Pankaj Gupta - 06 Dec 2024 Form 4 Insider Report for zSpace, Inc. (ZSPC)

Footnote F1

Each share of Series A Preferred Stock was automatically convertible into 1.440193 shares of the Issuer's common stock immediately preceding the closing of the Issuer's initial public offering on December 6, 2024.

Footnote F2

Each share of NCNV 1 Preferred Stock was automatically convertible immediately preceding the closing of the Issuer's initial public offering into a number of shares of the Issuer's common stock, as is determined by dividing (i) $600, the original issuance price of the NCNV 1 Preferred Stock, less any amount previously paid in respect thereof in the form of dividends, plus any dividends accrued but unpaid thereon and declared by the board of directors by (ii) the initial public per share offering price of the Issuer's common stock. At the closing of the Issuer's initial public offering on December 6, 2024, the shares of NCNV 1 Preferred Stock converted into the number of shares shown in Column 7 of Table II.

Footnote F3

Each share of NCNV 3 Preferred Stock was automatically convertible immediately preceding the closing of the Issuer's initial public offering into a number of shares of the Issuer's common stock, as is determined by dividing (i) $600, the original issuance price of the NCNV 3 Preferred Stock, less any amount previously paid in respect thereof in the form of dividends, plus any dividends accrued but unpaid thereon and declared by the board of directors by (ii) the initial public per share offering price of the Issuer's common stock. At the closing of the Issuer's initial public offering on December 6, 2024, the shares of NCNV 3 Preferred Stock converted into the number of shares shown in Column 7 of Table II.

Footnote F4

Pankaj Gupta, the Co-CEO of Gulf Islamic Investments, LLC, holds 100% of the equity in dSpace Investments Limited, an entity organized under the law of the Cayman Islands ("dSpace"), and therefore may be deemed to be the beneficial owner of the securities held by dSpace, as determined under rules issued by the SEC. Mr. Gupta disclaims beneficial ownership of all such securities.