Common use of FORM OF BORROWING BASE CERTIFICATE Clause in Contracts

FORM OF BORROWING BASE CERTIFICATE. To: The PrivateBank and Trust Company Please refer to the Credit Agreement dated as of March 5, 2009 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Agreement”) among the undersigned Borrowers and The PrivateBank and Trust Company. This certificate (this “Certificate”), together with supporting calculations attached hereto, is delivered to you pursuant to the terms of the Credit Agreement. Capitalized terms used but not otherwise defined herein shall have the same meanings herein as in the Credit Agreement. Each Borrower hereby certifies and warrants to the Lender that at the close of business on ______________, ____ (the “Calculation Date”), the Borrowing Base was $_____________, computed as set forth on the schedule attached hereto. The Borrowers have caused this Certificate to be executed and delivered by its officer thereunto duly authorized on ___________, ______. WESTELL TECHNOLOGIES, INC., as a Borrower and Borrower Representative By: Name:____________________________________ Title: WESTELL, INC., as a Borrower By: Name:____________________________________ Title: TELTREND LLC, as a Borrower By: Name:____________________________________ Title: CONFERENCE PLUS, INC., as a Borrower By: Name:____________________________________ Title: 14766353\V-9 Dated as of [_________________]

FORM OF BORROWING BASE CERTIFICATE. To: The PrivateBank and Trust Company CIBC Bank USA, as Lender Please refer to the Credit Loan and Security Agreement dated as of March 5[_______ ___], 2009 2017 (as amended, restated, supplemented or otherwise modified from time to time, the “Credit Loan and Security Agreement”) among Mattersight Corporation (“Borrower”), the undersigned Borrowers other Loan Parties from time to time party thereto, and CIBC Bank USA (formerly known as The PrivateBank and Trust Company), as Lender. This certificate (this “Certificate”), together with supporting calculations attached hereto, is delivered to you pursuant to the terms of the Credit Loan and Security Agreement. Capitalized terms used but not otherwise defined herein shall have the same meanings herein as in the Credit Loan and Security Agreement. Each Borrower hereby certifies and warrants to the Lender that at the close of business on ______________, ____ (the “Calculation Date”), the Borrowing Base was $__________________, computed as set forth on the schedule attached hereto. The Borrowers have Borrower has caused this Certificate to be executed and delivered by its officer thereunto duly authorized officer on ___________, ______, 20__. WESTELL TECHNOLOGIES, INC., as a Borrower and Borrower Representative MATTERSIGHT CORPORATION By: Name:____________________________________ TitleName: WESTELL, INC., as a Borrower By: Name:____________________________________ Title: TELTREND LLC, as a Borrower By: Name:____________________________________ Title: CONFERENCE PLUS, INC., 1. Monthly Recurring Subscription Revenue as a Borrower By: Name:of Calculation Date $____________________________________ Title: 14766353\V-9 Dated as of [_________________]