Material Agreement (Form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

On February 17, 2026, VeeaSystems Inc., a Delaware Corporation (the "Borrower") and a wholly owned subsidiary of Veea Inc. (the "Company"), entered into a Loan Agreement (the "Loan Agreement") with Pasadena Private Lending, Inc. (the "Lender"), pursuant to which the Lender has agreed to extend, on the terms provided in the Loan Agreement, a secured term loan facility to the Borrower in an aggregate principal amount of up to $10,550,000. The initial loan amount of $5,500,000 (the "Initial Loan Amount") was borrowed by the Borrower on February 17, 2026 (the "Closing Date") and is evidenced by a promissory note, dated the Closing Date (the "Note"). The Initial Loan Amount matures on the fifth anniversary of the Closing Date and bears interest at a rate per annum equal to the prime rate (subject to a floor of 5.75%) plus an applicable margin of 4.50% (subject to adjustment based on the balance in the Cash Collateral Account defined below). Interest is payable monthly in arrears. Principal is payable in monthly installments of $58,000 commencing March 17, 2027, with any remaining outstanding principal and accrued interest due at maturity. The Borrower intends to use the proceeds of the Loans for general corporate and working capital purposes.

The Borrower has the ability, by written notice to the Lender at any time prior to the one-year anniversary of the Closing Date, to request that the Initial Loan Amount be increased by additional term loans (the "Accordion Term Loans" and collectively with the Initial Loan Amount, the "Loans") in an aggregate principal amount $2,500,000 each, with the total Accordion Term Loans not to exceed $5,000,000. The making of the Accordion Term Loans are subject to the conditions provided in the Loan Agreement; and, once made, will be subject to the same terms and conditions as the Initial Loan Amount, including, without limitation, with respect to interest rate, maturity, guaranties, and security.

Guaranty

The Borrower's obligations under the Loan Agreement are guarantied by (i) the Company pursuant to a Guaranty, dated February 17, 2026 (the "Parent Guaranty"); (ii) Allen Salmasi, Chairman and Chief Executive Officer of the Company, and his spouse, jointly and severally, pursuant to Guaranty, dated February 17, 2026 (the "Personal Guaranty" and together with the Parent Guaranty, the "Guaranties"). Under the Guaranties, the respective guarantors have unconditionally guarantied the full and punctual payment and performance of all obligations of the Borrower under the Loan Agreement.

Security

The Borrower's obligations under the Loan Agreement is secured by first-priority liens in favor of the Lender by (i) a pledge by the Company of 100% of the issued and outstanding equity interests of the Borrower pursuant to a Pledge Agreement, dated February 17, 2026 (the "Parent Pledge Agreement") (ii) a pledge by the Borrower of 100% of the issued and outstanding equity interests of each the Subsidiary Guarantors pursuant to a Pledge Agreement, dated February 17, 2026 (the "Borrower Pledge Agreement" and together with the Parent Pledge Agreement, the "Pledge Agreements"); (iii) a grant by the Borrower of a security interest in substantially all of the Borrower's personal property, including accounts receivable, inventory, equipment, intellectual property, investment property, general intangibles, deposit accounts, and proceeds thereof, pursuant to a Security Agreement, dated February 17, 2026 (the "Borrower Security Agreement" and collectively with the Subsidiary Security Agreements, the "Security Agreements").Further, until such time as the Borrower achieves a Debt Service Coverage Ratio (as defined in the Loan Agreement) of at least 3.0 to 1.0, tested as of the most recently completed fiscal quarter end, the Borrower is required to maintain a minimum aggregate balance (the "Minimum Balance") equal to the greater of (i) $550,000 and (ii) 10% of the then outstanding aggregate principal amount of the Loans, in cash, liquid securities, and marketable securities, in a reserve account (the "Cash Collateral Account"). Borrower is required to enter into an agreement establishing the Cash Collateral Account within 30 days of the Closing Date. The Loans are also guarantied by the domestic subsidiaries of the Borrower and secured by a security interest in the assets of such subsidiary guarantors.