0001193125-11-350957 Sample Contracts

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”).

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Mattersight Corporation Chicago, IL 60606 December 19, 2011
Letter Agreement • December 22nd, 2011 • Mattersight Corp • Services-management consulting services

This letter agreement confirms certain understandings between Mattersight Corporation (“Mattersight”) and (the “Series B Stockholder”), holder of shares of 7% Series B Convertible Preferred Stock, par value $0.01 per share (the “Series B Preferred Stock”).

PURCHASE AND SETTLEMENT AGREEMENT
Purchase and Settlement Agreement • December 22nd, 2011 • Mattersight Corp • Services-management consulting services • Delaware

This PURCHASE AND SETTLEMENT AGREEMENT (this “Agreement”), is made and entered into as of December 19, 2011, by and between Mattersight Corporation, a Delaware corporation (the “Company”), and TCV III (GP), TCV III (Q), L.P., TCV III, L.P., TCV III Strategic Partners, L.P., TCV IV, L.P. and TCV IV Strategic Partners, L.P. (collectively the “Sellers” and individually referred to as a “Seller”).

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