Exhibit 10.1

FIRST AMENDMENT TO

LOAN AND SECURITY AGREEMENT

THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (the “ Amendment ”) is made and dated as of June 23, 2015, and is entered into by and between ZP Opco, Inc., (f/k/a Zosano Pharma, Inc.), a Delaware corporation (“ Borrower ”), HERCULES CAPITAL FUNDING TRUST 2014-1, a Delaware statutory trust (“ Trust ”) and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“ HTGC ”, along with the Trust, collectively, “ Lender ”).

RECITALS

A.    Borrower and HTGC previously entered into that certain Loan and Security Agreement dated as of June 3, 2014 (the “ Agreement ”);

B.    Trust succeeded to certain of HTGC’s rights under the Agreement and the related Loan Documents (as defined in the Agreement);

C.    Borrower desires to increase the amount of the Term Loan and modify certain terms as more particularly set forth herein;

D.    Borrower, Trust and HTGC are willing to amend the Agreement as provided herein, and in connection herewith, Borrower’s parent corporation, Zosano Pharma Corporation (f/k/a ZP Holdings, Inc.), a Delaware corporation (“ ZPC ”) will be required to (i) consent to the amendment and agree to sign a supplement to the Joinder Agreement currently in effect, (ii) provide HTGC with a warrant to purchase shares of ZPC’s common stock on the terms and conditions as provided in such warrant (the “ Warrant ”); and (iii) clarify Section 2(b) of the warrant issued to HTGC as of June 3, 2014 as provided in the First Amendment to Warrant to be executed contemporaneously herewith; and

E.    Borrower acknowledges that without the additional consent, supplement to the Joinder Agreement, the Warrant and the First Amendment to Warrant, Trust and HTGC would not enter into the Amendment.

AGREEMENT

NOW, THEREFORE, based on the promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Borrower, Trust and HTGC agree as follows:

1.    Unless otherwise defined herein, all capitalized terms shall have the meaning provided in the Agreement. The recitals set forth above are hereby incorporated by reference.

2.    As of June 23, 2014, all references in the Loan Documents (and any amendments thereto) to Zosano Pharma, Inc. shall be deemed to be to ZP Opco, Inc., and all references to ZP Holdings, Inc. shall be deemed to be to Zosano Pharma Corporation.

3.    As of the Effective Date, the preamble to the Agreement is amended and restated as follows:

THIS LOAN AND SECURITY AGREEMENT is made and dated as of June 3, 2014, and is entered into by and between Zosano Pharma, Inc., a Delaware corporation (“Borrower”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“HTGC”, for itself and as agent for any successor or assignee of its interests hereunder (“Lender”)).

4.    As of the Effective Date, Recital A of the Agreement is amended and restated as follows:

A.    Borrower has requested Lender to make available to Borrower a loan in an aggregate principal amount of up to Fifteen Million Dollars ($15,000,000) (the “Term Loan”), with the maximum amount each Lender is required to loan as set forth in Schedule A; and

5.    As of the Effective Date, Section 1.1 of the Agreement is amended to amend or add the following defined terms in proper alphabetical order:

“Amortization Date” means July 1, 2016; provided however, if the Interest Only Extension Conditions are satisfied, then January 1, 2017.

“Capital Stock Sale” means ZPC’s sale of shares of its non-redeemable capital stock during the Measurement Period.

“Interest Only Extension Conditions” means the occurrence to Lender’s reasonable satisfaction of each of the following events: (a) no default under any of the Loan Documents or Event of Default shall have occurred and be continuing, and (b) ZPC’s or Borrower’s receipt during the Measurement Period of at least Fifty Million Dollars ($50,000,000) (i) from a Capital Stock Sale; or (ii) from a Strategic Partnership; or (iii) from a combination of (i) and (ii).

“Maximum Term Loan Amount” means Fifteen Million and No/100 Dollars ($15,000,000).

“Measurement Period” means the period of time beginning on June 23, 2015 and ending on March 15, 2016.

“Strategic Partnership” means the execution and delivery during the Measurement Period of a license agreement, joint venture agreement or other strategic partnership agreement between Borrower or ZPC and a third party company.

“Term Loan Interest Rate” means (x) until June 23, 2015, for any day a per annum rate of interest equal to the greater of (i) 12.05% plus the Prime Rate minus 5.25%, and (ii) 12.05%, and (y) on and after June 23, 2015, “Term Loan Interest Rate” means for any day a per annum rate of interest equal to the greater of (i) 7.95% plus the Prime Rate minus 5.25%, and (ii) 7.95%.

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“Term Loan Maturity Date” means December 1, 2018.

“Warrant” means any warrant entered into between ZPC and HTGC in connection with the Loan, as may be amended, restated or modified from time to time.

6.    As of the Effective Date, Section 2.1 of the Agreement is amended and restated as follows, and a new Schedule A shall be deemed incorporated into the Agreement in the form of Schedule A, attached hereto:

2.1    Term Loan.

(a)    Advances.

(i)    Subject to the terms and conditions of this Agreement, an Advance of $4,000,000 of the Term Loan was made on the Closing Date.

(ii)    On June 23, 2015 and subject to the terms and conditions of this Agreement, Borrower shall request from HTGC, and HTGC shall make to Borrower, an Advance under the Term Loan in an amount equal to the Maximum Term Loan Amount less the then outstanding principal amount from all prior Advances made.

(iii)    No Lender shall be required to fund more than its pro rata share of the Term Loan as is provided on Schedule A, hereto.

(b)    Advance Request. To obtain a Term Loan Advance, Borrower shall complete, sign and deliver an Advance Request to Lender. Lender shall fund the Term Loan Advance in the manner requested by the Advance Request provided that each of the conditions precedent to such Term Loan Advance is satisfied as of the requested Advance Date.

(c)    Interest. The principal balance of the Term Loan Advances shall bear interest thereon from such Advance Date at the Term Loan Interest Rate based on a year consisting of 360 days, with interest computed daily based on the actual number of days elapsed. The Term Loan Interest Rate will float and change on the day the Prime Rate changes from time to time, and Lender shall give Borrower timely notice of each change to the Prime Rate.

(d)    Payment.

(i)    On the first Business Day of each month beginning July 1, 2014, Borrower will pay interest on the $4,000,000 Term Loan Advance made on

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or about the Closing Date. Repayment of such Term Loan Advance outstanding on December 31, 2014 shall be amortized in equal installments (based upon a 30 month amortization schedule) of principal and interest (mortgage style), and payment of such installments shall begin on January 1, 2015 and continue on the first Business Day of each month thereafter through June 1, 2015.

(ii)    On the first Business Day of each month beginning July 1, 2015, Borrower will pay interest on all Term Loan Advances. Repayment of such Term Loan Advances outstanding on the day before the Amortization Date shall be amortized in equal installments (based upon a 30 month amortization schedule) of principal and interest (mortgage style), and payment of such installments shall begin on the Amortization Date and continue on the first Business Day of each month thereafter, with all then outstanding amounts owed Lender hereunder to be paid on the Term Loan Maturity Date.

(iii)    Unless accelerated pursuant to Section 7.15, the entire Term Loan principal balance, all accrued but unpaid interest hereunder and any other outstanding Secured Obligations, shall be due and payable on the Term Loan Maturity Date. If accelerated pursuant to Section 7.15, the amount accelerated under Section 7.15 shall immediately be due and payable. Borrower shall make all payments under this Agreement without setoff, recoupment or deduction and regardless of any counterclaim or defense. Lender will initiate debit entries to the Borrower’s account as authorized on the ACH Authorization on each payment date of all periodic obligations payable to Lender under each Term Advance.

7.    As of the Effective Date, Section 2.4 of the Agreement is amended and restated as follows:

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8.    As of the Effective Date, Section 2.6 of the Agreement is amended and restated as follows:

2.6    End of Term Charge.

(a)    On the earliest to occur of (i) June 1, 2017, (ii) the date that Borrower prepays the outstanding Secured Obligations, or (iii) the date that the Secured Obligations become due and payable, Borrower shall pay Lender a charge of $100,000. Notwithstanding the required payment date of such charge, it shall be deemed earned by Lender as of the Closing Date.

(b)    On the earliest to occur of (i) the Term Loan Maturity Date, (ii) the date that Borrower prepays the outstanding Secured Obligations, or (iii) the date that the Secured Obligations become due and payable, Borrower shall pay Lender a charge of $351,135.43. Notwithstanding the required payment date of such charge, it shall be deemed earned by Lender as of June 23, 2015.

9.    Borrower shall use approximately $11,400,000 of the Advance made on June 23, 2015 to prepay all Indebtedness subordinated under the BMR Subordination Agreement, including the Subordinated Debt (as defined in the BMR Subordination Agreement), such payment to be made substantially contemporaneously with the making of the Advance (the “ BMR Prepayment ”). Lender hereby consents to the BMR Prepayment and, in connection therewith, hereby waives the BMR Payment Notice, Lender’s right under Section 7.15(b) of the Agreement to accelerate any or all of the entire Term Loan principal balance, all accrued but unpaid interest thereunder and any other outstanding Secured Obligations, and Lender’s rights under Section 6 of the Subordination Agreement.

10.    This Amendment shall not be deemed to constitute an amendment to the Agreement except as expressly provided in Sections 2 through 9, and all other terms and conditions of the Agreement shall remain in full force and effect.

11.    This Amendment shall become effective on the occurrence of the following events (the “ Effective Date ”):

a.    Execution and delivery by Borrower and Lender of a signed copy of this Amendment;

b.    Borrower’s payment to Lender of a non-renewable facility charge of $75,000 (which amount may be deducted from the proceeds made available to Borrower under the Agreement, as amended by this Amendment). The facility charge shall be deemed fully earned on payment regardless of the early termination of the Agreement;

c.    Borrower’s payment of Lender’s legal costs and expenses, including attorneys’ fees, as provided in Section 14;

d.    Delivery of a signed Warrant and First Amendment to Warrant from Borrower to Lender in a form satisfactory to Lender; and

e.    Delivery of a signed supplement to the existing Joinder Agreement from ZPC in a form satisfactory to Lender.

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12.    Borrower hereby represents and warrants to Lender as follows:

(a)    Borrower has all requisite power and authority to execute this Amendment and any other agreements or instruments required hereunder and to perform all of its obligations hereunder, and this Amendment and all such other agreements and instruments have been duly executed and delivered by Borrower and constitute the legal, valid and binding obligation of Borrower, enforceable in accordance with its terms, except as enforcement may be limited by equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or limiting creditors’ rights generally.

(b)    Other than the ZP Group LLC, Borrower has no other Subsidiaries.

(c)    The execution, delivery and performance by Borrower of this Amendment and any other agreements or instruments required hereunder have been duly authorized by all necessary corporate action and do not (i) require any authorization, consent or approval by any governmental department, commission, board, bureau, agency or instrumentality, domestic or foreign, (ii) violate any provision of any law, rule or regulation or of any order, writ, injunction or decree presently in effect, having applicability to Borrower, or the articles of incorporation (or operating agreement, as applicable) or by-laws of Borrower, or (iii) result in a breach of or constitute a default under any indenture or loan agreement or any other agreement, lease or instrument to which Borrower is a party or by which it or its properties may be bound or affected.

(d)    No Event of Default exists under the Agreement, and all of Borrower’s representations and warranties contained in the Agreement are correct on and as of the date hereof as though made on and as of such date, except to the extent that such representations and warranties relate solely to an earlier date.

(e)    Except as may be described in ZPC’s current and periodic reports under the Securities Exchange Act of 1934, as amended, no material amendments have been made to the Collaboration, Development and License Agreement between Borrower and Eli Lilly and Company, an Indiana corporation, dated as of November 21, 2014.

13.    The execution of this Amendment and all other agreements and instruments related hereto shall not be deemed to be a waiver of any Event of Default under the Agreement or a waiver of any breach or default under any of the other Loan Documents, whether or not known to Lender and whether or not existing on the date of this Amendment.

14.    Borrower hereby reaffirms its agreement under Section 11.11 of the Agreement, to pay or reimburse Lender on demand for all costs and expenses incurred by Lender in connection with the Loan Documents, including without limitation all reasonable fees and disbursements of legal counsel. Without limiting the generality of the foregoing, Borrower specifically agrees to pay all reasonable fees and disbursements of counsel to Lender for the services performed by such counsel in connection with the preparation of this Amendment and the documents and instruments incidental hereto. Lender is authorized to initiate payment of all such fees pursuant to the existing ACH Authorization previously delivered in connection with the Agreement. Borrower hereby agrees that Lender may, at any time or from time to time in its sole discretion and without further authorization by Borrower, make a loan to Borrower under the Agreement, or apply the proceeds of any loan, for the purpose of paying any such fees, disbursements, costs and expenses.

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15.    Release.

(a)    Borrower, for itself and on behalf of its heirs, legal representatives, marital communities, and successors and assigns, as applicable, hereby releases Lender and all of its Affiliates, shareholders, partners, predecessors, employees, officers, directors, attorneys, parent corporations, subsidiaries, agents, participants, assignees, servicers and receivers (collectively, the “ Released Parties ”), except for obligations arising hereafter under this Amendment and the other Loan Documents, from any and all known and unknown claims, disputes, differences, liabilities and obligations of any and every nature whatsoever that Borrower or any of them may have or claim, as of the date hereof or as of any prior date, against any one or more of the Released Parties arising from, based upon or related to the Loan Documents, or any other agreement, understanding, action or inaction whatsoever with regard to the Loan Documents or any transaction or matter related thereto, including, without limitation, the origination and servicing of the Term Loan and the enforcement or attempted enforcement of any rights or remedies for default or asserted default under the Loan Documents (collectively, the “ Released Claims ”).

(b)    Borrower further acknowledges and agrees that the Released Claims include, among other things, all claims arising out of or with respect to any and all transactions relating to the Loan Documents based on any fact, act, inaction, or other occurrence or nonoccurrence on or prior to the date hereof, including, without limitation, any breach of fiduciary duty or duty of fair dealing, breach of confidence, breach of loan commitment, undue influence, duress, economic coercion, conflict of interest, negligence, bad faith, malpractice, violation of the Racketeer Influenced and Corrupt Organizations Act, violation of any other statute, ordinance or regulation, intentional or negligent infliction of mental or emotional distress, tortious interference with contractual relations or prospective business advantage, tortious interference with corporate governance, breach of contract, bad practices, unfair competition, libel, slander, conspiracy or any claim for wrongfully accelerating the Term Note or attempting to foreclose on, or obtain a receiver for, any collateral for the Term Note and all statutory claims and causes of action of every nature.

(c)    In connection with the release contained in this Section 15 (the “ Release ”), Borrower acknowledges that it is aware that it may hereafter discover facts in addition to or different from those that it now knows or believes to be true with respect to the Released Claims, but that it is Borrower’s intention hereby fully, finally and forever to settle and release all claims, disputes, differences, liabilities and obligations arising from, based upon or related to the Loan Documents, known or unknown, suspected or unsuspected, that exist as of the date of this Amendment, may exist as of the date of this Amendment or heretofore have existed by Borrower against any one or more of the Released Parties. In furtherance of that intention, the Release contained in this Agreement shall be and remain in effect as a full and complete release notwithstanding the discovery of the existence of any such additional or different facts.

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(d)    The Release contained in this Agreement shall be effective and irrevocable upon the execution of this Agreement by Lender and Borrower and shall be deemed affirmed and restated upon, and effective as of, the Effective Date without any further documentation.

(e)     BORROWER AGREES AND ACKNOWLEDGES THAT THE RELEASED CLAIMS ARE NOT LIMITED TO MATTERS THAT ARE KNOWN OR DISCLOSED TO BORROWER AND THAT THE RELEASED CLAIMS INCLUDE ALL CLAIMS, DISPUTES, DIFFERENCES, LIABILITIES AND OBLIGATIONS THAT BORROWER DOES NOT KNOW OR SUSPECT TO EXIST AS OF THE DATE OF THIS AMENDMENT. BORROWER UNDERSTANDS THAT IT IS GIVING UP ALL RIGHTS AND CLAIMS AGAINST LENDER AND THE OTHER RELEASED PARTIES, KNOWN OR UNKNOWN, THAT ARE IN ANY WAY RELATED TO THE PROPERTY OR THE LOAN ON OR PRIOR TO THE DATE OF THIS AMENDMENT.

(f)     THE PARTIES SPECIFICALLY ALLOCATE THE RISK OF ANY MISTAKE IN ENTERING INTO THE RELEASE TO THE PARTY OR PARTIES CLAIMING TO HAVE BEEN MISTAKEN.

(g)    Borrower acknowledges having read and understood and hereby waives the benefits of Section 1542 of the California Civil Code, which provides as follows (and hereby waives the benefits of any similar law of the state that may be applicable):

“A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

16.    This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument. The provisions of Section 11 of the Agreement shall be deemed incorporated herein by reference, mutatis mutandis .

(signatures provided on the next page)

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IN WITNESS WHEREOF, Borrower and Lender have duly executed and delivered this First Amendment to Loan and Security Agreement as of the date and year first above written.

Accepted in Palo Alto, California:

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Exhibit 10.2

SUPPLEMENT TO JOINDER AGREEMENT

This Supplement to Joinder Agreement (the “Supplement”) is made and dated as of June 23, 2015, and is entered into by and between Zosano Pharma Corporation, a Delaware corporation (“Parent”), HERCULES CAPITAL FUNDING TRUST 2014-1, a Delaware statutory trust (“Trust”), and HERCULES TECHNOLOGY GROWTH CAPITAL, INC., a Maryland corporation (“HTGC”, and collectively with Trust, the “Lender”).

RECITALS

A. Parent previously executed and delivered to HTGC a Joinder Agreement dated as of June 3, 2014 (the “Joinder Agreement”), in connection that certain Loan and Security Agreement dated as of June 3, 2014, by and among ZP Opco, Inc. (f/k/a Zosano Pharma, Inc.) (“Borrower”) and HTGC, as it may be amended, amended and restated, supplemented or other otherwise modified from time to time (the “Loan Agreement”);

B. Trust succeeded to certain rights of HTGC under the Loan Agreement;

C. Borrower desires to amend the Loan Agreement to increase the amount of funds available to it and to change other terms as provided in that certain First Amendment to Loan and Security Agreement dated even date herewith (the “First Amendment”);

D. In connection with the First Amendment, Lender requires that Parent agree to the terms and conditions of the First Amendment, provide this Supplement and issue HTGC a warrant as required in the First Amendment;

B. Parent acknowledges and agrees that it will benefit both directly and indirectly from Company’s execution of the First Amendment and the other agreements executed and delivered in connection therewith;

AGREEMENT

NOW THEREFORE, Parent and Lender agree as follows:

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[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

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[SIGNATURE PAGE TO SUPPLEMENT TO JOINDER AGREEMENT]

ZOSANO PHARMA CORPORATION

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

HERCULES CAPITAL FUNDING TRUST 2014-1

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Exhibit 10.3

THIS WARRANT, AND THE SECURITIES ISSUABLE UPON THE EXERCISE OF THIS WARRANT, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR ANY STATE SECURITIES LAWS. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE ACT, OR ANY APPLICABLE STATE SECURITIES LAWS.

WARRANT AGREEMENT

To Purchase Shares of Common Stock of

Zosano Pharma Corporation

Dated as of June 23, 2015 (the “ Effective Date ”)

WHEREAS, ZP Opco, Inc., a Delaware corporation (“ZP Opco”), is a wholly-owned subsidiary of the Company (as defined below);

WHEREAS, ZP Opco has entered into a Loan and Security Agreement dated as of June 3, 2014, as amended pursuant to that certain First Amendment to Loan and Security Agreement dated as of June 23, 2015 (collectively, the “ Loan Agreement ”) with Hercules Technology Growth Capital, Inc., a Maryland corporation (“ Hercules ”) the other lender parties thereto;

WHEREAS, the Company desires to grant to Hercules, in consideration for, among other things, the financial accommodations provided ZP Opco in the Loan Agreement, the right to purchase shares of Company Stock (as defined below) pursuant to this Warrant Agreement (the “ Agreement ”);

NOW, THEREFORE, in consideration of Hercules’s executing and delivering the Loan Agreement and providing the financial accommodations contemplated therein, and in consideration of the mutual covenants and agreements contained herein, the Company and Hercules agree as follows:

SECTION 1. GRANT OF THE RIGHT TO PURCHASE COMPANY STOCK.

For value received, the Company hereby grants to Hercules, and Hercules is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, an aggregate number of fully paid and non-assessable shares of the Company Stock equal to the quotient derived by dividing (a) the Warrant Amount (defined below) by (b) the Exercise Price (defined below). As used herein, the following terms shall have the following meanings:

“ 1934 Act ” means the Securities Exchange Act of 1934, as amended.

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

“ Company ” means Zosano Pharma Corporation, a Delaware corporation, and any successor or surviving entity that assumes the obligations of the Company under this Agreement pursuant to Section 8(a).

“ Charter ” means the Company’s Certificate of Incorporation or other constitutional document, as may be amended from time to time.

“ Common Stock ” means the Company’s common stock, $0.0001 par value per share.

“ Company Stock ” means Common Stock.

“ Exercise Price ” means, subject to adjustment pursuant to Section 8, $7.37 per share.

“ Initial Public Offering ” means the initial underwritten public offering of the Company’s Common Stock pursuant to a registration statement under the Act, which registration statement has been declared effective by the Securities and Exchange Commission (“ SEC ”).

“ Marketable Securities ” means securities issued by a corporation whose equity securities are traded on NASDAQ, NYSE or AMEX, which securities have been registered under the Act and can be sold immediately following the closing of a Merger Event regardless of any lock-up or other restriction.

“ Merger Event ” means any sale, lease or other transfer of all or substantially all assets of the Company or any merger or consolidation involving the Company in which the Company is not the surviving entity, or in which the outstanding shares of the Company’s capital stock are otherwise converted into or exchanged for shares of capital stock or other securities or property of another entity.

“ Purchase Price ” means, with respect to any exercise of this Agreement, an amount equal to the Exercise Price as of the relevant time multiplied by the number of shares of Company Stock requested to be exercised under this Agreement pursuant to such exercise.

“ Qualified Merger Event ” means a Merger Event in which the consideration to be received by holders of Company Stock at the closing of such Merger Event consists of cash or Marketable Securities (or a combination of cash and Marketable Securities).

“ Rule 144 ” means Rule 144 as promulgated by the SEC under the Act.

“ Warrant Amount ” means 300,000.

SECTION 2. TERM OF THE AGREEMENT.

(a) Term . Except as otherwise provided for herein, the term of this Agreement and the right to purchase Company Stock as granted herein (the “Warrant”) shall commence on the Effective Date and shall be exercisable for a period ending upon June 23, 2020.

(b) Early Termination . The Company shall provide written notice to the registered holder of this Agreement of a Qualified Merger Event at least ten days prior to the consummation of the Merger Event. Notice from the Company to the registered holder of this Agreement of a Qualified Merger Event shall provide detailed information regarding the consideration to be received by holders of Company Stock in connection with such Qualified Merger Event. In the event of a Qualified Merger Event where the registered holder of this Agreement elects not to exercise its rights under this Agreement to acquire shares of Company Stock in connection with the Qualified Merger Event, then the Company may elect to pay to the registered holder of this Agreement, at closing of such Qualified Merger Event, an amount in cash equal to one (1) times the aggregate Exercise Price for the number of shares of Company Stock acquirable under this Agreement as of the date of such Qualified Merger Event (i.e., the Exercise Price per share times the number of shares of Company Stock acquirable under this Agreement as of the date of such Qualified Merger Event) and this Agreement shall be terminated effective upon receipt of such payment, which payment shall be in complete satisfaction hereof.

SECTION 3. EXERCISE OF THE PURCHASE RIGHTS.

(a) Exercise . The purchase rights set forth in this Agreement are exercisable by Hercules, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I (the “ Notice of Exercise ”), duly completed and executed. Promptly upon receipt of the Notice of Exercise and the payment of the Purchase Price in accordance with the terms set forth below, and in no event later than three (3) days thereafter, the Company shall instruct its transfer agent and registrar to issue to Hercules a certificate (or book-entry form equivalent) for the number of shares of Company Stock purchased and shall execute the acknowledgment of exercise in the form attached hereto as Exhibit II (the “ Acknowledgment of Exercise ”) indicating the number of shares which remain subject to future purchases, if any.

The Purchase Price may be paid at Hercules’s election either (i) by cash or check, or (ii) by surrender of all or a portion of the Warrant for shares of Company Stock to be exercised under this Agreement and, if

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applicable, an amended Agreement representing the remaining number of shares purchasable hereunder, as determined below (“ Net Issuance ”). If Hercules elects the Net Issuance method, the Company will issue Company Stock in accordance with the following formula:

For purposes of the above calculation, current fair market value of Company Stock shall mean with respect to each share of Company Stock:

(i) if the Common Stock is traded on a securities exchange, the fair market value per share shall be deemed to be the average of the closing prices over a five (5) day period ending three days before the day the current fair market value of the securities is being determined; or

(ii) if the Common Stock is traded over-the-counter, the fair market value per share shall be deemed to be the average of the closing bid and asked prices quoted over the five (5) day period ending three days before the day the current fair market value of the securities is being determined;

(iii) if at any time the Common Stock is not listed on any securities exchange or quoted in the over-the-counter market, the current fair market value per share of Company Stock shall be the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Common Stock sold by the Company, from authorized but unissued shares, as determined in good faith by its Board of Directors unless the Company shall become subject to a Merger Event, in which case the per share fair market value of Company Stock shall be deemed to be the per share value to be received by the holders of the Company’s Company Stock pursuant to such Merger Event.

Upon partial exercise by either cash or Net Issuance, the Company shall promptly issue an amended Agreement representing the remaining number of shares purchasable hereunder. All other terms and conditions of such amended Agreement shall be identical to those contained herein, including, but not limited to the Effective Date hereof.

(b) Exercise Prior to Expiration . To the extent this Agreement is not previously exercised as to all Company Stock subject hereto, and if the fair market value of one share of the Company Stock is greater than the Exercise Price then in effect, this Agreement shall be deemed automatically exercised pursuant to Section 3(a) (even if not surrendered) immediately before its expiration. For purposes of such automatic exercise, the fair market value of one share of the Company Stock upon such expiration shall be determined pursuant to Section 3(a). To the extent this Agreement or any portion thereof is deemed automatically exercised pursuant to this Section 3(b), the Company agrees to promptly notify Hercules of the number of shares of Company Stock, if any, Hercules is to receive by reason of such automatic exercise.

SECTION 4. RESERVATION OF SHARES.

During the term of this Agreement, the Company will at all times have authorized and reserved a sufficient number of shares of its Common Stock to provide for the exercise of the rights to purchase Company Stock as provided for herein.

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SECTION 5. NO FRACTIONAL SHARES OR SCRIP.

No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Agreement, but in lieu of such fractional shares the Company shall make a cash payment therefor upon the basis of the Exercise Price then in effect.

SECTION 6. NO RIGHTS AS STOCKHOLDER.

This Agreement does not entitle Hercules to any voting rights or other rights as a stockholder of the Company prior to the exercise of this Agreement.

SECTION 7. WARRANTHOLDER REGISTRY.

The Company shall maintain a registry showing the name and address of the registered holder of this Agreement. Hercules’s initial address, for purposes of such registry, is set forth in Section 12(g). Hercules may change such address by giving written notice of such changed address to the Company.

SECTION 8. ADJUSTMENT RIGHTS.

The Exercise Price and the number of shares of Company Stock purchasable hereunder are subject to adjustment, as follows:

(a) Merger Event . If at any time a Merger Event shall occur, then, as a part of such Merger Event, lawful provision shall be made so that Hercules shall thereafter be entitled to receive, upon exercise of this Agreement, the number of shares of capital stock or other securities or property (collectively, “ Reference Property ”) that Hercules would have received in connection with such Merger Event if Hercules had exercised this Agreement immediately prior to the Merger Event. In any such case, appropriate adjustment (as determined in good faith by the Company’s Board of Directors) shall be made in the application of the provisions of this Agreement with respect to the rights and interests of Hercules after the Merger Event to the end that the provisions of this Agreement (including adjustments of the Exercise Price and adjustments to ensure that the provisions of this Section 8 shall thereafter be applicable, as nearly as possible, to the purchase rights under this Agreement in relation to any Reference Property thereafter acquirable upon exercise of such purchase rights) shall continue to be applicable in their entirety, and to the greatest extent possible. Without limiting the foregoing, in connection with any Merger Event, upon the closing thereof, the successor or surviving entity shall assume the obligations of this Agreement; provided that if the Reference Property includes shares of stock or other securities and assets of an entity other than the successor or purchasing company, as the case may be, in such Merger Event, then such other entity shall assume the obligations under this Agreement and any such assumption shall contain such additional provisions to protect the interests of Hercules as reasonably necessary by reason of the foregoing (as determined in good faith by the Company’s Board of Directors). In connection with a Merger Event and upon Hercules’s written election to the Company, the Company shall cause this Warrant Agreement to be exchanged for the consideration that Hercules would have received if Hercules had chosen to exercise its right to have shares issued pursuant to the Net Issuance provisions of this Warrant Agreement without actually exercising such right, acquiring such shares and exchanging such shares for such consideration. The provisions of this Section 8(a) shall similarly apply to successive Merger Events.

(b) Reclassification of Shares . Except for Merger Events subject to Section 8(a), and subject to Section 8(f), if the Company at any time shall, by combination, reclassification, exchange or subdivision of securities or otherwise, change any of the securities as to which purchase rights under this Agreement exist into the same or a different number of securities of any other class or classes, this Agreement shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change. The provisions of this Section 8(b) shall similarly apply to successive combination, reclassification, exchange, subdivision or other change.

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(c) Subdivision or Combination of Shares . If the Company at any time shall combine or subdivide its Company Stock, (i) in the case of a subdivision, the Exercise Price shall be proportionately decreased, or (ii) in the case of a combination, the Exercise Price shall be proportionately increased.

(d) Stock Dividends . If the Company at any time while this Agreement is outstanding and unexpired shall:

(i) pay a dividend with respect to the Company Stock payable in Company Stock, then the Exercise Price shall be adjusted, from and after the date of determination of stockholders entitled to receive such dividend or distribution, to that price determined by multiplying the Exercise Price in effect immediately prior to such date of determination by a fraction (A) the numerator of which shall be the total number of shares of Company Stock outstanding immediately prior to such dividend or distribution, and (B) the denominator of which shall be the total number of shares of Company Stock outstanding immediately after such dividend or distribution; or

(ii) make any other distribution with respect to Company Stock, except any distribution specifically provided for in any other clause of this Section 8, then, in each such case, provision shall be made by the Company such that Hercules shall receive upon exercise or conversion of this Warrant a proportionate share of any such distribution as though it were the holder of the Company Stock as of the record date fixed for the determination of the stockholders of the Company entitled to receive such distribution.

(e) Antidilution Rights . Additional antidilution rights applicable to the Company Stock purchasable hereunder are as set forth in the Charter and shall be applicable with respect to the Company Stock issuable hereunder. The Company shall promptly provide Hercules with any restatement, amendment, modification or waiver of the Charter; provided , that no such amendment, modification or waiver shall impair or reduce the antidilution rights applicable to the Company Stock as of the date hereof unless such amendment, modification or waiver affects the rights of Hercules with respect to the Company Stock subject to this Warrant in the same manner as it affects all of the outstanding shares of Company Stock. The Company shall provide Hercules with prior written notice of any issuance of its stock or other equity security to occur after the Effective Date of this Agreement that could trigger the antidilution rights provided in the Charter, which notice shall include (a) the price at which such stock or security is to be sold, (b) the number of shares to be issued, and (c) such other information as necessary for Hercules to determine if a dilutive event has occurred. For the avoidance of doubt, there shall be no duplicate anti-dilution adjustment pursuant to this subsection (e), the forgoing subsection (d) and the Charter.

(f) Notice of Adjustments . If: (i) the Company shall declare any dividend or distribution upon its stock, whether in stock, cash, property or other securities (assuming Hercules consents to a dividend involving cash, property or other securities); (ii) the Company shall grant, issue or sell any Purchase Rights; (iii) there shall be any Merger Event; (iv) the Company shall sell, lease, license or otherwise transfer all or substantially all of its assets; or (v) there shall be any voluntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to Hercules: (A) at least ten (10) days’ prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of Company Stock shall be entitled thereto) or for determining rights to vote in respect of such Merger Event, dissolution, liquidation or winding up; and (B) in the case of any such Merger Event, sale, lease, license or other transfer of all or substantially all assets, dissolution, liquidation or winding up, at least ten (10) days’ prior written notice of the date when the same shall take place (and specifying the date on which the holders of Company Stock shall be entitled to exchange their Company Stock for securities or other property deliverable upon such Merger Event, dissolution, liquidation or winding up).

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Each such written notice shall set forth, in reasonable detail, (i) the event requiring the notice, and (ii) if any adjustment is required to be made, (A) the amount of such adjustment, (B) the method by which such adjustment was calculated, (C) the adjusted Exercise Price (if the Exercise Price has been adjusted), and (D) the number of shares subject to purchase hereunder after giving effect to such adjustment, and shall be given in accordance with Section 12(g) below.

(g) Timely Notice . Failure to timely provide such notice required by subsection (f) above shall entitle Hercules to retain the benefit of the applicable notice period notwithstanding anything to the contrary contained in any insufficient notice received by Hercules. For purposes of this subsection (g), and notwithstanding anything to the contrary in Section 12(g), the notice period shall begin on the date Hercules actually receives a written notice containing all the information required to be provided in such subsection (g).

SECTION 9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.

(a) Reservation of Company Stock . The Company Stock issuable upon exercise of Hercules’s rights has been duly and validly reserved and, when issued in accordance with the provisions of this Agreement, will be validly issued, fully paid and non-assessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided , that the Company Stock issuable pursuant to this Agreement may be subject to restrictions on transfer under state and/or federal securities laws. The Company has made available to Hercules true, correct and complete copies of its Charter and current bylaws. The issuance of certificates (or book-entry form equivalent) for shares of Company Stock upon exercise of this Agreement shall be made without charge to Hercules for any issuance tax in respect thereof, or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Company Stock; provided , that the Company shall not be required to pay any tax which may be payable in respect of any transfer and the issuance and delivery of any certificate (or book-entry form equivalent) in a name other than that of Hercules.

(b) Due Authority . The execution and delivery by the Company of this Agreement and the performance of all obligations of the Company hereunder, including the issuance to Hercules of the right to acquire the shares of Company Stock have been duly authorized by all necessary corporate action on the part of the Company. This Agreement: (1) does not violate the Company’s Charter or current bylaws; (2) does not contravene any law or governmental rule, regulation or order applicable to it; and (3) does not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound. This Agreement constitutes a legal, valid and binding agreement of the Company, enforceable in accordance with its terms.

(c) Consents and Approvals . No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Agreement, except for the filing of notices pursuant to Regulation D under the Act and any filing required by applicable state securities law, which filings will be effective by the time required thereby.

(d) Issued Securities . All issued and outstanding shares of, Company Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Company Stock and any other securities were issued in full compliance with all federal and state securities laws. In addition, as of the date immediately preceding the date of this Agreement:

(i) The authorized capital of the Company consists of (A) 100,000,000 shares of Common Stock, of which 11,943,618 shares are issued and outstanding, and (B) 5,000,000 shares of Preferred Stock, $0.0001 par value per share, no shares of which are issued and outstanding.

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(ii) The Company has reserved 1,966,027 shares of Common Stock for issuance under its Stock Option Plan(s), under which options to purchase 722,215 shares of Common Stock are outstanding. There are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company’s capital stock or other securities of the Company, except for the Warrant Agreement dated as of June 3, 2014 between the Company and Hercules. The Company has no outstanding loans to any employee, officer or director of the Company.

(iii) In accordance with the Company’s Charter, no stockholder of the Company has preemptive rights to purchase new issuances of the Company’s capital stock.

(e) Insurance . The Company has in full force and effect insurance policies, with extended coverage, insuring the Company and its property and business against such losses and risks, and in such amounts, as are customary for corporations engaged in a similar business and similarly situated and as otherwise may be required pursuant to the terms of any other contract or agreement.

(f) Registration of Shares . The Company shall, subject to receipt of necessary information from Hercules, either (i) prepare and file with the SEC, on or prior to the 30th calendar day following the date on which the Company becomes eligible to use a Form S-3 registration statement to register the Common Stock issuable on exercise of this Agreement, a registration statement on Form S-3 to enable the Company to issue to Hercules upon exercise of this Agreement registered and freely tradable shares of Common Stock or to enable the resale by Hercules on a delayed or continuous basis under Rule 415 of the Act of the shares of Common Stock issued to Hercules upon exercise of this Agreement (the “S-3 Registration Statement”), and use its commercially reasonable efforts to cause the Registration Statement to become effective within 60 calendar days after the date by which the Registration Statement shall have been required to be filed in accordance with this Section 9(f), or (ii) include the Common Stock issuable on exercise of this Agreement in the next Form S-1 registration statement, if any, that the Company elects to file (the “S-1 Registration Statement”) should such registration statement be filed prior to the date when the S-3 Registration Statement is required to be filed; provided, however, that (x) the Company shall not be required to include in the S-1 Registration Statement any of the Common Stock issuable on exercise of this Agreement unless, in the case that the S-1 Registration Statement relates to an offering involving an underwriting of shares of Common Stock to be issued by the Company, Hercules accepts the terms of the underwriting as agreed upon between the Company and its underwriters, and (y) if in connection with any such underwritten offering the managing underwriter imposes a limitation on the number of shares of Common Stock which may be included in the S-1 Registration Statement because in the judgment of the managing underwriter such limitation is necessary to effect an orderly public distribution, and such limitation is imposed pro rata with respect to any shares of Common Stock whose holders have a contractual, incidental right to include such Common Stock in the S-1 Registration Statement, and there is first excluded from the S-1 Registration Statement all shares of Common Stock sought to be included therein by (1) any holder thereof not having any such contractual, incidental registration rights, and (2) any holder thereof having contractual, incidental registration rights subordinate and junior to the rights of Hercules, then the Company shall be obligated to include in such S-1 Registration Statement only such limited portion (which may be none) of the shares of Common Stock issuable upon exercise of this Agreement.

(g) Exempt Transaction . Subject to the accuracy of Hercules’s representations in Section 10, the issuance of the Company Stock upon exercise of this Agreement will constitute a transaction exempt from (i) the registration requirements of Section 5 of the Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the applicable state securities laws.

(h) Compliance with Rule 144 . Provided that the Company is then subject to the reporting requirements of Section 13(a) or 15(d) of the 1934 Act, the Company shall use its best efforts to comply with all applicable reporting requirements under paragraph (c)(1) of Rule 144 until such time as either the S-1 Registration Statement or S-3 Registration Statement becomes effective. If Hercules proposes

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to sell Company Stock issuable upon the exercise of this Agreement in compliance with Rule 144, then, upon Hercules’s written request to the Company, the Company shall furnish to Hercules, within three business days after receipt of such request, a written statement confirming the Company’s compliance with the filing requirements of the SEC as set forth in paragraph (c)(1) of Rule 144, as such Rule may be amended from time to time, and shall, upon receipt from Hercules of an appropriate Rule 144 stockholder representation letter and any other documents reasonably requested by the Company, issue appropriate instructions to its transfer agent to remove the restrictive legend regarding the Act from any certificates (or book-entry form equivalent) evidencing the Common Stock issuable upon the exercise of this Agreement. No opinion of counsel will be required for sales made pursuant to Rule 144.

(i) Information Rights . At any time while this Agreement is outstanding or Hercules holds shares of Company Stock acquired under this Agreement, if (and then for only so long as) the Company is either (i) not subject to SEC reporting obligations under Section 13(a) or Section 15(d) of the 1934 Act, or (ii) is not timely in meeting such SEC reporting obligations (after giving effect to extensions pursuant to Rule 12b-25(b)), then Hercules shall be entitled to the information rights contained in Sections 7.1 of the Loan Agreement; provided, however, that the Company shall not be required to deliver a Compliance Certificate once all Secured Obligations (as defined in the Loan Agreement) owed by the Company to Hercules have been repaid.

(j) Listing of Shares . The Common Stock is listed for trading on the NASDAQ Capital Market under the symbol “ZSAN” as of the Effective Date.

SECTION 10. REPRESENTATIONS AND COVENANTS OF HERCULES.

This Agreement has been entered into by the Company in reliance upon the following representations and covenants of Hercules:

(a) Investment Purpose . The right to acquire Company Stock is being acquired for investment and not with a view to the sale or distribution of any part thereof, and Hercules has no present intention of selling or engaging in any public distribution of such rights or the Company Stock except pursuant to an effective registration statement or an exemption from the registration requirements of the Act.

(b) Private Issue . Hercules understands (i) that the Company Stock issuable upon exercise of this Agreement is not registered under the Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company’s reliance on such exemption is predicated on the representations set forth in this Section 10.

(c) Financial Risk . Hercules has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment, and has the ability to bear the economic risks of its investment.

(d) Reserved .

(e) Accredited Investor . Hercules is an “accredited investor” within the meaning of the Securities and Exchange Rule 501 of Regulation D, as presently in effect.

(f) No Short Sales . The holder of this Agreement has not engaged, and will not engage, in “short sales” of the Company Stock as long as this Agreement is exercisable into shares of Company Stock. The term “short sale” shall mean any sale of a security which the seller does not own or any sale which is consummated by the delivery of a security borrowed by, or for the account of, the seller.

SECTION 11 . TRANSFERS.

Subject to compliance with applicable federal and state securities laws this Agreement and all rights hereunder are transferable, in whole or in part, without charge to the holder hereof (except for transfer taxes)

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upon surrender of this Agreement properly endorsed. Each taker and holder of this Agreement, by taking or holding the same, consents and agrees that this Agreement, when endorsed in blank, shall be deemed negotiable, and that the holder hereof, when this Agreement shall have been so endorsed and its transfer recorded on the Company’s books, shall be treated by the Company and all other persons dealing with this Agreement as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented by this Agreement. The transfer of this Agreement shall be recorded on the books of the Company upon receipt by the Company of a notice of transfer in the form attached hereto as Exhibit III (the “ Transfer Notice ”), at its principal offices and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer. Until the Company receives such Transfer Notice, the Company may treat the registered owner hereof as the owner for all purposes.

SECTION 12. MISCELLANEOUS.

(a) Effective Date . The provisions of this Agreement shall be construed and shall be given effect in all respects as if it had been executed and delivered by the Company on the date hereof. This Agreement shall be binding upon any successors or assigns of the Company.

(b) Remedies . In the event of any default hereunder, the non-defaulting party may proceed to protect and enforce its rights either by suit in equity and/or by action at law, including but not limited to an action for damages as a result of any such default, and/or an action for specific performance for any default where Hercules will not have an adequate remedy at law and where damages will not be readily ascertainable. The Company expressly agrees that it shall not oppose an application by Hercules or any other person entitled to the benefit of this Agreement requiring specific performance of any or all provisions hereof or enjoining the Company from continuing to commit any such breach of this Agreement.

(c) No Impairment of Rights . The Company will not, by amendment of its Charter or through any other means, avoid or seek to avoid the observance or performance of any of the terms of this Agreement, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such actions as may be necessary or appropriate in order to protect the rights of Hercules against impairment.

(d) Additional Documents . The Company, upon execution of this Agreement, shall provide Hercules with certified resolutions with respect to the Company’s entry into this Agreement, the reservation of shares for issuance upon exercise of this Agreement, and issuance of shares upon exercise of this Agreement. The Company shall also supply to Hercules upon its request documentation reasonably necessary to evaluate whether to exercise (in cash or a net issuance basis) this Agreement, including without limitation, (i) any merger/purchase/asset sale agreement and related documents and estimated payout allocations to each of the respective shareholders, warrant and option holders in connection with a Merger Event, (ii) the most recent capitalization tables, 409A valuations (if any), and board determination of share value (including any waterfall or per share allocations provided to the stockholders), and (iii) most recent Charter.

(e) Attorney’s Fees . In any litigation, arbitration or court proceeding between the Company and Hercules relating hereto, the prevailing party shall be entitled to attorneys’ fees and expenses and all costs of proceedings incurred in enforcing this Agreement. For the purposes of this Section 12(e), attorneys’ fees shall include without limitation fees incurred in connection with the following: (i) contempt proceedings; (ii) discovery; (iii) any motion, proceeding or other activity of any kind in connection with an insolvency proceeding; (iv) garnishment, levy, and debtor and third party examinations; and (v) post-judgment motions and proceedings of any kind, including without limitation any activity taken to collect or enforce any judgment.

(f) Severability . In the event any one or more of the provisions of this Agreement shall for any reason be held invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.

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(g) Notices . Except as otherwise provided herein, any notice, demand, request, consent, approval, declaration, service of process or other communication that is required, contemplated, or permitted under this Agreement or with respect to the subject matter hereof shall be in writing, and shall be deemed to have been validly served, given, delivered, and received upon the earlier of: (i) the day of transmission by facsimile or hand delivery if transmission or delivery occurs on a business day at or before 5:00 pm in the time zone of the recipient, or, if transmission or delivery occurs on a non-business day or after such time, the first business day thereafter, or the first business day after deposit with an overnight express service or overnight mail delivery service; or (ii) the third calendar day after deposit in the United States mails, with proper first class postage prepaid, and shall be addressed to the party to be notified as follows:

If to Hercules:

HERCULES TECHNOLOGY GROWTH CAPITAL, INC.

Legal Department

Attention: Chief Legal Officer and Manuel Henriquez

400 Hamilton Avenue, Suite 310

Palo Alto, CA 94301

Facsimile: 650-473-9194

Telephone: 650-289-3060

With a copy (which shall not constitute notice) to:

Steven O. Gasser

PremierCounsel LLP

49 Stevenson Street, 4th Floor

San Francisco, CA 94105

Facsimile: 415-357-1414

Telephone: 415-357-1400

Zosano Pharma Corporation

Attention: Vikram Lamba

34790 Ardentech Court

Fremont, CA 94555

Facsimile:

Telephone:

With a copy (which shall not constitute notice) to:

Jeffrey L. Quillen

Foley Hoag LLP

155 Seaport Blvd.

Boston, MA 02210

Facsimile: 617-832-7000

Telephone: 617-832-1205

or to such other address as each party may designate for itself by like notice.

(h) Entire Agreement; Amendments . This Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof, and supersede and replace in their entirety any prior proposals, term sheets, letters, negotiations or other documents or agreements, whether written or oral, with respect to the subject matter hereof (including Hercules’s proposal letter dated May 27, 2015). None of the terms of this Agreement may be amended except by an instrument executed by each of the parties hereto.

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(i) Headings . The various headings in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement or any provisions hereof.

(j) Advice of Counsel . Each of the parties represents to each other party hereto that it has discussed (or had an opportunity to discuss) with its counsel this Agreement and, specifically, the provisions of Sections 12(n), 12(o), 12(p), 12(q) and 12(r).

(k) No Strict Construction . The parties hereto have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provisions of this Agreement.

(l) No Waiver . No omission or delay by Hercules at any time to enforce any right or remedy reserved to it, or to require performance of any of the terms, covenants or provisions hereof by the Company at any time designated, shall be a waiver of any such right or remedy to which Hercules is entitled, nor shall it in any way affect the right of Hercules to enforce such provisions thereafter.

(m) Survival . All agreements, representations and warranties contained in this Agreement or in any document delivered pursuant hereto shall be for the benefit of Hercules and shall survive the execution and delivery of this Agreement and the expiration or other termination of this Agreement.

(n) Governing Law . This Agreement has been negotiated and delivered to Hercules in the State of California, and shall have been accepted by Hercules in the State of California. Delivery of Company Stock to Hercules by the Company under this Agreement is due in the State of California. This Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of California, excluding conflict of laws principles that would cause the application of laws of any other jurisdiction.

(o) Consent to Jurisdiction and Venue . All judicial proceedings arising in or under or related to this Agreement may be brought in any state or federal court of competent jurisdiction located in the State of California. By execution and delivery of this Agreement, each party hereto generally and unconditionally: (a) consents to personal jurisdiction in Santa Clara County, State of California; (b) waives any objection as to jurisdiction or venue in Santa Clara County, State of California; (c) agrees not to assert any defense based on lack of jurisdiction or venue in the aforesaid courts; and (d) irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement. Service of process on any party hereto in any action arising out of or relating to this Agreement shall be effective if given in accordance with the requirements for notice set forth in Section 12(g), and shall be deemed effective and received as set forth in Section 12(g). Nothing herein shall affect the right to serve process in any other manner permitted by law or shall limit the right of either party to bring proceedings in the courts of any other jurisdiction.

(p) Mutual Waiver of Jury Trial . Because disputes arising in connection with complex financial transactions are most quickly and economically resolved by an experienced and expert person and the parties wish applicable state and federal laws to apply (rather than arbitration rules), the parties desire that their disputes be resolved by a judge applying such applicable laws. EACH OF THE COMPANY AND HERCULES SPECIFICALLY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY OF ANY CAUSE OF ACTION, CLAIM, CROSS-CLAIM, COUNTERCLAIM, THIRD PARTY CLAIM OR ANY OTHER CLAIM (COLLECTIVELY, “CLAIMS”) ASSERTED BY THE COMPANY AGAINST HERCULES OR ITS ASSIGNEE OR BY HERCULES OR ITS ASSIGNEE AGAINST THE COMPANY. This waiver extends to all such Claims, including Claims that involve Persons other than the Company and Hercules; Claims that arise out of or are in any way connected to the relationship between the Company and Hercules; and any Claims for damages, breach of contract, specific performance, or any equitable or legal relief of any kind, arising out of this Agreement.

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(q) Judicial Reference . If the waiver of jury trial set forth above is ineffective or unenforceable, the parties agree that all Claims shall be resolved by reference to a private judge sitting without a jury, pursuant to California Code of Civil Procedure Section 638, et seq., before a mutually acceptable referee or, if the parties cannot agree, a referee selected by the Presiding Judge of Santa Clara County, California. Such proceeding shall be conducted in Santa Clara County, California, with California rules of evidence and discovery applicable to such proceeding.

(r) Prejudgment Relief . In the event Claims are to be resolved by judicial reference to a private judge, either party may seek from a court of competent jurisdiction identified in Section 12(o), any prejudgment order, writ or other relief and have such prejudgment order, writ or other relief enforced to the fullest extent permitted by law notwithstanding that all Claims are otherwise subject to resolution by judicial reference.

(s) Counterparts . This Agreement and any amendments, waivers, consents or supplements hereto may be executed in any number of counterparts, and by different parties hereto in separate counterparts, each of which when so delivered shall be deemed an original, but all of which counterparts shall constitute but one and the same instrument.

(t) Specific Performance . The parties hereto hereby declare that it is impossible to measure in money the damages which will accrue to Hercules by reason of the Company’s failure to perform any of the obligations under this Agreement and agree that the terms of this Agreement shall be specifically enforceable by Hercules. If Hercules institutes any action or proceeding to specifically enforce the provisions hereof, any person against whom such action or proceeding is brought hereby waives the claim or defense therein that Hercules has an adequate remedy at law, and such person shall not offer in any such action or proceeding the claim or defense that such remedy at law exists.

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by its officers thereunto duly authorized as of the Effective Date.

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EXHIBIT I

NOTICE OF EXERCISE

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EXHIBIT II

ACKNOWLEDGMENT OF EXERCISE

The undersigned [                                                                           ], hereby acknowledge receipt of the “Notice of Exercise” from Hercules Technology Growth Capital, Inc. to purchase [                      ] shares of the Common Stock of Zosano Pharma Corporation pursuant to the terms of the Agreement, and further acknowledges that [                      ] shares remain subject to purchase under the terms of the Agreement.

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EXHIBIT III

TRANSFER NOTICE

(To transfer or assign the foregoing Agreement execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Agreement and all rights evidenced thereby are hereby transferred and assigned to

Signature Guaranteed:                                                                                                                           

NOTE: The signature to this Transfer Notice must correspond with the name as it appears on the face of the Agreement, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Agreement.

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Exhibit 10.4

FIRST AMENDMENT TO

WARRANT AGREEMENT

Zosano Pharma Corporation

Dated as of June 23, 2015 (the “ Effective Date ”)

This First Amendment to Warrant Agreement (the “Amendment”) is dated as of June 23, 2015, by and between Zosano Pharma Corporation, a Delaware corporation formerly named ZP Holdings, Inc. (the “ Company ”), and Hercules Technology Growth Capital, Inc., a Maryland corporation (“ Hercules ”).

WHEREAS, ZP Opco, Inc., a Delaware corporation formerly named Zosano Pharma, Inc. (“ZP Opco”), is a wholly-owned subsidiary of the Company;

WHEREAS, ZP Opco has entered into a Loan and Security Agreement dated as of June 3, 2014 (the “ Original Loan Agreement ”), as amended pursuant to that certain First Amendment to Loan and Security Agreement dated as of June 23, 2015 (collectively, the “ Loan Agreement ”) with Hercules and the other lender parties thereto;

WHEREAS, in connection the Original Loan Agreement, the Company and Hercules entered into a Warrant Agreement dated as of June 3, 2014 (the “ Original Warrant ”), and the parties hereto desire to clarify Section 2(b) of the Original Warrant.

NOW, THEREFORE, in consideration of Hercules’s executing and delivering the Loan Agreement and providing the financial accommodations contemplated therein, and in consideration of the mutual covenants and agreements contained herein, the Company and Hercules agree as follows:

1. Capitalized terms used but not defined herein shall have the meaning provided in the Original Warrant.

2. Section 2(b) of the Original Warrant is hereby amended and restated in its entirety to provide:

(b) Early Termination . The Company shall provide written notice to the registered holder of this Agreement of a Qualified Merger Event at least ten days prior to the consummation of the Merger Event. Notice from the Company to the registered holder of this Agreement of a Qualified Merger Event shall provide detailed information regarding the consideration to be received by holders of Company Stock in connection with such Qualified Merger Event. In the event of a Qualified Merger Event where the registered holder of this Agreement elects not to exercise its rights under this Agreement to acquire shares of Company Stock in connection with the Qualified Merger Event, then the Company may elect to pay to the registered holder of this Agreement, at closing of such Qualified Merger Event, an amount in cash equal to one (1) times the aggregate Exercise Price for the number of shares of Company Stock acquirable under this Agreement as of the date of such Qualified Merger Event (i.e., the Exercise Price per share times the number of shares of Company Stock acquirable under this Agreement as of the date of such Qualified Merger Event) and this Agreement shall be terminated effective upon receipt of such payment, which payment shall be in complete satisfaction hereof.

3. Except as provided herein, the Original Agreement remain unchanged, and in full force and effect in accordance with its terms.

4. This Amendment may be executed in any number of counterparts, each of which when so executed and delivered shall be deemed an original and all of which counterparts, taken together, shall constitute one and the same instrument. The provisions of Section 12 of the Original Warrant shall be deemed incorporated herein by reference, mutatis mutandis .

[Remainder of Page Intentionally Left Blank]

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IN WITNESS WHEREOF, the parties hereto have caused this First Amendment to Warrant Agreement to be executed by its officers thereunto duly authorized as of the Effective Date.

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Exhibit 10.5

SIXTH AMENDMENT TO LEASE

THIS SIXTH AMENDMENT TO LEASE (this “ Amendment ”) is entered into as of this 24 ^th day of June, 2015, by and between BMR-34790 ARDENTECH COURT LP, a Delaware limited partnership (“ Landlord ,” as successor-in-interest to BMR-34790 Ardentech Court LLC), and ZP OPCO, INC., a Delaware corporation (“ Tenant ,” formerly known as Zosano Pharma, Inc. and, previously, The Macroflux Corporation).

RECITALS

A. WHEREAS, Landlord and Tenant are parties to that certain Lease dated as of May 1, 2007 (the “ Original Lease ”), as amended by that certain First Amendment to Lease dated as of June 20, 2008, that certain Second Amendment to Lease dated as of October 16, 2008, that certain Third Amendment to Lease dated as of April 29, 2011, that certain Fourth Amendment to Lease dated as of July 31, 2011, and that certain Fifth Amendment to Lease dated as of April 1, 2012 (collectively, and as the same may have been further amended, amended and restated, supplemented or modified from time to time, the “ Existing Lease ”), whereby Tenant leases certain premises (the “ Premises ”) from Landlord at 34790 Ardentech Court in Fremont, California (the “ Building ”);

B. WHEREAS, Landlord and Tenant desire to provide Tenant with an Option to Extend and pay rent on the Total Premises; and

C. WHEREAS, Landlord and Tenant desire to modify and amend the Existing Lease only in the respects and on the conditions hereinafter stated.

AGREEMENT

NOW, THEREFORE, Landlord and Tenant, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, agree as follows:

1. Definitions . For purposes of this Amendment, capitalized terms shall have the meanings ascribed to them in the Existing Lease unless otherwise defined herein. The Existing Lease, as amended by this Amendment, is referred to collectively herein as the “ Lease .” From and after the date hereof, the term “Lease,” as used in the Existing Lease, shall mean the Existing Lease, as amended by this Amendment.

2. Option to Extend . Tenant shall have the option (the “ Option ”) to extend the Term by an additional thirty eight (38) months for a Term Expiration Date of June 1, 2022 and pay rent on the Total Premises upon the following terms and conditions. Any extension of the Term pursuant to the Option shall be on all the same terms and conditions as the Lease, except as follows:

2.1. If Tenant chooses to exercise the Option, Basic Annual Rent will be paid in accordance with the following schedule:

2.2 If Tenant chooses to exercise the Option, Landlord shall provide a maintenance allowance (the “ Maintenance Allowance ”) of TWO HUNDRED THOUSAND DOLLARS ($200,000). Tenant acknowledges that the Maintenance Allowance may only be used to pay for the maintenance and repair of existing building systems. Landlord’s obligation to fund the Maintenance Allowance shall expire on December 31, 2016.

2.3 The Option is not assignable separate and apart from this Lease.

2.4 The Option is conditional upon Tenant giving Landlord written notice of its election to exercise the Option before December 31, 2015. Tenant assumes full responsibility for maintaining a record of the deadlines to exercise the Option. Tenant acknowledges that it would be inequitable to require Landlord to accept any exercise of the Option after the date provided for in this Section 2.4.

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2.5 Notwithstanding anything contained in this Article 2 to the contrary, Tenant shall not have the right to exercise the Option:

2.5.1. During the time commencing from the date Landlord delivers to Tenant a written notice that Tenant is in default under any provisions of the Lease and continuing until Tenant has cured the specified default to Landlord’s reasonable satisfaction; or

2.5.2. At any time after any default as described in Article 24 of the Lease (provided, however, that, for purposes of this Subsection 2.5.2, Landlord shall not be required to provide Tenant with notice of such default) and continuing until Tenant cures any such default, if such default is susceptible to being cured; or

2.5.3. In the event that Tenant has defaulted in the performance of its obligations under the Lease two (2) or more times and a service or late charge has become payable for each of such defaults during the twelve (12) month period immediately prior to the date that Tenant intends to exercise the Option, whether or not Tenant has cured such defaults.

2.6 The period of time within which Tenant may exercise the Option shall not be extended or enlarged by reason of Tenant’s inability to exercise such Option because of the provisions of Section 2.5 above.

2.7 All of Tenant’s rights under the provisions of the Option shall terminate and be of no further force or effect even after Tenant’s due and timely exercise of the Option if, after such exercise, but prior to January 1, 2016, (a) Tenant fails to pay to Landlord a monetary obligation of Tenant for a period of twenty (20) days after written notice from Landlord to Tenant, (b) Tenant fails to commence to cure a default (other than a monetary default) within thirty (30) days after the date Landlord gives notice to Tenant of such default or (c) Tenant has defaulted under the Lease two (2) or more times and a service or late charge has become payable for any such default, whether or not Tenant has cured such defaults.

2.8 Effective the date of this Amendment, Landlord’s right to recapture the Recapturable Premises pursuant to Section 3 of the Fifth Amendment to Lease shall be suspended. If Tenant exercises the Option in accordance with Section 2 of this Amendment, then Landlord’s right to recapture the Recapturable Premises pursuant to Section 3 of the Fifth Amendment to Lease shall terminate effective January 1, 2016 and be of no further force or effect. If Tenant does not exercise the Option in accordance with Section 2 of this Amendment, then Landlord’s right to recapture the Recapturable Premises pursuant to Section 3 of the Fifth Amendment to Lease shall be reinstated effective January 1, 2016, and Basic Annual Rent shall be as set forth in the Fifth Amendment to Lease.

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3. Condition of Premises . Tenant acknowledges that (a) it is in possession of and is fully familiar with the condition of the Premises and, notwithstanding anything contained in the Lease to the contrary, agrees to take the same in its condition “as is” as of the first day of the Extension Term, and (b) Landlord shall have no obligation to alter, repair or otherwise prepare the Premises for Tenant’s continued occupancy for the Extension Term or to pay for any improvements to the Premises, except as may be expressly provided in the Lease.

4. Broker . Tenant represents and warrants that it has not dealt with any broker or agent in the negotiation for or the obtaining of this Amendment and agrees to reimburse, indemnify, save, defend (at Landlord’s option and with counsel reasonably acceptable to Landlord, at Tenant’s sole cost and expense) and hold harmless the Landlord Indemnitees for, from and against any and all cost or liability for compensation claimed by any such broker or agent employed or engaged by it or claiming to have been employed or engaged by it.

5. No Default . Tenant represents, warrants and covenants that, to the best of Tenant’s knowledge, Landlord and Tenant are not in default of any of their respective obligations under the Existing Lease and no event has occurred that, with the passage of time or the giving of notice (or both) would constitute a default by either Landlord or Tenant thereunder.

6. Notices . Tenant confirms that, notwithstanding anything in the Lease to the contrary, notices delivered to Tenant pursuant to the Lease should be sent to:

ZP Opco, Inc.

34790 Ardentech Court

Fremont, CA 94555-3657

Attention: Vikram Lamba

with a copy to:

Foley Hoag LLP

155 Seaport Boulevard

Boston, Massachusetts 02210

Attention: Jeffrey L. Quillen, Esq.

7. Effect of Amendment . Except as modified by this Amendment, the Existing Lease and all the covenants, agreements, terms, provisions and conditions thereof shall remain in full force and effect and are hereby ratified and affirmed. In the event of any conflict between the terms contained in this Amendment and the Existing Lease, the terms herein contained shall supersede and control the obligations and liabilities of the parties.

8. Successors and Assigns . Each of the covenants, conditions and agreements contained in this Amendment shall inure to the benefit of and shall apply to and be binding upon the parties hereto and their respective heirs, legatees, devisees, executors, administrators and permitted successors and assigns and sublessees. Nothing in this section shall in any way alter the provisions of the Lease restricting assignment or subletting.

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9. Miscellaneous . This Amendment becomes effective only upon execution and delivery hereof by Landlord and Tenant. The captions of the paragraphs and subparagraphs in this Amendment are inserted and included solely for convenience and shall not be considered or given any effect in construing the provisions hereof. All exhibits hereto are incorporated herein by reference. Submission of this instrument for examination or signature by Tenant does not constitute a reservation of or option for a lease, and shall not be effective as a lease, lease amendment or otherwise until execution by and delivery to both Landlord and Tenant.

10. Authority . Tenant guarantees, warrants and represents that the individual or individuals signing this Amendment have the power, authority and legal capacity to sign this Amendment on behalf of and to bind all entities, corporations, partnerships, limited liability companies, joint venturers or other organizations and entities on whose behalf such individual or individuals have signed.

11. Counterparts; Facsimile and PDF Signatures . This Amendment may be executed in one or more counterparts, each of which, when taken together, shall constitute one and the same document. A facsimile or portable document format (PDF) signature on this Amendment shall be equivalent to, and have the same force and effect as, an original signature.

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IN WITNESS WHEREOF, Landlord and Tenant have executed this Amendment as of the date and year first above written.