Business Loan and Security Agreement by and between Itria Ventures LLC and zSpace, Inc. in the amount of $900,000 effective as of February 26, 2025

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This Term Loan Summary forms a part of and is incorporated by reference into the Business Loan and Security Agreement that follows.

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BUSINESS LOAN AND SECURITY AGREEMENT

This BUSINESS LOAN AND SECURITY AGREEMENT (“Agreement”) is entered into by and among Itria Ventures LLC, a Delaware limited liability company, as lender (including its successors and assigns, “Lender”, “we”, “us” or “our”), the Borrower identified in the Term Loan Summary (“Borrower”, “you” or “your”) and each Guarantor identified in the Term Loan Summary (each, a “Guarantor” and, collectively, the “Guarantors”). This Agreement sets out the legal terms and conditions of the business loan being made by Lender to Borrower (“Loan”). Capitalized terms used below may also be defined in the Term Loan Summary on the prior page.

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Borrower Loan Dashboard or email, where Servicer’s contact information including email shall be displayed, it being understood that no further notice to Lender shall be required. The email of the current Servicer is: ***@***.

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for any fees charged by Borrower’s bank as the result of credits or debits initiated under this Agreement.

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(i) first, to interest accrued on the Loan, (ii) second, to any fees, expenses and other Obligations that are then due and payable under this Agreement and (iii) third, to the Loan Amount (as a reduction of the principal balance of the Loan).

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(5) business days after the date of the Prepayment Notice and no later than the next scheduled Periodic Payment Date. Lender will notify you in writing of the Prepayment Amount due and payable on the Prepayment Date via Email Alert or the Borrower Dashboard not later than one (1) business day prior to the Prepayment Date.

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of Default) is the “Interest Amount”. From and after the date 30 days following the occurrence of an Event of Default, until such time as the Event of Default continues, the entire unpaid principal balance of the Loan will bear interest at a rate 5% higher than the Interest Rate specified in the Term Loan Summary, unless waived by the Lender at its sole discretion, but shall not in any event exceed maximum legal rate of interest permitted under New York law (“Default Interest Rate”). Interest accrued at the Default Interest Rate shall be payable upon demand and will result in a higher total Repayment Amount payable by you. In the event that a court of competent jurisdiction determines that Lender has charged or received interest in excess of the maximum permitted rate, then (i) the applicable interest rate, inclusive of any fees or charges payable under this Agreement that are determined by such court to constitute interest, shall be automatically reduced to the maximum rate permitted by law and (ii) if required by law, any sums already collected from Borrower that exceed the maximum permitted rate will be refunded or credited to Borrower.

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and interest in, to and under the following property, whether tangible or intangible and whether now owned or existing or hereafter arising or acquired and wherever located: (i) all inventory used in Borrower’s business (as defined in Article 9 of the Uniform Commercial Code (the “UCC”) in effect from time to time in the State of New York); (ii) all Receivables (as defined); and (iii) all proceeds from Receivables and/or rights to payment and collection of all debts, obligations and liabilities owed to Borrower, including, without limitation, amounts due from merchant processors from credit or debit card transactions. As used herein, “Receivables” means any and all: (i) funds that Merchant receives from its customers using credit cards, charge cards, debit cards, prepaid cards, benefit cards, or similar cards to purchase Merchant’s products and/or services (including without limitation any such funds that are processed by Merchant’s card processor(s)); (ii) funds that Merchant receives from its customers in any manner of payment to purchase Merchant’s products and/or services; (iii) accounts, future accounts, contract rights, choses in action, checks, notes, negotiable instruments and any other rights to receive payment; and (iv) insurance proceeds received by Merchant (up to the Amount Sold, less total remittances under this Agreement). “Receivables” also includes the Receivables of Merchant’s subsidiaries and affiliated companies and, upon a Material Breach, of any (x) new or existing company owned or controlled by Merchant (collectively, an “Other Business”), (y) any new or existing company, whether owned or controlled by Merchant or any third party, to which all or a material portion of the business or assets of Merchant are sold or otherwise transferred (collectively, a “Successor Company”) or (z) any affiliate of any of the foregoing, in each case without the express prior written consent of Purchaser.

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to make such UCC filings (including, without limitation, a UCC-1 financing statement) and any other filings or recordations against Borrower or the Collateral that Lender deems necessary or desirable, in its sole discretion, to perfect or maintain the perfection of or otherwise protect Lender’s Security Interest in the Collateral, subject in each case to the provisions of the Intercreditor Agreement. Upon request by Lender, Borrower agrees to execute any documents or take any other action in connection with this Agreement as Lender deems necessary or desirable to perfect or maintain the perfection of or otherwise protect Lender’s Security Interest in the Collateral.

Borrower and each Guarantor authorize each of Lender and/or Servicer from time to time, in their sole discretion, to:

Borrower represents and warrants to Lender that:

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compliance with all applicable federal, state and local laws, statutes, regulations and rules relating to Borrower’s

business;

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Effective Date solely and exclusively for working capital and other uses in Borrower’s business;

to operate Borrower’s business under applicable law;

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or household purposes;

“Permitted Acquisition” means (A) any purchase or other acquisition by Borrower or its subsidiaries (including the creation and capitalization of any subsidiary in connection with such purchase or other acquisition) of (x) all of the capital stock of a person that, upon the consummation thereof, will become a wholly-owned subsidiary (including as a result of a merger or consolidation) or (y) all or substantially all the assets of, or assets constituting one or more business units of, any person or (B) a merger, combination or acquisition consisting of a transaction or series of related transactions in which (i) the holders of the voting securities of the Borrower outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of related transactions, at least a majority of the total voting power represented by the outstanding voting securities of the Borrower or such other surviving or resulting entity and (ii) the executive management team of Borrower immediately prior to such transaction or series of related transactions retains, immediately after such transaction or series of related transactions, control of the operations of Borrower or such other surviving or resulting entity; provided, that, with respect to each such Permitted Acquisition, the aggregate cash consideration paid in connection with all such Permitted Acquisitions does not exceed $3,000,000. The Borrower shall inform the Lender in writing of any Permitted Acquisition as soon as reasonably practicable prior to the closing of any such transaction, it being understood that Lender consent is not required.

“Permitted Investment” means, collectively, (A) Borrower’s following investments, subject to the aggregate dollar cap for all such investments of $5,000,000, (i) investments existing on the Effective Date, including investments (directly or via another subsidiary) in subsidiaries; (ii) marketable direct obligations issued or unconditionally guaranteed by the United States of America or any agency or any State thereof maturing within one (1) year from the date of acquisition thereof; (iii) commercial paper maturing no more than one (1) year from the date of creation thereof and currently having rating of at least A-2 or P-2 from either Standard & Poor’s Corporation or Moody’s Investors Service (approx. $0 on the Effective Date); (iv) bank certificates of deposit maturing no more than one (1) year from the date of investment therein (approx. $0 on the Effective Date); (v) bank money market accounts; and

(vi) Investments in bank deposit or checking accounts or otherwise permitted by, and subject to the terms and conditions of Section 2; (vii) investments consisting of the endorsement of negotiable instruments for deposit or collection or similar transactions in the ordinary course of business consistent with past practice (approx. $0 on the Effective Date); (viii) investments made in connection with Permitted Transfers, up to $1,000,000 in the aggregate during any 12-month period after the Effective Date; (ix) investments by Borrower (directly or via another subsidiary) in subsidiaries, up to $750,000 in the aggregate during any 12-month period after the Effective Date; (x) investments not to exceed $250,000 in the aggregate in any fiscal year consisting of (A) travel advances and employee relocation loans and other employee loans and advances in the ordinary course of business, and (B) loans to employees, officers or directors relating to the purchase of equity securities of Borrower or its subsidiaries pursuant to employee stock purchase plan agreements approved by Borrower’s board of directors, up to $150,000 in the aggregate during any 12-month period after the Effective Date; (xi) investments (including debt obligations) made in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other

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disputes with, customers or suppliers arising in the ordinary course of Borrower’s business, up to $200,000 in the aggregate during any 12-month period after the Effective Date; (xii) investments consisting of interest rate, currency, or commodity swap agreements, interest rate cap or collar agreements or arrangements, in each case, entered into in the ordinary course of business and designed to protect against fluctuations in interest rates, currency exchange rates or commodity prices, but in no case for speculation purposes, up to $250,000 in the aggregate during any 12- month period after the Effective Date; (xiii) subject to the limitations set forth in the definition of “Permitted Acquisition”, any investments or expenditures made in connection with or pursuant to any Acquisition that qualifies as a Permitted Acquisition under this Agreement; (xiv) investments consisting of notes receivable of, or prepaid royalties and other credit extensions, to customers and suppliers, in the ordinary course of business, provided that this clause (xiii) shall not apply to investments of Borrower in any subsidiary; and (xiv) other investments in an aggregate amount not to exceed $250,000 in any fiscal year of Borrower.

“Permitted Transfer” means a Transfer:

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business;

on the Collateral;

Agreement;

Liens;

any substantial part of Borrower’s business as presently conducted, other than as permitted under Section 8(b)(i);

Agreement; or

Upon the occurrence of an Event of Default, Lender shall have and may exercise, directly or through Servicer, any one or more of the following rights and remedies, in each case without notice to Borrower or any Guarantor:

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the Collateral;

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STATE OF NEW YORK EXCEPT TO THE EXTENT THAT THE VALIDITY OR PERFECTION OF THE INTERESTS OF THE LENDER IN THE COLLATERAL, OR REMEDIES HEREUNDER, IN RESPECT THEREOF, ARE GOVERNED BY THE LAWS OF A JURISDICTION OTHER THAN THE STATE OF NEW YORK; PROVIDED THAT LENDER SHALL RETAIN ALL RIGHTS ARISING

UNDER FEDERAL LAW. Borrower and each Guarantor expressly acknowledge that Lender maintains its principal office in the State of New York and extends this Loan from that office. Accordingly, the parties agree that this Agreement and its subject matter bears a “significant, material and reasonable relationship” with the State of New York.

(1) TRIAL BY JURY OF ANY CLAIM OR CAUSE OF ACTION, OR IN ANY LEGAL PROCEEDING, DIRECTLY OR INDIRECTLY BASED UPON OR ARISING OUT OF THIS AGREEMENT OR THE LOAN (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY); AND (2) ASSERT ANY CLAIMS AGAINST ANY OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY PUBLIC POLICY. TO THE EXTENT ANY PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST ANY OTHER PARTY, THE PARTIES HEREBY AGREE THAT: (1) THE PREVAILING PARTY WILL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); (2) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION; AND (3) THE FOREGOING WAIVERS ARE ESSENTIAL TERMS OF THIS AGREEMENT. YOU UNDERSTAND AND AGREE THAT, BY SIGNING THIS AGREEMENT, (1) YOU ARE PERMANENTLY WAIVING YOUR RIGHT TO A JURY TRIAL AND (2) YOU MUST BRING CLAIMS AGAINST LENDER ONLY IN YOUR INDIVIDUAL OR CORPORATE CAPACITY, AS APPLICABLE, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

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modification, renewal or extension is made).

(30) days after the Arbitration Notice is received, Lender and Borrower agree that the Claim will be resolved by a final and binding arbitration proceeding with JAMS, Inc. (“JAMS”) in New York County, New York under the Optional Expedited Arbitration Procedures then in effect. The parties agree that, except as otherwise expressly required by JAMS rules, (i) the party filing arbitration shall pay all JAMS filing fees and reasonable administrative fees; (ii) thereafter, each party shall bear its own arbitration costs and fees, including witness fees and attorneys’ fees; and

(iii) each party shall bear an equal share of the arbitrator’s fees; provided, if the arbitrator finds that either the substance of the Claims of any party or the relief sought by any party is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the arbitrator shall award the other party all of its costs and fees of the arbitration, including witness and reasonable attorneys’ fees. Borrower and each Guarantor agree that (i) arbitration is the required and exclusive forum for the resolution of all Claims and

(ii) to the fullest extent permitted by law, Borrower and each Guarantor are permanently giving up their right to a jury trial in any forum and the right to a judicial forum for the resolution of any and all Claims. Further, the parties agree that the arbitrator may not consolidate proceedings for more than one person’s Claims, and may not otherwise preside over any form of a representative or class proceeding, and that if this specific provision is found unenforceable, then the entirety of this arbitration clause shall be null and void. This arbitration section is governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16.

BORROWER MAY OPT OUT OF ARBITRATION. In order to opt out of this Arbitration Clause, Borrower shall send Lender a written notice executed by Borrower, stating that Borrower does not want the arbitration clause set forth in this Section 12(h) to apply to this Agreement. For any opt out to be effective, an opt out notice, duly executed by Borrower, must be sent to the following address by registered mail, within ten (10) business days after the Effective Date, to Servicer, whose contact information will be set forth on the Borrower Loan Dashboard. As of the date of this Agreement Servicer is: Itria Ventures LLC, One Penn Plaza, Suite 4915, New York, NY 10119, Attention: President and General Counsel, with a copy in all cases by email to: ***@***.

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delegation by Borrower without such consent shall be void ab initio.

guarantees (this “Guaranty”): (i) the prompt payment to Lender, including its successors and assignees, of the

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Repayment Amount and all of Borrower’s other Obligations under this Agreement (collectively, “Guaranteed Amount”). Upon an Event of Default under this Agreement, each Guarantor agrees to pay the Guaranteed Amount to Lender on demand, without requiring Lender first to enforce payment against Borrower or its right with respect to the Collateral. This Guaranty is a guarantee of payment, and is an absolute, unconditional, primary, and continuing obligation of each Guarantor. Each Guarantor’s obligations hereunder are independent of Borrower’s payment obligations and a separate claim may be brought against each Guarantor, whether or not a claim is made against Borrower. This Guaranty will remain in full force and effect until the Guaranteed Amount has been paid in full to Lender and this Agreement has been terminated.

[SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, Borrower, each Guarantor and Lender by their duly authorized officers have executed this Agreement, in each case on the date specified by the Notary below. By signing this Agreement, Borrower and each Guarantor hereby affirm to Lender that they have read and understand this Agreement.

BORROWER: ZSPACE, INC.

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352284050

TAX ID #:​ ​

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By: X​ ​	Name: PAUL EMIL KELLENBERGER	Title: Chief Executive Officer
By: X​ ​	Name: ERICKSON HEFFLER DEOLIVEIRA	Title: Chief Financial Officer
By: X​ ​	Name: ​ ​	Title: ​ ​
By: X​ ​	Name: ​ ​	Title: ​ ​

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GUARANTOR:

ZSPACE TECHNOLOGIES (SHANGHAI) LTD.

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By: ​ ​ Name: PAUL EMIL KELLENBERGER

GUARANTOR:

ZSPACE K.K.

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By: ​ ​ Name: ERICKSON HEFFLER DEOLIVEIRA

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SS#: xxx-xx-2210 (last 4 digits)

SS#: xxx-xx-0655 (last 4 digits)

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STATE

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OFTexas

Parker

) COUNTY OF

)

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I,. a Notary Public, do hereby certify that on this 21st day of February    ,  2025 , appeared before me

ERICKSON HEFFLER DEOLIVEIRA , the (title(s)) of Borrower, and a Guarantor under the within Business Loan and Security Agreement, each personally known to me or proved to me on the basis of satisfactory evidence to be the

person whose name is subscribed to the foregoing agreement, and swore and acknowledged to me that he or she executed the same by and in the name of Borrower and/or as Guarantor, respectively, for the purpose and in the capacity therein expressed, and that the statements contained therein are true and correct.

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Notary Signature: ​ ​

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Name of Notary: Palursa Shepard  134095343

Notary Public, State of Texas

Notary Commission Expires: 12/07/2026

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Electronically signed and notarized online using the Proof platform.

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Schedule A

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Permitted Indebtedness; Permitted Liens

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per Section 5(d) of the Agreement up to the respective principal amounts and aggregate cap specified below.

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Per email 21 Feb 2025, 3:31pm Nazir Naqvi / Paul Kellenberger, indebtedness shall not at any one time exceed $30M

Aggregate Dollar Cap. The aggregate principal amount of all Permitted Indebtedness (including Permitted Indebtedness incurred after the Funding Date) shall not at any one time exceed $307,000500,000.

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Schedule B

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Form of Intercreditor Agreement

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