Exhibit 10.2


 


ZSPACE, INC.


 


AMENDMENT AND CONVERSION AGREEMENT


 


This
Amendment and Conversion Agreement (this “Agreement”) is entered into effective as of May 16, 2022 (the “Effective
Date”), by and between zSpace, Inc., a Delaware corporation (the “Company”), and Kuwait Investment
Authority, a Kuwaiti public authority established under Kuwaiti Law No. 47/1982 for the purpose of managing, in the name and for the account
of the Government of the State of Kuwait, the investments of the State of Kuwait, and having its registered office at Block 1,
Street 201, Sharq, P.O. Box 64, Safat, 13001, Kuwait City, Kuwait (“KIA”).



 


RECITALS


 


A. On
February 13, 2019, the Company issued that certain Promissory Note with an aggregate principal amount of Five Million Dollars ($5,000,000.00)
to KIA (the “Original KIA Note”).


 


B. On
December 4, 2020, the Original KIA Note was amended and restated by that certain Amended and Restated Promissory Note (the “KIA
Note”), which KIA Note (i) has a principal amount outstanding of $5,000,000.00 as of the Effective Date (the “Principal
Amount”), (ii) is subordinated to certain other Company indebtedness, (iii) accrues interest at a rate of 2.75% per annum
from the issue date of the Original KIA Note, and (iv) provides for the payment of a Premium Amount (as defined therein) of $7,500,000
(the “Repayment Premium”) when repaid in certain circumstances.


 


C. As
of March 15, 2023, the total balance outstanding under the KIA Note will be $13,061,678 (the “Balance”), which
amount includes the Principal Amount, the Repayment Premium and other interest thereunder.


 


D. On
or about the date hereof, the Company will enter into that certain Agreement and Plan of Reorganization (as amended from time to time,
the “Merger Agreement” with EdtechX Holdings Acquisition Corp. II. (a SPAC, as defined below) (“EdtechX”)
and EXHAC Merger Sub I, Inc. and EXHAC Merger Sub II, LLC, each a wholly-owned subsidiary of EdtechX (“Merger Subs”),
which Merger Agreement contemplates a SPAC Transaction (as defined below) pursuant to which Merger Sub I will, subsequent to the satisfaction
of the conditions set forth therein, merge with and into the Company and after which the Company will be the surviving company of such
merger and a wholly-owned subsidiary of EdtechX (the “First Merger”) and, subsequent to the First Merger, the
Company (as the surviving corporation of the First Merger), shall merge with and into Merger Sub II and after which Merger Sub II will
be the surviving entity of such merger and a wholly-owned subsidiary of EdtechX (the “Second Merger” and, together
with the First Merger, the “Mergers”).


 


E. In
connection with the Mergers, it is contemplated that KIA will purchase 492,610 shares of EdtechX’s Class A common stock (the “EdtechX
Shares”) at a purchase price of $10.15 per share of EdtechX and for an aggregate purchase price of $4,999,991.50 (the “PIPE
Investment Amount”) in the form of a private investment in public equity as described in Section 3.11 of the Merger Agreement
and on such other terms as shall be reasonably agreed by the parties prior to such purchase (the “PIPE Investment”).


 






     


     


    

 


F. It
is a condition to the First Merger, that the Balance convert into fully paid and nonassessable shares of the Company’s capital stock
and/or shares of EdtechX, or otherwise be repaid or cancelled, as set forth in this Agreement, and the parties to the KIA Note desire
to support the consummation of the Mergers and desire to execute and deliver this Agreement in furtherance thereof.


 


G. The
KIA Note provides that none of its terms or provisions may be excluded, modified or amended except by a written instrument duly executed
on behalf of KIA, expressly referring to the KIA Note and setting forth the provision so excluded, modified or amended, and the Company
and KIA further agreed not to amend the terms of the KIA Note without the consent of bSpace Investments Limited (“bSpace”)
and dSpace Investments Limited (“dSpace”).


 


H. In
connection with entry into this Agreement, the parties desire for the Company to cause the interest included in the Balance and the Repayment
Premium to be fully paid and satisfied through issuance of the Preferred Shares, as set forth herein.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the mutual promises and representations hereinafter set forth, the parties hereto agree as follows:


 


1. Definitions.
The following definitions will apply for all purposes of this Agreement:


 


“Certificate of
Incorporation” means the Company’s Amended and Restated Certificate of Incorporation (as amended from time to time).


 


“Preferred
Shares” means a newly-authorized class of the Company’s preferred stock, which class (i) shall be non-voting for all
purposes (including for clarity, no rights to vote for the election of the Company’s directors),
(ii) shall be non-convertible, (iii) shall receive non-cumulative dividends in an amount equal to five percent (5%) of the original
issue price per share when and only if declared by the Company’s Board of Directors (and, for the avoidance of doubt, with no participation
rights with respect to any dividends payable with respect to the Company’s Common Stock), (iv)
shall have a senior (to all existing classes and/or series of the Company), non-participating liquidation preference equal to the original
issue price of $1,000.00 per share (which liquidation preference, for the avoidance of doubt and with respect to the Preferred Shares
to be issued to KIA, shall be equal to the Interest Payment Amount (as defined below) in the aggregate) less any amounts paid in
the form of dividends as contemplated by the preceding clause (iii), and (iv) shall be redeemable at the option of the holders of a majority
of the outstanding Preferred Shares on or after March 15, 2023.


 


“Securities Act”
means the U.S. Securities Act of 1933, as amended.


 


“SPAC”
means a publicly traded special purpose acquisition company or other similar entity.


 


“SPAC Transaction”
means a merger, acquisition or other business combination involving the Company and a SPAC following which the capital stock of the Company
or the SPAC are listed on a national securities exchange or market.


 






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2. Amendment
of KIA Note. The Company and KIA hereby irrevocably agree, and each of bSpace and dSpace hereby agrees and acknowledges, that
the KIA Note will be amended, and hereby is amended in any and all ways necessary,
to provide as follows: 


 


(a) Payment
of Interest and Repayment Premium Through the Issuance of Preferred Shares. Notwithstanding the provisions of the KIA Note, and
without regard to the completion of the Mergers, within ninety (90) days following the Effective Date and provided that the Merger Agreement
has not been terminated in accordance with its terms prior to such time and the Extension Proposal has been approved by the SEC and the
stockholders of the Parent (as each such term is defined in the Merger Agreement), the Balance less the Principal Amount (the “Interest
Payment Amount”) will automatically be cancelled and converted into 8,062 Preferred Shares (the “Payment in
Kind”). In connection with and prior to the Payment in Kind, the Company and KIA will take all such further corporate and
other actions as are reasonably necessary to authorize the issuance of and create such Preferred Shares required for the Payment in Kind,
including, without limitation, by authorizing, approving and effecting an amendment to the Certificate of Incorporation. Furthermore,
following the Payment in Kind, the Balance will be reduced automatically by the Interest Payment Amount without any further action on
the part of the Company, KIA, bSpace or dSpace. As soon as practicable following the Payment in Kind, the Company will issue to KIA an
electronic stock certificate for such Preferred Shares (with applicable legends as set forth below and as may be required under applicable
securities laws and/or agreements between KIA and the Company) and such Preferred Shares issued in connection with the Payment in Kind
will be validly issued, fully paid and nonassessable.


 


(b) PIPE
Investment. Notwithstanding the provisions of the KIA Note, effective immediately prior to the Closing and subject to and contingent
upon such Closing, as long as it occurs prior to March 15, 2023 (the “Expiration Date”), the remaining Balance
(after reduction by the Interest Payment Amount) (the “Remaining Balance”) under the KIA Note will be reduced
to $0 and the Remaining Balance amount instead will be credited and applied towards the payment of the PIPE Investment Amount on KIA’s
behalf in connection with KIA’s PIPE Investment, which PIPE Investment KIA hereby irrevocable agrees to consummate subject to the
contemporaneous occurrence of the Closing. In furtherance of and in connection with the consummation of the PIPE Investment, KIA agrees
to execute a customary form of share purchase agreement with EdtechX and take any and all such further actions as may be reasonably necessary
or advisable in connection therewith.


 


(c) Amendment
of Interest and Repayment Premium. KIA and the Company hereby acknowledge that the Balance contemplates interest calculated through
the Expiration Date. Notwithstanding the provisions of the KIA Note, provided that the Closing and PIPE Investment (with the allocation
of credit per Section 2(b) above) occur prior to the Expiration Date, no further interest shall accrue under the KIA Note following the
Effective Date other than as stipulated in the preceding sentence. Shall the Closing and PIPE Investment not have occurred by the Expiration
Date, the Balance (as reduced by the Payment in Kind if it has occurred) shall remain in place and interest shall be accrued on the Principal
Amount in accordance with the terms of the KIA Note, effective as of the Expiration Date. Furthermore, upon the effectiveness of the Payment
in Kind, the Company will be deemed to have satisfied its obligations with respect to the Repayment Premium in full and shall have no
further obligations with respect thereto irrespective of any future event that may occur that otherwise would have triggered an obligation
to pay the Repayment Premium.


 






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(d) Adjustments
to the Shares. The number of Preferred Shares will be automatically and proportionally adjusted, and without any requirement of
consideration therefor, to reflect any stock dividend, stock split, reverse stock split, conversion or other similar event affecting the
Preferred Shares before the Payment in Kind. The number of EdtechX Shares will be automatically and proportionally adjusted, and without
any requirement of consideration therefor, to reflect any stock dividend, stock split, reverse stock split, conversion or other similar
event affecting the EdtechX Shares before the consummation of the PIPE Investment, and the purchase price therefor will be proportionately
adjusted.


 


(e) Acknowledgments;
Waiver; Consent. Upon the completion of the Payment in Kind and the PIPE
Investment as contemplated hereby, (i) all of the Company’s obligations and liabilities under the KIA Note will be discharged
and released in full without any further action on the part of the Company, KIA, bSpace or dSpace; (ii) KIA will not be entitled to any
further consideration in respect of the KIA Note; (iii) the KIA Note will be cancelled and extinguished and of no further force or effect;
(iv) any security interest granted to KIA under the KIA Note will terminate automatically without any further action on the part of the
Company or KIA, (v) the Company is authorized to take any and all actions to evidence the termination of the security interest described
in clause (iv) hereof; and (vi) KIA will execute and deliver, or cause to be executed and delivered all such documents and/or instruments,
and will take or cause to be taken such further or other action as is reasonably necessary or desirable in order to carry out the intent
and purpose of clause (iv) hereof. The representations, warranties, covenants and acknowledgements made in this Agreement are made with
the intention that they may be relied upon by the Company in determining KIA’s eligibility to purchase the Preferred Shares under
applicable securities laws. KIA further agrees that by accepting the Preferred Shares it will be representing and warranting that such
representations, warranties, acknowledgements and covenants are true as of the date of the Payment in Kind with the same force and effect
as if they had been made by KIA on the date of such Payment in Kind. Furthermore, upon the completion of the Payment in Kind and PIPE
Investment, the Company and KIA will each be deemed to have waived, and released the other party from obligations with respect to, any
and all rights to notice, consent, deliverables or other procedural requirements under the KIA Note whether related to the Payment in
Kind and PIPE Investment or otherwise. To the extent the KIA Note calls for consent to any of the transactions contemplated by this Agreement,
the Merger Agreement, and any and all other agreements referenced or contemplated herein or therein, such consent is hereby delivered,
or the consent requirement waived and relinquished, by KIA upon the effectiveness of this Agreement.


 


(f) Securities
Law Representations. KIA represents, as of the Effective Date and also at the time of the Payment in Kind, that:


 


(i) Purchase
for Own Account. The Preferred Shares are being or will be acquired for investment for KIA’s own account, not as a nominee or
agent, and not with a view to the public resale or distribution thereof within the meaning of the Securities Act, and KIA has no present
intent to sell, grant any participation in, or otherwise distribute the same.


 


(ii) Investment
Experience. KIA understands that the purchase of the Preferred Shares involves substantial risk. KIA (i) has experience as an
investor in securities of private companies that are similar to the Company and acknowledges that KIA is able to fend for itself, can
bear the economic risk of KIA’s investment in the Preferred Shares and has such knowledge and experience in financial or business
matters that KIA is capable of evaluating the merits and risks of this investment in the Preferred Shares and protecting its own interests
in connection with this investment, and (ii) has a preexisting personal or business relationship with the Company and certain of
its officers, directors or controlling persons of a nature and duration that enables KIA to be aware of the character, business acumen
and financial circumstances of such persons.


 






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(iii) Accredited
Investor Status. KIA is an “accredited investor” within the meaning of Regulation D promulgated under the Securities
Act.


 


(iv) Restricted
Securities. KIA understands that the Preferred Shares are characterized as “restricted securities” under the Securities
Act, and Rule 144 promulgated thereunder inasmuch as they will be acquired from the Company in a transaction not involving a public
offering, and that under the Securities Act and applicable regulations thereunder, the Preferred Shares may be resold without registration
under the Securities Act only in certain limited circumstances. KIA is familiar with Rule 144, as presently in effect, and understands
the resale limitations imposed thereby and by the Securities Act. KIA understands that the Company is under no obligation to register
any of the Preferred Shares, except as explicitly contemplated by the Merger Agreement. KIA understands that no public market now exists
for any of the Preferred Shares and that it is uncertain whether a public market will ever exist for the Preferred Shares.


 


(v) No
Solicitation. At no time was KIA presented with or solicited by any publicly issued or circulated newspaper, mail, radio, television
or other form of general advertising or solicitation in connection with the offer, sale and purchase of the Preferred Shares.


 


(vi) Foreign
Investors. KIA has satisfied itself as to the full observance of the laws of its jurisdiction in connection with the offer, sale and
purchase of the Preferred Shares and the transactions contemplated by this Agreement, including (i) the legal requirements within
its jurisdiction for the purchase of the Preferred Shares, (ii) any foreign exchange restrictions applicable to such purchase, (iii) any
governmental or other consents that may need to be obtained, and (iv) the income tax and other tax consequences, if any, that may
be relevant to the purchase, holding, redemption, sale, or transfer of the Preferred Shares. KIA’s purchase of and continued beneficial
ownership of the Preferred Shares will not violate any applicable securities or other laws of KIA’s jurisdiction.


 


(vii) Foreign
Investment Regulations. KIA represents that any consideration to be transferred for Preferred Shares pursuant to this Agreement does
not derive from activity that is or was contrary to law or from a person or location that is or was the subject of a United States embargo
or other economic sanction and that no consideration to be paid for the Preferred Shares in accordance with this Agreement will provide
the basis for liability for any person under United States anti-money laundering laws or economic sanctions laws. KIA further represents
that neither KIA nor any of its nominees or affiliates is on the specially designated OFAC list or similar European Union watch list.


 


(viii) Legends.
KIA understands and agrees that the certificates evidencing the Preferred Shares will bear legends substantially similar to those set
forth below in addition to any other legend that may be required by applicable law, by the Certificate of Incorporation or the Company’s
bylaws, or by any agreement between the Company and KIA:


 


THE SHARES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AND HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO, OR IN CONNECTION
WITH, THE SALE OR DISTRIBUTION THEREOF. NO SUCH TRANSFER MAY BE EFFECTED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR
AN OPINION OF COUNSEL IN A FORM SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.


 


The legend set forth above shall be removed by
the Company from any certificate evidencing the Preferred Shares upon delivery to the Company of an opinion of counsel, reasonably satisfactory
to the Company, that a registration statement under the Securities Act is at that time in effect with respect to the Preferred Shares
or that such security can be freely transferred in a public sale (other than pursuant to Rule 144 or Rule 145 under the Securities
Act) without such a registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from
registration pursuant to which the Company issued the Preferred Shares. The Company may impose stop-transfer instructions on the Preferred
Shares in accordance with the foregoing restrictions.


 


(g) Authority;
Binding Effect. By signing below, both parties agree and acknowledge that such party (i) has all requisite power, right and authority
to enter into this Agreement and to consummate each of the transactions contemplated hereby, (ii) has duly taken, or will take at the
applicable time, all corporate or other entity actions necessary to authorize the transactions contemplated by this Agreement, and (iii)
the persons executing and delivering this Agreement on behalf of each party are duly authorized to do so. Other than as expressly contemplated
hereby, neither KIA nor the Company has assigned any of its rights or obligations under the KIA Note, including with respect to payment
of the Balance.


 


(a) Consent
to Amendment of the Merger Agreement. The Company shall not amend, and shall not permit any amendment, to the Merger Agreement
in a manner inconsistent with this Agreement or detrimental to KIA without KIA’s prior written consent (not to be unreasonably withheld
or delayed).


 






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3. Taxes.


 


(a) Withholding.
KIA acknowledges that the Payment in Kind will constitute a payment of interest for U.S. federal income tax purposes that is potentially
subject to withholding tax and, as such, KIA has delivered to the Company, on or prior to the Effective Date, IRS Form W-8EXP and any
other forms reasonably requested by the Company to demonstrate an adequate exemption from such withholding requirement. In reliance on
such forms, the Company agrees not to withhold any taxes in relation to the Payment in Kind or the PIPE Investment and the other transactions
contemplated hereby except as otherwise required by applicable law, and the Company agrees to provide KIA with prior written notice should
the Company conclude that any such tax is required to be withheld under applicable law.


 


(b) Other
Consequences. KIA has reviewed with its own tax advisors the federal, state, local and foreign tax consequences of this investment
and the transactions contemplated by this Agreement. KIA has relied solely on such advisors and (except
with regard to withholding taxes, as provided in Section 3(a)) KIA has not relied on any statements or representations of the Company,
the Company’s counsel, or any of the Company’s agents regarding the
federal, state, local and foreign tax consequences of this investment and the transactions contemplated by this Agreement. KIA
understands that it (and not the Company) will be responsible for its own tax liability that may arise as a result of this investment
or the transactions contemplated by this Agreement.


 


4. Condition
to Performance of Obligations. Unless waived by the applicable party to which such condition is owed, the obligations of the parties
under this Agreement are subject to (i) each of the representations and warranties made by each party hereto in Section 2 being true and
complete on and as of the date of Payment in Kind with the same effect as though such representations and warranties had been made at
the time of such Payment in Kind, (ii) execution and delivery by KIA of any consents and agreement(s) reasonably requested in order to
effect the Payment in Kind and PIPE Investment, and (iii) delivery by KIA and the Company, as applicable, of the forms referenced in Section
3 hereof and confirmation that such forms remain true and correct at the time of the Payment in Kind and PIPE Investment. Promptly following
the Payment in Kind and PIPE Investment, KIA shall authorize, execute and deliver, or cause to be executed and delivered, in each case
at the sole expense of the Company, releases, termination statements, certificates, instruments, notices, filings, registrations or other
documents, as the Company or its designees may from time to time reasonably request, to effectuate, or reflect on public record, the termination
of the KIA Note and the release and discharge of any liens, security interests and other rights in favor of the KIA in connection therewith.


 


5. Consent
of bSpace and dSpace. By its signature below, each of bSpace and dSpace hereby acknowledges and consents and agrees to the transactions
contemplated hereby for all purposes, including, without limitation, for the purpose of satisfying the consent requirement in the KIA
Note and waiving any restrictions imposed by the Subordination Agreement dated December 4, 2020.


 






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6. General
Provisions.


 


(a) Successors
and Assigns; Assignment. Except as otherwise provided in this Agreement, this Agreement, and the rights and obligations of the
parties hereunder, will be binding upon and inure to the benefit of their respective successors, assigns, heirs, executors, administrators
and legal representatives. This Agreement is not assignable by KIA without the prior written consent of the Company.


 


(b) Governing
Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without giving effect
to that body of laws pertaining to conflict of laws.


 


(c) Further
Assurances. KIA, the Company, bSpace and dSpace will execute and deliver, or cause to be executed and delivered all such documents
and/or instruments, and will take or cause to be taken such further or other action as is reasonably necessary or desirable in order to
carry out the intent and purpose of this Agreement.


 


(d) Enforceability.
In case any provision of this Agreement is declared invalid, illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions will not in any way be affected or impaired thereby.


 


(e) Titles
and Headings. The titles, captions and headings of this Agreement are included for ease of reference only and will be disregarded
in interpreting or construing this Agreement. Unless otherwise specifically stated, all references herein to “sections” will
mean “sections” in this Agreement


 


(f) Entire
Agreement. This Agreement, and the documents referred to herein, constitute the entire agreement and understanding of the parties
with respect to the subject matter of this Agreement, and supersede all prior understandings and agreements, whether oral or written,
between or among the parties hereto with respect to the specific subject matter hereof.


 


(g) Amendment
and Waivers. This Agreement may be amended only by a written agreement executed by each of the Company and KIA and acknowledged
by bSpace and dSpace. No amendment or waiver of, or modification of any obligation under this Agreement will be enforceable unless set
forth in a writing signed by the party against which enforcement is sought. Any amendment effected in accordance with this Subsection will
be binding upon all parties hereto and each of their respective successors and assigns. No delay or failure to require performance of
any provision of this Agreement will constitute a waiver of that provision as to that or any other instance. No waiver granted under this
Agreement as to any one provision herein will constitute a subsequent waiver of such provision or of any other provision herein, nor will
it constitute the waiver of any performance other than the actual performance specifically waived.


 


(h) Counterparts.
This Agreement may be executed in any number of counterparts, each of which when so executed and delivered will be deemed an original,
and all of which together will constitute one and the same agreement.


 






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(i) Electronic
Signatures. Signature pages may be delivered via facsimile, electronic mail (including pdf or any electronic signature complying
with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any signature page so delivered shall
be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


(j) RELEASE
OF CLAIMS. FOR AND IN CONSIDERATION OF KIA’S AGREEMENTS CONTAINED HEREIN, THE COMPANY, TOGETHER WITH ITS, SUCCESSORS AND
ASSIGNS (INDIVIDUALLY AND COLLECTIVELY, “RELEASORS”) HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER WAIVES AND DISCHARGES
KIA AND EACH OF ITS RESPECTIVE PARENTS, DIVISIONS, SUBSIDIARIES, AFFILIATES, MEMBERS, MANAGERS, PARTICIPANTS, PREDECESSORS, SUCCESSORS,
AND ASSIGNS, AND EACH OF THEIR RESPECTIVE CURRENT AND FORMER DIRECTORS, OFFICERS, SHAREHOLDERS, MEMBERS, MANAGERS, PARTNERS, AGENTS, AND
EMPLOYEES, AND EACH OF THEIR RESPECTIVE PREDECESSORS, SUCCESSORS, HEIRS, AND ASSIGNS (INDIVIDUALLY AND COLLECTIVELY, THE “RELEASED
PARTIES”) FROM ALL POSSIBLE CLAIMS, COUNTERCLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES AND LIABILITIES
WHATSOEVER, WHETHER KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT OR CONDITIONAL, OR AT
LAW OR IN EQUITY, IN ANY CASE ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE EFFECTIVE DATE THAT ANY OF THE RELEASORS MAY NOW HAVE AGAINST
THE RELEASED PARTIES, IF ANY, IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR
OTHERWISE, INCLUDING WITHOUT LIMITATION ARISING DIRECTLY OR INDIRECTLY FROM THE KIA NOTE, ANY PRIOR OR EXISTING LOANS BETWEEN RELEASORS
ANY RELEASED PARTIES, THE KIA NOTE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER ANY OF THE LOAN DOCUMENTS, AND/OR NEGOTIATION FOR AND
EXECUTION OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING
INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE. EACH OF THE RELEASORS WAIVES THE BENEFITS OF ANY LAW INCLUDING SECTION 1542
OF THE CALIFORNIA CIVIL CODE, WHICH MAY PROVIDE IN SUBSTANCE: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN ITS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY IT MUST HAVE MATERIALLY AFFECTED ITS
SETTLEMENT WITH THE DEBTOR.”


 


[Signature Page Follows]


 




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In Witness Whereof,
the undersigned have executed this Amendment and Conversion Agreement as of the date and year first written above.


 


	COMPANY:	 
	 	 	 
	zSpace, Inc.	 
	 	 	 
	By:	/s/ Paul Kellenberger	 
	Name:  	Paul Kellenberger
	 
	Title:	Chief Executive Officer	 





 


KIA:


 


KUWAIT INVESTMENT AUTHORITY, a Kuwaiti public authority established
under Kuwaiti Law No. 47/1982 for the purpose of managing, in the name and for the account of the Government of the State of Kuwait, the
investments of the State of Kuwait, and having its registered office at Block 1, Street 201, Sharq, P.O. Box 64, Safat, 13001 Kuwait City,
Kuwait.


 


	By:	/s/ Aliah F. Al-Tammemi	 
	Name:	Aliah F. Al-Tammemi	 
	Title:	Executive Director
	 
	 	 	 
	AGREED AND ACKNOWLEDGED BY:	 
	 	 	 
	dSpace Investments Limited	 
	 	 	 
	By:	/s/ Pankaj Gupta	 
	Name:	Pankaj Gupta
	 
	Title:	Authorized Signatory	 
	 	 	 
	bSpace Investments Limited	 
	 	 	 
	By:	/s/ Mohammed Al Hassan	 
	Name: 	Mohammed Al Hassan	 
	Title:	Authorized Signatory	 


 


	By:	/s/ Siddharth Sanghi	 
	Name:  	Siddharth Sanghi	 
	Title:	Authorized Signatory	 



 


Signature
Page to zSpace, Inc. Amendment and Conversion Agreement