AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT THIS AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT is made as of November 4, 2013 (the "Effective Date"), by and among Physical Graph Corporation, a Delaware corporation (the "Company"), each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an "Investor" and collectively referred to as the "Investors", and each of the individuals listed on Schedule B hereto, each of whom is referred to in this Agreement as a "Key Holder" and collectively referred to as the "Key Holders". RECITALS WHEREAS, certain of the Investors (the "Existing Investors") hold shares of the Company's Series Seed Preferred Stock and/or shares of Common Stock issued upon conversion thereof and possess registration rights, information rights, rights of first offer, and other rights pursuant to an Investors' Rights Agreement dated as of December 3, 2012 between the Company and such Investors (the "Prior Agreement"); WHEREAS, the Existing Investors are holders of a majority of the Preferred Stock (as defined in the Prior Agreement) (or Common Stock issued upon the conversion thereof) currently outstanding, and desire to amend and restate the Prior Agreement in its entirety and to accept the rights created pursuant to this Agreement in lieu of the rights granted to them under the Prior Agreement; and WHEREAS, certain of the Investors are parties to that certain Series A Preferred Stock Purchase Agreement of even date herewith between the Company and certain of the Investors (the "Purchase Agreement"), under which certain of the Company's and such Investors' obligations are conditioned upon the execution and delivery of this Agreement by such Investors, Existing Investors holding a majority of the Preferred Stock (or Common Stock issued upon the conversion thereof) currently outstanding, and the Company; NOW, THEREFORE, the Existing Investors hereby agree that the Prior Agreement sh