Master Supply AgreementMaster Supply Agreement • July 22nd, 2024 • zSpace, Inc. • Services-prepackaged software
This Master Supply Agreement (“Agreement”) is made as of [***] (“Effective Date”) between [***], located at [***] (“[***]”) and zSpace, Inc., located at 2050 Gateway Place, Ste. 100-302, San Jose, California, 95110 USA (“zSpace”).
FORM OF INCENTIVE STOCK OPTION AGREEMENT pursuant to the zSPACE, INC.Incentive Stock Option Agreement • July 22nd, 2024 • zSpace, Inc. • Services-prepackaged software • Delaware
THIS INCENTIVE STOCK OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between zSPACE, Inc., a Delaware corporation (the “Company”), and the Optionee specified above, pursuant to the zSPACE, Inc. 2024 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”); and
Loan and Security AgreementLoan and Security Agreement • July 22nd, 2024 • zSpace, Inc. • Services-prepackaged software • New York
This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of the date set forth above (the “Effective Date”) by and between Fiza Investments Limited, an entity organized under the laws of the Cayman Islands (together with its assigns, “Lender”), and the borrower(s) named above (each and collectively, “Borrower”).
AMENDMENT NO. 1 TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • July 22nd, 2024 • zSpace, Inc. • Services-prepackaged software • New York
This Amendment No. 1 to Loan and Security Agreement (this “Amendment”) is entered into as of July 11, 2024 (the “Effective Date”) by and between FIZA INVESTMENTS LIMITED, an entity organized under the laws of the Cayman Islands (together with its assigns, “Lender”), and ZSPACE, INC., a Delaware corporation (“Borrower”). The parties agree as follows:
ZSPACE, INC. Underwriting Agreement [●] Shares of Common StockUnderwriting Agreement • July 22nd, 2024 • zSpace, Inc. • Services-prepackaged software • New York
zSpace, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Roth Capital Partners, LLC (“Roth Capital”) and Craig-Hallum Capital Group LLC are acting as the representatives (the “Representatives”), an aggregate of [●] authorized but unissued shares (the “Firm Shares”) of common stock, par value $0.00001 per share (the “Common Stock”) of the Company. The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional [●] shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares”. The Shares, the Representative’s Warrants (as defined below) and the Representative’s Warrant Shares (as defined below) are collectively referred to as the “Securities.”
SUPPLY AGREEMENTSupply Agreement • July 22nd, 2024 • zSpace, Inc. • Services-prepackaged software • England and Wales
This Supply Agreement (“Agreement”) is made and effective on and from the date of signing hereof (“Effective Date”) by and between zSpace, Inc., a Delaware corporation (“Buyer” / “zSpace”) headquartered at 2050 Gateway Place, Suite 100-302, San Jose, CA 95110 and [***], commercial registration number [***], a company duly incorporated and organized under the laws of [***] with its principal place of business at [***] (“Supplier” / “[***]”).
FORM OF NON-QUALIFIED STOCK OPTION AGREEMENT pursuant to the zSPACE, INC.Non-Qualified Stock Option Agreement • July 22nd, 2024 • zSpace, Inc. • Services-prepackaged software • Delaware
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between zSPACE, Inc., a Delaware corporation (the “Company”), and the Optionee specified above, pursuant to the zSPACE, Inc. 2024 Equity Incentive Plan, as in effect and as amended from time to time (the “Plan”); and
AMENDMENT 1 TO THE COMMERCIAL TERMS AND GENERAL TERMS AND CONDITIONS OF SALEzSpace, Inc. • July 22nd, 2024 • Services-prepackaged software
This is Amendment 1 to the COMMERCIAL TERMS AND GENERAL TERMS AND CONDITIONS OF SALE effective November 1, 2021, by and between zSpace, Inc., a Delaware corporation, acting on behalf of itself and its Affiliates (collectively, “Buyer”), and [***], a California corporation (“[***]”) (“Agreement”). The effective date of this Amendment 1 is March 11, 2024 (“Amendment 1 Effective Date”). [***] and Buyer may be referred to individually as a “Party” or collectively as “Parties.” Capitalized terms used in this Amendment are either defined herein or are set forth in the Agreement.
zSPACE, INC. FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENTForm of Restricted Stock Unit Award Agreement • July 22nd, 2024 • zSpace, Inc. • Services-prepackaged software • Delaware
This Restricted Stock Unit Agreement (this “Agreement”) is made and entered into as of [MONTH] [●], 202_ (the “Grant Date”) by and between zSPACE, Inc., a Delaware corporation (the “Company”) and [Insert Grantee’s Name] (the “Grantee”).
SPECIALISED APPLICATION LICENCE AGREEMENTLicence Agreement • July 22nd, 2024 • zSpace, Inc. • Services-prepackaged software • California
This [***] Specialised Application Licence Agreement is made as of [***] (“Effective Date”) and is between [***], a California corporation with its offices at [***] “[***]”) and the company whose details are set out below (“Company”).
