11 - RELATED PARTY TRANSACTIONS

Lease Agreements

On March 1, 2014, Private Veea entered into a sublease agreement with NLabs Inc., an affiliate of the Company’s CEO that held approximately 35% of the Company’s outstanding capital stock at December 31, 2025, for office space for an initial term of five years. In 2018, Private Veea renewed the sublease for an additional five-year term, with all other terms and conditions of the sublease remaining the same. The renewal term expired February 28, 2024, and was subsequently extended to December 31, 2026. Rent for the office space is accrued and not paid in cash. The Company recognized rent expense of approximately $0.1 million for each of the three and nine months ended September 30, 2026 and 2025, which was classified as general and administrative expenses in the Company’s unaudited condensed consolidated statements of operations and comprehensive income (loss). Accrued and unpaid rent expense included in the Company’s unaudited condensed consolidated balance sheets was $1,958,400 as of December 31, 2025. On March 30, 2026 the outstanding accrued rent through such date in the total amount of $2,000,000, was converted into shares of the Company’s newly designated Series A Convertible Preferred Stock, par value $0.0001 per share. As of September 30, 2026, accrued rent was $0.1 million and is included in Related party liabilities on the accompanying unaudited condensed consolidated balance sheet.

In April 2017, Private Veea entered into a lease agreement with 83^rd Street LLC (“83^rd Street”) to lease office space for an initial term of two years. The sole member of 83^rd Street is the Salmasi 2004 Trust. At September 30, 2026, the Salmasi 2004 Trust held approximately 6% of Veea’s outstanding capital stock. Veea’s CEO is the grantor of the Salmasi 2004 Trust. In 2018, Private Veea renewed the lease for an additional five-year term, with all other terms and conditions of the lease remaining the same. The renewal term expired February 28, 2024, and was subsequently extended to December 31, 2026. Rent for the office space is accrued and not paid in cash. The Company recognized rent expense of approximately $0.1 million for each of the three months ended September 30, 2026 and 2025. The Company recognized rent expense of $0.4 million and $0.2 million nine months ended September 30, 2026 and 2025, respectively, which is classified as general and administrative expenses in the Company’s unaudited condensed consolidated statements of operations and comprehensive income (loss). Accrued and unpaid rent expense included in the Company’s unaudited condensed consolidated balance sheets was $2,232,000 as of December 31, 2025. On March 30, 2026 the outstanding accrued rent through such date in the total amount of $2,323,600, was converted into shares of Series A Convertible Preferred stock. As of September 30, 2026, accrued rent was $0.2 million and is included in Related party liabilities on the accompanying unaudited condensed consolidated balance sheet.

Related Party Debt

At the Closing of the Business Combination, outstanding promissory notes evidencing loans made by NLabs to through the Closing (the “Related Party Notes”) in the aggregate amount, including accrued interest, of $15,739,897, were converted into shares of common stock at a price of $100.00 per share, which shares were not considered Existing Veea Shares and were in addition to the shares of common stock issued to holders of Existing Veea Shares.

During the year ended December 31, 2025, NLabs made loans to the Company in the aggregate principal amount of $5,511,000. Interest on the loans accrued at a rate of 10% per annum, calculated on the basis of a 365-day year. The Company satisfied the payment of a portion of the outstanding NLabs 2025 Notes, plus accrued interest, totaling an aggregate amount of $3,239,096, with the issuance of 161,955 shares of common stock with accompanying common warrants issued in the August 2025 Public Offering, based on the offering price of $20.00 per share.

From October 2025 through March 2026, NLabs made additional loans to the Company in the aggregate principal amount of $18,185,000 (collectively, the “NLabs Notes”) evidenced by certain promissory notes. Interest on the promissory notes accrue at a rate of 10% per annum, calculated on the basis of a 365-day year. Principal and accrued interest is payable upon the earlier of on demand and March 31, 2026. On March 30, 2026, $16,876,400 of the outstanding NLabs Notes, together with accrued interest of $406,057, were converted into 168,764 shares of the Company’s newly designated Series A Preferred Stock. In connection with the conversion transaction, the remaining outstanding NLabs Note were amended to adjust the face amount of each such note to give effect to an additional discount of 13.04% and (ii) provide for the issuance of warrants to purchase 1,677,574 shares of common stock at an exercise price of $10.06 per share.

Further, on March 30, 2026, the Company entered into separate conversion agreements with each of NLabs and 83^rd Street pursuant to which $2,000,000 of the accrued rent owed to it in respect of the 164 East 83rd Street office lease into 20,000 shares of Series A Preferred and 83^rd Street agreed to convert $2,323,600 of the accrued rent owed to it in respect of the 166 East 83rd Street office lease into 23,236 shares of Series A Convertible Preferred Stock., par value $0.0001 per share, of the Company (the “Series A Preferred Stock”) at an initial stated value of $100.00 per share. Each share of Series A Preferred Stock is convertible into 9.94 shares of common stock, and the shares of Series A Preferred Stock issued pursuant to the Note Conversion Agreement are convertible into up to 666,598 shares of common stock. Under the terms of the conversion agreements, NLabs and 83^rd Street are each entitled to certain registration rights with respect to the shares of common stock issuable upon conversion of the Series A Preferred Stock.

In connection with the issuance of the shares of Series A Preferred Stock, on March 30, 2026, the Company filed a Certificate of Designation of Series A Convertible Preferred Stock (the “Series A Certificate of Designation”) with the Secretary of State of the State of Delaware to designate Series A Convertible Preferred Stock. Each share of Series A Preferred Stock is entitled to vote on an as converted basis along with the common stock, and holders of Series A Preferred Stock are entitled to receive dividends that are economically equivalent to any dividends declared with respect to the common stock. Each share of Series A Preferred Stock is convertible into common stock at the option of NLabs pursuant to the Series A Certificate of Designation.

Further, on June 25, 2026, the Company entered into a Note Conversion Agreement (the “Note Conversion Agreement”) with NLabs, pursuant to which the principal and accrued interest under certain promissory notes evidencing loans made by NLabs to the Company having an aggregate of $4,132,910 in principal and accrued interest were exchanged into (i) 41,329 shares of Series A-1 Preferred Stock, par value $0.0001 per share, of the Company (the “Series A-1 Preferred Stock”) at an initial stated value of $100.00 per share, and common warrants to purchase up to 666,598 shares of the common stock at an exercise price of $6.20 per share, which common warrants are first exercisable on January 1, 2027, and may be exercised until June 25, 2031. Each share of Series A-1 Preferred Stock is convertible into 16 shares of common stock, and the shares of Series A-1 Preferred Stock issued pursuant to the Note Conversion Agreement are convertible into up to 666,598 shares of common stock.

On November 9, 2026, NLabs made unsecured loans to the Company in the principal amounts of $400,000 and $200,000, evidenced by Demand Promissory Notes (the “November 2026 NLabs Notes”). Interest on the November 2026 NLabs Notes accrues and is payable at maturity at an annual rate equal to 10%, calculated on the basis of a 365-day year and the actual days elapsed. The November 2026 NLabs Notes and accrued interest thereon are payable upon the earlier of December 31, 2026 and demand by NLabs. The Company may prepay the notes, in whole or in part, without penalty at any time. The proceeds of the notes will be used for working capital purposes.

Under the terms of the Note Conversion Agreement, NLabs is entitled to certain registration rights with respect to the shares of common stock issuable upon conversion of the Series A-1 Preferred Stock.

The foregoing summaries of the Note Conversion Agreement and common warrant are not complete and are qualified in their entirety by reference to the full text of the Note Conversion Agreement and common warrant.

In connection with the issuance of the shares of Series A-1 Preferred Stock, on June 25, 2026, the Company filed a Certificate of Designation of Series A-1 Convertible Preferred Stock (the “Series A-1 Certificate of Designation”) with the Secretary of State of the State of Delaware to designate Series A-1 Convertible Preferred Stock. Each share of Series A-1 Preferred Stock is entitled to vote on an as converted basis along with the common stock, and holders of Series A-1 Preferred Stock are entitled to receive dividends that are economically equivalent to any dividends declared with respect to the common stock. Each share of Series A-1 Preferred Stock is convertible into common stock at the option of NLabs pursuant to the Series A-1 Certificate of Designation.

During the three months ended September 30, 2026, the Company entered into additional unsecured demand promissory notes with NLabs Inc., a related party, as part of a broader series of related-party financing arrangements entered into during 2026. As of September 30, 2026, the aggregate outstanding principal balance of these notes was approximately $3.4 million, excluding accrued interest. The notes bear interest at a simple annual rate of 10%, calculated on the basis of a 365-day year and actual days elapsed, are unsecured, payable on demand by the holder and, absent demand, mature on December 31, 2026. The notes may be prepaid by the Company at any time without penalty and do not contain conversion features, warrant coverage or other rights to acquire the Company’s equity securities.