EX-10.3 4 tm269408d1_ex10-3.htm EXHIBIT 10.3

 

Exhibit 10.3

 

Amendment No. 4 to Loan and Security Agreement

 

This Amendment No. 4 to Loan and Security Agreement (this “Amendment”) is entered into as of March 22, 2026 (the “Amendment Effective Date”), by and between zSpace, Inc., a Delaware corporation, with an address at 2050 Gateway Place, Suite 100-302, San Jose, CA 95110 (“Borrower”), and Fiza Investments Limited, an entity organized under the laws of the Cayman Islands with a place of business at PO Box 215931, Emaar Square 4, 7th Floor, Downtown Dubai, United Arab Emirates (“Lender”).

 

WHEREAS, Borrower and Lender entered into a Loan and Security Agreement dated July 11, 2024, as amended on October 23, 2024, November 7, 2024 and April 11, 2025 (the “Loan Agreement”), pursuant to which Lender loaned Borrower the principal sum of US$4,300,000 (the “Loan”);

 

WHEREAS, the parties desire to further provide for a temporary moratorium on interest payments to support Borrower’s current operational requirements.

 

NOW, THEREFORE, the parties agree as follows:  

 

1. Definitions. Capitalized terms used but not defined in this Amendment, including its preamble and recitals, shall have the meanings given to them in the Loan Agreement.

 

2. Interest Payment Moratorium. Notwithstanding anything to the contrary in the Loan Agreement, the parties agree to a moratorium on all cash interest payments commencing on the Amendment Effective Date until December 31, 2026 (the “Moratorium Period”). During the Moratorium Period, interest shall continue to accrue on the outstanding principal balance at the applicable interest rate. All interest accruing during the Moratorium Period shall be deferred and capitalized (added to the outstanding principal balance) on each corresponding accrual date.

 

2. Revised Repayment Terms. Following the expiration of the Moratorium Period, Borrower shall resume monthly interest-only payments until the 3i Repayment Date.

 

3. Entire Agreement. This Amendment shall be binding upon Borrower and its successors and assigns and shall inure to the benefit of Lender and its respective successors and assigns. This Amendment and all documents, instruments, and agreements executed in connection herewith incorporate all of the discussions and negotiations between Borrower and Lender, either expressed or implied, concerning the matters included herein and in such other documents, instruments and agreements, any statute, custom, or usage to the contrary notwithstanding. No such discussions or negotiations shall limit, modify, or otherwise affect the provisions hereof. No modification, amendment, or waiver of any provision of this Amendment, or any provision of any other document, instrument, or agreement between Borrower and Lender shall be effective unless executed in writing by the party to be charged with such modification, amendment, or waiver, and if such party be Lender, then by a duly authorized officer thereof.

 

4. Illegality or Unenforceability. Any determination that any provision or application of this Amendment is invalid, illegal, or unenforceable in any respect, or in any instance, shall not affect the validity, legality, or enforceability of any such provision in any other instance, or the validity, legality, or enforceability of any other provision of this Amendment.

 

5. Consistent Changes; Conflicts. The Loan Documents are hereby amended wherever necessary to reflect the changes described above. To the extent any term or provision herein conflicts with any term or provision contained in any of the Loan Documents, the term or provision provided for herein shall control.

 

 

 

 

6. Continuing Validity. Except as expressly modified pursuant to this Amendment, the terms of the Loan Documents remain unchanged and in full force and effect. Nothing in this Amendment shall constitute a satisfaction of the Obligations. It is the intention of Lender and Borrower to retain as liable parties all makers and endorsers of Loan Documents, unless the party is expressly released by Lender in writing. No maker, endorser, or guarantor will be released by virtue of this Amendment. The terms of this Section 6 apply not only to this Amendment, but also to all subsequent loan modification agreements.

 

7. No Waiver. This Amendment is not applicable to any Event of Default under any Loan Document arising after the Effective Date or as a result of the transactions contemplated hereby.

 

8. Reservation of Rights. Lender hereby reserves all rights and remedies under the Loan Documents, at law, in equity or otherwise.

 

9. Successors and Assigns. This Amendment shall inure to the benefit of and be binding upon the heirs, successors, and permitted assigns of the parties.

 

10. Governing Law and Jurisdiction. This Amendment shall be construed and enforced in accordance with the terms of the laws of the State of New York without regard to its conflicts of laws principles. If any provision of this Amendment is not enforceable, the remaining provisions of the Amendment shall be enforced in accordance with their terms. Borrower, and Lender represent and warrant to each other that each is duly authorized to execute and deliver this Amendment on their respective behalves.

 

11. Counterparts. This Amendment may be executed in two or more counterparts each of which shall constitute an original and all of which shall, when taken together, constitute one and the same agreement, notwithstanding that all parties may not have signed all counterparts of this Amendment.

 

IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first above written.  

 

ZSPACE, INC.
By:  /s/ Paul Kellenberger
Name: Paul Kellenberger
Title: Chairman and CEO
     
FIZA INVESTMENTS LIMITED  
     
By: /s/ Hamad Aljumairi  
Name: Hamad Aljumairi  
Title: Authorised Signatory