREEMENT DATED AS OF JULY 21, 2000 TABLE OF CONTENTS
Operating Agreement • November 14th, 2000 • Eloyalty Corp • Non-operating establishments • Delaware
Exhibit 10.5 SHARED SERVICES AGREEMENT by and between TECHNOLOGY SOLUTIONS COMPANY
Shared Services Agreement • January 10th, 2000 • Eloyalty Corp • Non-operating establishments • Illinois
VAUGHAN THOMAS COMPROMISE AGREEMENT
Compromise Agreement • March 28th, 2002 • Eloyalty Corp • Services-business services, nec
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INDEMNIFICATION AGREEMENT
Indemnification Agreement • March 14th, 2013 • Mattersight Corp • Services-management consulting services • Delaware
Contract
Mattersight Corp • August 5th, 2016 • 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.

PROMISSORY NOTE
Eloyalty Corp • May 15th, 2001 • Non-operating establishments
RECITALS
Investor Rights Agreement • September 25th, 2001 • Eloyalty Corp • Non-operating establishments • Illinois
MATTERSIGHT CORPORATION AND THE PURCHASERS NAMED HEREIN COMMON STOCK PURCHASE AGREEMENT February 23, 2017
Common Stock Purchase Agreement • February 24th, 2017 • Mattersight Corp • Services-computer integrated systems design • New York

This Common Stock Purchase Agreement (this “Agreement”) is made as of February 23, 2017 by and between Mattersight Corporation, a Delaware corporation (the “Company”), and those purchasers listed on the attached Exhibit A, as such exhibit may be amended from time to time (each a “Purchaser,” and collectively, the “Purchasers”).

AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • March 11th, 2009 • Eloyalty Corp • Services-management consulting services • Illinois

eLoyalty Corporation (the “Company”), and Christopher J. Danson, an individual (“Employee”), enter into this Amended and Restated Employment Agreement (“Agreement”) as of September 8, 2008.

DATED AS OF [ ]
Reorganization Agreement • January 10th, 2000 • Eloyalty Corp • Non-operating establishments • Illinois
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