Form 8-K

8-K — VEEA INC.

Accession: 0001213900-26-038861

Filed: 2026-04-02

Period: 2026-03-30

CIK: 0001840317

SIC: 7373 (SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN)

Item: Entry into a Material Definitive Agreement

Item: Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing

Item: Unregistered Sales of Equity Securities

Item: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

Item: Financial Statements and Exhibits

Documents

8-K — ea0284040-8k_veea.htm (Primary)

EX-3.2 — CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK (ea028404001ex3-2.htm)

EX-4.1 — FORM OF COMMON WARRANT (ea028404001ex4-1.htm)

EX-10.1 — NOTE CONVERSION AGREEMENT, DATED MARCH 30, 2026, BY AND BETWEEN THE COMPANY AND NLABS INC (ea028404001ex10-1.htm)

EX-10.2 — CONVERSION AGREEMENT, DATED MARCH 30, 2026, BY AND AMONG THE COMPANY, NLABS INC., AND 83RD STREET LLC (ea028404001ex10-2.htm)

EX-10.3 — FIRST AMENDATORY AGREEMENT TO DEMAND NOTES, DATED MARCH 30, 2026, BY AND BETWEEN THE COMPANY AND NLABS INC (ea028404001ex10-3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

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2026-03-30

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

April 2, 2026 (March 30, 2026)

Veea Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-40218

98-1577353

(State or other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

164 E. 83rd Street

New York, NY 10028

(212) 535-6050

(Address and telephone number, including area code,

of registrant’s principal executive offices)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b)

of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common stock, par value $0.0001 per share

VEEA

The Nasdaq Stock Market LLC

Warrants, each whole warrant exercisable for one share of common stock at an exercise price of $11.50 per share

VEEAW

The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material

Definitive Agreement.

Note Conversion Agreement

On March 30, 2026, Veea Inc., a Delaware corporation

(the “Company”), entered into a Note Conversion Agreement (the “Note Conversion Agreement”) with

NLabs Inc. (“NLabs”), a Delaware corporation and an affiliate of Allen Salmasi, the Chief Executive Officer and Chairman

of the board of directors of the Company, pursuant to which NLabs agreed that the principal and accrued interest under certain promissory

notes evidencing loans made by NLabs to the Company (the “Demand Notes”) shall convert into shares of Series A preferred

stock, par value $0.0001 per share, of the Company (the “Preferred Stock”) at a per share value of $100.00 (the “Per

Share Price”) as soon as practicable thereafter but no later than one business day following the execution of the Note Conversion

Agreement. On March 30, 2026, the Demand Notes having an aggregate of $16,876,400 in principal and accrued interest were converted into

168,764 shares of Preferred Stock.

Under the terms of the Note Conversion Agreement,

NLabs is entitled to certain registration rights with respect to the shares of common stock, par value $0.0001 per share, of the Company

(the “Common Stock”) issuable upon conversion of the Preferred Stock.

The foregoing summary of the Note Conversion Agreement

is not complete and is qualified in its entirety by reference to the full text of the Note Conversion Agreement, a copy of which is attached

hereto as Exhibit 10.1 and is incorporated herein by reference.

In connection with the issuance of the shares of Preferred

Stock, on March 30, 2026, the Company filed a Certificate of Designation of Series A Convertible Preferred Stock (the “Certificate

of Designation”) with the Secretary of State of the State of Delaware to designate Series A Convertible Preferred Stock. Each

share of Preferred Stock is entitled to vote on an as converted basis along with the Common Stock, and holders of Preferred Stock are

entitled to receive dividends that are economically equivalent to any dividends declared with respect to the Common Stock Each share

of Preferred Stock is convertible into Common Stock at the option of NLabs in an amount equal to the Per Share Price (as adjusted for

certain stock splits) divided by $0.503. The foregoing is only a brief description of the material terms of the Certificate of Designation

and does not purport to be a complete description of the rights and obligations thereunder. Such description is qualified in its entirety

by reference to the Certificate of Designation, which is attached to this Current Report on Form 8-K as Exhibit 3.2 and incorporated

by reference herein.

Conversion Agreement

On March 30, 2026, the Company, entered into a Conversion Agreement

(the “Conversion Agreement”) with VeeaSystems Inc., a Delaware corporation (“VeeaSystems”), NLabs,

and (iii) 83rd Street LLC, a Delaware limited liability company (“83rd Street”), pursuant

to which (i) NLabs agreed that base rent and common area maintenance charges under that certain Sublease Agreement, dated as of March

1, 2014, covering a portion of the premises located at 164 E 83rd Street (as amended through the date hereof, the “Sublease”)

in the aggregate amount of $2,000,000 (the “164 Rent”) that remained unpaid to NLabs as of the date thereof and (ii)

83rd Street that base rent under that certain Lease Agreement, dated as of April 1, 2017, covering the entirety of the premises

located at 166 E 83rd Street (as amended through the date hereof, the “Lease”) in the aggregate amount of $2,323,600

(the “166 Rent”) that remained unpaid to 83rd Street as of the date thereof, in each case, shall convert into shares

of Preferred Stock at the Per Share Price as soon as practicable thereafter but no later than one business day following the execution

of the Conversion Agreement. On March 30, 2026, the Rent and Fees having an aggregate of $4,323,600 were converted into 43,236 shares

of Preferred Stock.

The conversion of the Demand Notes, 164 Rent and 166 Rent was completed in connection with the Company’s application to transfer

its listing to The Nasdaq Capital Market (as further described in Item 3.01 below), to ensure the Company’s compliance with the

listing requirements of The Nasdaq Capital Market.

The foregoing summary of the Conversion Agreement

is not complete and is qualified in its entirety by reference to the full text of the Conversion Agreement, a copy of which is attached

hereto as Exhibit 10.2 and is incorporated herein by reference.

Upon the conversion of the Demand Notes, the 164 Rent

and the 166 Rent to shares of Preferred Stock, the Company will have at least $5,000,000 in its stockholders’ equity.

First Amendatory Agreement to the Demand

Notes

On March 30, 2026, in connection with the execution

of the Note Conversion Agreement and in consideration of NLabs’s entering into the Note Conversion Agreement, the Company and NLabs

entered into the No. 1 Amendatory Agreement to the Demand Notes (the “Note Amendment Agreement”), pursuant to which

(i) the face amount of each Demand Note was amended to adjust such face amount to equal the “Adjusted Face Amount” of such

Demand Note reflected on Schedule I thereof and (ii) the Company shall issue to NLabs a warrant to purchase 33,551,486 shares of the Common

Stock at an exercise price of $0.503 per share (the “Common Warrant”).

The foregoing summaries of the Note Amendment

Agreement and Common Warrant are not complete and are qualified in their entirety by reference to the full text of the Note Amendment

Agreement and Warrant, copies of which are attached hereto as Exhibits 10.3 and 4.1 and are incorporated herein by reference.

Item 3.01 Notice of Delisting or Failure

to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

As previously disclosed, on September 29, 2025,

the Company received a notice from Nasdaq Listing Qualifications department (the “Nasdaq Staff”) notifying the Company

that, (i) based on the market value of publicly held shares for the previous 30 consecutive business days, the listing of the Company’s

listed securities was not in compliance with Nasdaq Listing Rule 5450(b)(2)(C) to maintain a minimum market value of publicly held shares

of $15,000,000 (the “MVPHS Rule”); (ii) for at least 30 consecutive business days, the Company’s Market Value

of Listed Securities (“MVLS”) was below the $50 million minimum requirement for continued inclusion on The Nasdaq Global

Market pursuant to Nasdaq Listing Rule 5450(b)(2)(A) (the “MVLS Requirement”); and (iii) because the closing bid price

for the Common Stock has fallen below $1.00 per share for 30 consecutive business days, the Company no longer complies with the minimum

bid price requirement for continued listing on the Nasdaq Global Market under Nasdaq Lising Rule 5550(a)(2) (the “Minimum Bid

Price Requirement”).

Pursuant to Nasdaq Listing Rule 5810(c)(3)(A),

the Company has been provided an initial compliance period of 180 calendar days, or until March 30, 2026, to regain compliance with the

Minimum Bid Price Requirement, subject to extension. Pursuant to Nasdaq Listing Rule 5810(c)(3)(D), the Company has been provided a period

of 180 calendar days, or until March 30, 2026, to regain compliance with the MVPHS Rule. Pursuant to Nasdaq Listing Rule 5810(c)(3)(C),

the Company has been provided a period of 180 calendar days, or until March 30, 2026, to regain compliance with the MVLS Requirement.

In response, on March 27, 2026, the Company submitted

an application to transfer the listing of its listed securities from The Nasdaq Global Market to The Nasdaq Capital Market. In connection with the submission to transfer the Company’s listing, the Company has requested a second period of 180 calendar days,

or until September 30, 2026, to regain compliance with the Minimum Bid Price Requirement for continued listing.

The transfer of the Company’s listing to

The Nasdaq Capital Market is not expected to have any immediate effect on trading in shares of Common Stock and publicly traded warrants

(the “Public Warrants”). The Common Stock and Public Warrants will continue to trade uninterruptedly under the symbol

“VEEA” and “VEEAW”, respectively. The Nasdaq Capital Market operates in substantially the same manner as The Nasdaq

Global Market, and companies on The Nasdaq Capital Market must meet certain financial and corporate governance requirements to qualify

for continued listing.

Item 3.02. Unregistered Sale of Equity Securities

The information contained above under Item 1.01, to

the extent applicable, is hereby incorporated by reference herein. Based in part upon the representations of NLabs in each of the Note

Conversion Agreement and Conversion Agreement, the issuance of the shares of Preferred Stock pursuant to the Note Conversion Agreement

and Conversion Agreement and the issuance of the Common Warrant to NLabs were made in transactions exempt for registration in reliance

on the exemption afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and

corresponding provisions of state securities or “blue sky” laws.

None of the securities have been registered under

the Securities Act or any state securities laws and may not be offered or sold in the United States absent registration with the U.S.

Securities and Exchange Commission or an applicable exemption from the registration requirements. Neither this Current Report on Form

8-K nor any exhibit attached hereto is an offer to sell or the solicitation of an offer to buy shares of Common Stock or other securities

of the Company.

Item 5.03 Amendments to Articles of Incorporation

or Bylaws; Change in Fiscal Year.

To the extent required by Item 5.03 of Form 8-K,

the information contained in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Document

3.1

Amended and Restated Certificate of Incorporation of the Company (incorporation by reference to Exhibit 3.1 of the Form 8-K filed with the Commission on September 24, 2024)

3.2*

Certificate of Designation of Series A Convertible Preferred Stock

4.1*

Form of Common Warrant

10.1*

Note Conversion Agreement, dated March 30, 2026, by and between the Company and NLabs Inc.

10.2*

Conversion Agreement, dated March 30, 2026, by and among the Company, NLabs Inc., and 83rd Street LLC.

10.3*

First Amendatory Agreement to Demand Notes, dated March 30, 2026, by and between the Company and NLabs Inc.

104*

Cover Page Interactive Data File (embedded within the Inline XBRL document).

Filed herewith.

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Veea Inc.

Date: April 2, 2026

By:

/s/ Allen Salmasi

Name:

Allen Salmasi

Title:

Chief Executive Officer

EX-3.2 — CERTIFICATE OF DESIGNATION OF SERIES A CONVERTIBLE PREFERRED STOCK

EX-3.2

Filename: ea028404001ex3-2.htm · Sequence: 2

Exhibit 3.2

CERTIFICATE OF DESIGNATIONS OF PREFERENCES

AND RIGHTS OF

SERIES A CONVERTIBLE PREFERRED STOCK

Veea Inc.

a Delaware corporation

Pursuant to Section 151 of

the General Corporation Law of the State of Delaware, Veea Inc. (the “Corporation”), a corporation organized and existing

under the laws of the State of Delaware, does hereby file this Certificate of Designations of Preferences and Rights of Series A Convertible

Preferred Stock and DOES HEREBY CERTIFY that pursuant to the authority contained in the Corporation’s Certificate of Incorporation,

and pursuant to Section 151 of the General Corporation Law of the State of Delaware and in accordance with the provisions of the resolution

creating a series of the class of the Corporation’s authorized Preferred Stock designated as Series A Preferred Stock, as follows:

FIRST: The Certificate of

Incorporation of the Corporation authorizes the issuance by the Corporation of 550,000,000 shares of common stock, $0.0001 par value

per share (the “Common Stock”) and 1,000,000 shares of preferred stock, par value $0.0001 per share (the “Preferred

Stock”), and, further, authorizes the Board of Directors of the Corporation, to provide out of the unissued shares of the Preferred

Stock for one or more series of Preferred Stock and to establish from time to time the number of shares to be included in each such series

and to fix the voting rights, if any, designations, powers, preferences and relative, participating, optional, special and other rights,

if any, of each such series and any qualifications, limitations and restrictions thereof, including without limitation thereof, dividend

rights, conversion rights, redemption privileges and liquidation preferences, as shall be stated and expressed in the resolution or resolutions

adopted by the Board of Directors providing for the issuance of such shares and as may be permitted by the Delaware General Corporation

law.

SECOND: By unanimous written

consent of the Board of Directors of the Corporation dated March 30, 2026, the Board of Directors designated Two-Hundred Twelve Thousand

(212,000) shares of the Preferred Stock as Series A Convertible Preferred Stock, par value $0.0001 per share, pursuant to a resolution

providing that a series of preferred stock of the Corporation be and hereby is created, and that the designation and number of shares

thereof and the voting and other powers, preferences and relative, participating, optional or other rights of the shares of such series

and the qualifications, limitations and restrictions thereof are as follows:

SERIES A CONVERTIBLE PREFERRED STOCK

Section 1 Powers

and Rights of Series A Convertible Preferred Stock. There is hereby designated a class of Preferred Stock of the Corporation as the

Series A Convertible Preferred Stock, par value $0.0001 per share, of the Corporation (the “Series A Preferred Stock”). The

number of shares, powers, terms, conditions, designations, preferences and privileges, relative, participating, optional and other special

rights, and qualifications, limitations and restrictions, if any, of the Series A Preferred Stock shall be as set forth in this Certificate

of Designations of Preferences and Rights of Series A Convertible Preferred Stock (this “Certificate of Designations”). For

purposes hereon, a holder of a share or shares of Series A Preferred Stock, with respect to their rights as related to the Series A Preferred

Stock, shall be referred to as a “Series A Holder”.

Section 2. Number;

Stated Value. The number of authorized shares of Series A Preferred Stock is Two-Hundred Twelve Thousand (212,000). Each share of

Series A Preferred Stock shall have initially have an initial stated value of $100.00 (the “Stated Value”). The Stated Value

shall be subject to appropriate adjustment in the event of any stock split, combination or other similar recapitalization with respect

to the Series A Preferred Stock occurring following the date of filing of this Certificate of Designations with the Secretary of State

of the State of Delaware.

Section 3. Dividends

and Distributions. Except for stock dividends or distributions for which adjustments are to be made pursuant to Section 4, Holders

shall be entitled to receive, and the Corporation shall pay, dividends on shares of Preferred Stock equal (on an as-if-converted-to-common

stock, par value $0.0001 per share (the “Common Stock”)) basis, disregarding for such purpose any conversion limitations

hereunder) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on

shares of the Common Stock. No other dividends shall be paid on shares of Preferred Stock. The Corporation shall not pay any dividends

on the Common Stock unless the Corporation simultaneously complies with this provision.

Section 4. Conversion.

(a)

General

Provisions. Each share of Series A Preferred Stock shall be convertible into such number of shares of Common Stock determined

by dividing the Stated Value of such share of Preferred Stock by $0.503 (the “Conversion Price”

(such shares of Common Stock being referred to as the “Conversion Shares”)).

(b)

Optional

Conversion.

(i)

Subject to the other terms and conditions

herein, a Series A Holder shall have the right from time to time, and at any time following the issuance of the applicable Series A Preferred

Stock to convert each outstanding share of Series A Preferred Stock held by such Series A Holder into Conversion Shares as set forth

herein (each, a “Conversion”).

(ii)

Each share of Series A Preferred Stock

converted in a Conversion shall be convertible into 198 Conversion Shares.

(iii)

A Series A Holder shall elect a Conversion

by delivering to the Corporation a notice of conversion in the form as attached hereto as Exhibit A (the “Notice of Conversion”).

Together with the Notice of Conversion, the Series A Holder shall surrender any certificate or certificates for the Series A Preferred

Stock being converted, duly endorsed. The calculation of Conversion Shares to be issued as set forth in the Notice of Conversion shall

be subject to confirmation and approval of the Corporation. The Corporation shall, three Business Days of receipt of a Notice of Conversion,

issue to the applicable Series A Holder the number of Conversion Shares to which such Series A Holder shall be entitled. A Conversion

shall be deemed to have been effected on the date the Notice of Conversion is submitted to the Corporation if delivered by facsimile,

e-mail or other reasonable means of communication dispatched prior to 6:00 p.m., Eastern time, and provided that if the Notice of Conversion

is not delivered by such time then the Conversion Date shall be the next Business Day (as applicable, the “Conversion Date”)

and the Notice of Conversion shall be deemed automatically updated accordingly.

(c)

Concerning

the Conversion Shares. The shares of Common Stock issuable upon conversion of the Series A Preferred Stock may not be sold or

transferred unless: (i) such shares of Common Stock are sold pursuant to an effective registration statement under the Securities

Act of 1933, as amended (together with the rules and regulations thereunder, the “Securities Act”) or (ii) the Corporation

and its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope

customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold

or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or

(iii) such shares of Common Stock are transferred to an “affiliate” (as defined in Rule 144) of the applicable Series

A Holder who agrees to sell or otherwise transfer the shares only in accordance with this section and who is an accredited investor

(as defined in Rule 501 under Regulation D promulgated pursuant to the Securities Act). Any restrictive legend on any certificates

representing shares of Common Stock issuable upon conversion of the Series A Preferred Stock shall be removed and the Corporation

shall issue to the applicable Series A Holder a new certificate therefore free of any transfer legend if the Corporation or its transfer

agent shall have received an opinion of counsel from applicable Series A Holder’s counsel, in form, substance and scope customary

for opinions of counsel in comparable transactions, to the effect that (i) a public sale or transfer of such Common Stock may be

made without registration under the Securities Act, which opinion shall be accepted by the Corporation so that the sale or transfer

is effected; or (ii) in the case of the Common Stock issuable upon conversion of the Series A Preferred Stock such security is registered

for sale by the applicable Series A Holder under an effective registration statement filed under the Securities Act; or otherwise

may be sold pursuant to an exemption from registration.

(d)

Adjustment. If the Corporation,

at any time while this Series A Preferred Stock is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions

payable in shares of Common Stock on shares of Common Stock or any other Common Stock Equivalents (which, for avoidance of doubt, shall

not include any shares of Common Stock issued by the Corporation upon conversion of, or payment of a dividend on, this Series A Preferred

Stock), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse

stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues, in the event of a reclassification of

shares of the Common Stock, any shares of capital stock of the Corporation, then the Conversion Price shall be multiplied by a fraction

of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Corporation) outstanding immediately

before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event.

Any adjustment made pursuant to this Section 4(d) shall become effective immediately after the record date for the determination of stockholders

entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision,

combination or re classification.

During such time as this Series A Preferred

Stock is outstanding, if the Corporation declares or makes any dividend or other distribution of its assets (or rights to acquire

its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including, without limitation, any distribution

of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement,

scheme of arrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Series

A Preferred Stock, then, in each such case, the applicable Series A Holder shall be entitled to participate in such Distribution

to the same extent that the applicable Series A Holder would have participated therein if the applicable Series A Holder had held

the number of shares of Common Stock acquirable upon complete conversion of this Series A Preferred Stock immediately before the

date of which a record is taken for such Distribution, or, if no such record is taken, the date as of which the record holders of

shares of Common Stock are to be determined for the participation in such Distribution.

During such time as this Series A Preferred

Stock is outstanding, if the Common Stock is converted into another class of securities of the Corporation or any successor entity

to the Corporation, whether by way of merger, reorganization, re-incorporation or otherwise (the “Replacement Securities”),

any reference herein to the Common Stock (whether standing alone or as part of another defined term herein) automatically upon the

consummation of the applicable transaction shall be deemed a reference to such Replacement Securities. In the event that the Corporation

completes a share exchange with another entity wherein all of the issued and outstanding shares of Common Stock are exchanged for

equity interests in the other entity (the “Exchanged Securities”), any reference herein to the Common Stock (whether

standing alone or as part of another defined term herein) automatically upon the consummation of the applicable transaction shall

be deemed a reference to such Exchanged Securities.

The adjustments in this ‎Section 4(d)

shall be undertaken each time any such event occurs.

(e)

Reservation

of Shares. The Corporation covenants that during the period the Conversion right exists, the Corporation will reserve from its

authorized and unissued Common Stock a number of shares of Common Stock equal to at least 100% of the number of Conversion Shares

then issuable on conversion of all shares of Series A Preferred Stock.

(f)

Trading

Market Regulation. The Corporation shall not issue any shares of Common Stock upon conversion of any Series A Preferred Stock

or otherwise pursuant to the terms of this Certificate of Designations if the issuance of such shares of Common Stock would exceed

the aggregate number of shares of Common Stock which the Corporation may issue without breaching the Corporation’s obligations

under the rules or regulations of the Trading Market (the number of shares which may be issued without violating such rules and regulations,

the “Exchange Cap”), except that such limitation shall not apply in the event that the Corporation (A) obtains the approval

of its stockholders as required by the applicable rules of the Trading Market (or, if the Trading Market is not the principal trading

market for such security, then on the principal securities exchange or securities market on which such security is then traded) for

issuances of shares of Common Stock in excess of such amount (the “Stockholder Approval”) or (B) obtains a written opinion

from outside counsel to the Corporation that such approval is not required, which opinion shall be reasonably satisfactory to the

Series A Holders. Until such approval or such written opinion is obtained, no Series A Holder shall be issued any shares of Common

Stock upon Conversion of any shares of Series A Preferred Stock, and no Series A Holder shall have a right to convert any shares

of Series A Preferred Stock, if and to the extent that the aggregate number of shares of Common Stock previously issued upon and

such additional shares of Common Stock that would be issuable upon such Conversion or otherwise pursuant to the terms of this Certificate

of Designations or any other securities of the Corporation included in such calculation would exceed the Exchange Cap. For the avoidance

of doubt, the intent of this ‎Section 4(f) is that the maximum number of shares of Common Stock issuable upon Conversion of all

shares of Series A Preferred Stock which have been issued at any time shall be limited to the Exchange Cap less the number of shares

of Common Stock issuable pursuant to any other securities of the Corporation included in such calculation, unless one of the conditions

in clause (A) or clause (B) of the first sentence of this ‎Section 4(f) have been satisfied, and this ‎Section 4(f) shall

operate as required to effect such intent. In the event that any Series A Holder shall sell or otherwise transfer any of such Purchaser’s

Series A Preferred Stock, the transferee shall be allocated a pro rata portion of such Series A Holder’s Exchange Cap allocation

with respect to such portion of such Series A Preferred Stock so transferred, and the restrictions of the prior sentence shall apply

to such transferee with respect to the portion of the Exchange Cap so allocated to such transferee.

(h)

Additional

Provisions.

(i)

No fractional shares or scrip representing

fractional shares of Common Stock shall be issued upon the Conversion of the Series A Preferred Stock. As to any fraction of a share

of Common Stock which the Series A Holder would otherwise be entitled to acquire upon such Conversion, the Corporation shall at its

election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the fair

market value of a share of Common Stock as determined in good faith by the Board, or round up to the next whole share of Common

Stock.

(ii)

The issuance of Conversion Shares on

conversion of Series A Preferred Stock shall be made without charge to any Series A Holder for any documentary stamp or similar

taxes that may be payable in respect of the issue or delivery of such Conversion Shares, provided that the Corporation shall not be

required to pay any tax that may be payable in respect of any transfer involved in the issuance and delivery of any such Conversion

Shares upon conversion in a name other than that of the Series A Holders of such shares of Series A Preferred Stock and the

Corporation shall not be required to issue or deliver such Conversion Shares unless or until the Person (as defined below) or

Persons requesting the issuance thereof shall have paid to the Corporation the amount of such tax or shall have established to the

satisfaction of the Corporation that such tax has been paid. For purposes hereof, “Person” means an individual or

corporation, partnership, trust, incorporated or unincorporated association, joint venture, limited liability company, joint stock

company, government (or an agency or subdivision thereof) or other entity of any kind.

(iii)

No dividends or distributions on shares of

Series A Preferred Stock shall be authorized by the Board, or paid or set apart for payment by the Corporation at any time when the

terms and provisions of any agreement of the Corporation, including any agreement relating to any indebtedness of the Corporation

prohibit the authorization, payment or setting apart for payment thereof or provide that the authorization, payment or setting apart

for payment thereof would constitute a breach of the agreement or a default under the agreement, or if the authorization, payment or

setting apart for payment shall be restricted or prohibited by law or rules of any securities exchange or trading market on which

the securities of the Corporation are listed or traded.

Section 5. Liquidation,

Dissolution or Winding Up.

(a)

Payments

to Holders of Series A Preferred Stock. In the event of any voluntary or involuntary liquidation, dissolution or winding up of

the Corporation or Deemed Liquidation Event (as defined below), each issued and outstanding share of Series A Preferred Stock shall

be entitled to be paid out of the assets of the Corporation available for distribution to its stockholders before any payment shall

be made to the holders of Common Stock by reason of their ownership thereof, an amount per share of Series A Preferred Stock equal

to the Stated Value plus then-accrued and unpaid Series A Dividends (the “Series A Preferred Liquidation Amount”), which

Series A Preferred Liquidation Amount shall rank pari passu with, and payable to the same extent of the liquidation preference payable

on any other class or series of the Preferred Stock, whether in existence as of the date of filing of this Certificate of Designations

or later created and designated (the “Other Preferred Stock”), which specifies in its certificate of designations that

it ranks pari passu with the Series A Preferred Stock with respect thereto. If upon any such liquidation, dissolution or winding

up of the Corporation or Deemed Liquidation Event, the assets of the Corporation available for distribution to its stockholders shall

be insufficient to pay the full Series A Preferred Liquidation Amount and the full liquidation preference payable on any Other Preferred

Stock (the “Other Preferred Stock Preferred Liquidation Amount”), the Series A Holders with respect to their issued and

outstanding shares of Series A Preferred Stock, and the holders of shares of Other Preferred Stock (the “Other Preferred Stock

Holders”) with respect to their issued and outstanding shares of Other Preferred Stock, shall share ratably in any distribution

of the assets available for distribution in proportion to the respective amounts of Series A Preferred Liquidation Amount and Other

Preferred Stock Preferred Liquidation Amount which would otherwise be payable in respect of the shares of Series A Preferred Stock

held by the Series A Holders and Other Preferred Stock held by the Other Preferred Stock Holders upon such distribution if all amounts

payable on or with respect to such shares were paid in full. Following the payment of the Series A Preferred Liquidation Amount,

if there are any remaining assets of the Corporation available for distribution to its stockholders, the Series A Preferred Stock

shall not participate in such distributions, as set forth in ‎Section 3(b).

(b)

Deemed

Liquidation Events.

(i)

Definition.

Each of the following events shall be considered a “Deemed Liquidation Event”:

(A)

a merger

or consolidation in which the Corporation is a constituent party and in which the stockholders of the Corporation immediately prior

to such merger or consolidation do not continue to hold a majority of the voting power of the Corporation or any successor entity

following such merger or consolidation; or

(B)

the sale,

lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the Corporation

or any subsidiary of the Corporation of all or substantially all the assets of the Corporation and its subsidiaries taken as a whole,

or the sale or disposition (whether by merger, consolidation or otherwise) of one or more subsidiaries of the Corporation if substantially

all of the assets of the Corporation and its subsidiaries taken as a whole are held by such subsidiary or subsidiaries, except where

such sale, lease, transfer, exclusive license or other disposition is to a wholly owned subsidiary of the Corporation.

The Corporation shall not have the power to effect a Deemed Liquidation Event referred to in ‎Section 5(b)(i)(A) unless the agreement

or plan of merger or consolidation for such transaction (the “Merger Agreement’) provides that the consideration payable

to the Series A Preferred Stock shall be allocated in accordance with ‎Section 5(a).

(d) Amount Deemed Paid or Distributed. The amount deemed

paid or distributed to the Series A Holders upon any such merger, consolidation, sale, transfer, exclusive license, other disposition

or redemption shall be the cash or the value of the property, rights or securities paid or distributed to such Series A Holders by the

Corporation or the acquiring person, firm or other entity. The value of such property, right or securities shall be determined in good

faith by the Board.

(e) Allocation of Escrow and Contingent Consideration.

In the event of a Deemed Liquidation Event pursuant to ‎Section 5(b)(i)(A), if any portion of the consideration payable to the Series

A Holders of the Corporation is payable only upon satisfaction of contingencies (the “Additional Consideration”), the Merger

Agreement shall provide that (a) the portion of such consideration that is not Additional Consideration (such portion, the ‘‘Initial

Consideration”) shall be allocated among the Series A Holders in accordance with ‎Section 5(a) as if the Initial Consideration

were the only consideration payable in connection with such Deemed Liquidation Event; and (b) any Additional Consideration which becomes

payable to the Series A Holders upon satisfaction of such contingencies shall be allocated among the Series A Holders in accordance with

‎Section 5(a) after taking into account the previous payment of the Initial Consideration as part of the same transaction.

Section 6.   Voting Rights. Except as otherwise

provided by applicable law and in addition to any voting rights provided by law, the holders of outstanding shares of the Series A Preferred

Stock:

(i) shall be entitled to vote together with the holders of the

Common Stock as a single class on all matters submitted for a vote of holders of Common Stock;

(ii) shall have such other voting rights as are specified in the

Certificate of Incorporation or as otherwise provided by Delaware law; and

(iii) shall be entitled to receive notice of any stockholders'

meeting in accordance with the Certificate of Incorporation and By-laws of the Corporation.

For purposes of the voting rights set forth in

this Section 6, each share of Series A Preferred Stock shall entitle the holder thereof to cast one vote for each whole vote that such

holder would be entitled to cast had such holder converted its Series A Preferred Stock into shares of Common Stock as of the date immediately

prior to the record date for determining the stockholders of the Corporation eligible to vote on any such matter.

Section 7. Amendment

and Protective Provisions. The Corporation may not, and shall not, amend or repeal this Certificate of Designations without the prior

written consent or approval of Series A Holders holding a majority of the Series A Preferred Stock then issued and outstanding, voting

separately as a single class, in person or by proxy, either in writing without a meeting or at an annual or a special meeting of such

Series A Holders, or in a written consent executed by Series A Holders holding a majority of the issued and outstanding shares of Series

A Preferred Stock, and any such act or transaction entered into without such vote or consent shall be null and void ab initio,

and of no force or effect.

Section 8. Miscellaneous.

(a) Legend. Any certificates representing the Series A

Preferred Stock shall bear a restrictive legend in substantially the following form (and a stop transfer order may be placed against

transfer of such stock certificates):

THE SECURITIES REPRESENTED BY THIS

CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR REGISTERED NOR QUALIFIED UNDER ANY STATE SECURITIES

LAWS. SUCH SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED, OR HYPOTHECATED UNLESS QUALIFIED

AND REGISTERED UNDER APPLICABLE STATE AND FEDERAL SECURITIES LAWS OR UNLESS, IN THE OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE

COMPANY, SUCH QUALIFICATION AND REGISTRATION IS NOT REQUIRED. ANY TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE IS FURTHER

SUBJECT TO OTHER RESTRICTIONS, TERMS AND CONDITIONS WHICH ARE SET FORTH HEREIN.

(b)

Lost

or Mutilated Series A Preferred Stock Certificate. If the certificate for the Series A Preferred Stock held by the Series A Holder

thereof shall be mutilated, lost, stolen or destroyed, the Corporation shall execute and deliver, in exchange and substitution for

and upon cancellation of a mutilated certificate, or in lieu of or in substitution for a lost, stolen or destroyed certificate, a

new certificate for the share of Series A Preferred Stock so mutilated, lost, stolen or destroyed but only upon receipt of evidence

of such loss, theft or destruction of such certificate, and of the ownership hereof, and indemnity, if requested, all reasonably

satisfactory to the Corporation.

(c)

Registration Rights. Unless otherwise set forth in a written agreement between the Corporation and any applicable Series A Holder(s),

the Series A Holders shall not have the right to require the Corporation to register any shares of Series A Preferred Stock or any

Conversion Shares for sale pursuant to the securities laws of the United States.

(d)

Interpretation.

If a Series A Holder shall commence an action or proceeding to enforce any provisions of this Certificate of Designations, then the

prevailing party in such action or proceeding shall be reimbursed by the other party for its attorney’s fees and other costs

and expenses incurred with the investigation, preparation and prosecution of such action or proceeding.

(e)

Waiver.

Any waiver by the Corporation or the Series A Holder of a breach of any provision of this Certificate of Designations shall not operate

as or be construed to be a waiver of any other breach of such provision or of any breach of any other provision of this Certificate

of Designations. The failure of the Corporation or the Series A Holder to insist upon strict adherence to any term of this Certificate

of Designations on one or more occasions shall not be considered a waiver or deprive that party of the right thereafter to insist

upon strict adherence to that term or any other term of this Certificate of Designations. Any waiver must be in writing.

Section 9. Severability.

If any provision of this Certificate of Designations is invalid, illegal or unenforceable, the balance of this Certificate of Designations

shall remain in effect, and if any provision is inapplicable to any person or circumstance, it shall nevertheless remain applicable to

all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder violates applicable

laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate

of interest.

IN WITNESS WHEREOF, Veea Inc.

has caused this Certificate of Designations to be signed by a duly authorized officer on this 30th day of March, 2026.

Veea Inc.

/s/ Janice K. Smith

Name:

Janice K. Smith

Title:

Executive Vice President & Chief Operating Officer

EXHIBIT A

VEEA INC.

CONVERSION NOTICE

Reference is made to the

Certificate of Designations of Preferences and Rights of Series A Convertible Preferred Stock of Veea, Inc. (the “Corporation”)

dated as of March 30, 2026, designating the rights and preferences of the Series A Convertible Preferred Stock of the Corporation (the “Certificate

of Designations”). In accordance with and pursuant to the Certificate of Designations, the undersigned hereby elects to convert

the number of shares of Series A Convertible Preferred Stock, $0.0001 par value per share (the “Preferred Shares”), of the

Corporation indicated below into shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Corporation,

as of the date specified below.

Date of Conversion:

______________________________

Number of Preferred Shares

to be converted:

______________________________

Tax ID Number (If applicable):

______________________________

$______________

Number of shares of Common

Stock to be issued:

______________________________

Please issue the shares of Common Stock into

which the Preferred Shares are being converted in the following name and to the following address:

Issue to:

Address:

Telephone Number:

Facsimile Number:

Holder Name:

By:

(signature)

Title:

Dated:

Account Number (if electronic book entry transfer):

Transaction Code Number (if electronic book entry transfer):

EX-4.1 — FORM OF COMMON WARRANT

EX-4.1

Filename: ea028404001ex4-1.htm · Sequence: 3

Exhibit 4.1

NEITHER THIS SECURITY NOR THE

SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES

COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES

ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES

ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT

AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY

BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

COMMON STOCK PURCHASE WARRANT

VEEA

INC.

Warrant Shares: 33,551,486

Initial Exercise Date: October 1, 2026

Issue Date: March 30, 2026

THIS COMMON STOCK PURCHASE WARRANT

(the “Warrant”) certifies that, for value received, NLabs Inc. or its assigns (the “Holder”) is

entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after

October 1, 2026 (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 30, 2031 (the

“Termination Date”) but not thereafter, to subscribe for and purchase from Veea Inc., a Delaware corporation (the “Company”),

up to 33,551,486 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price

of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

Section 1. Definitions.

Capitalized terms used and not otherwise defined herein shall have the meanings set forth in that certain Note Amendatory Agreement (the

“Amendatory Agreement”), dated March 30, 2026, among the Company and the Holder.

Section 2. Exercise.

a) Exercise

of Warrant. Exercise of the purchase rights represented by this Warrant may be made, in whole or in part, at any time or times on

or after the Initial Exercise Date and on or before the Termination Date by delivery to the Company of a duly executed PDF copy submitted

by e-mail (or e-mail attachment) of the Notice of Exercise in the form annexed hereto (the “Notice of Exercise”).

All exercises of the purchase rights under this Warrant shall be in compliance with any applicable regulations

of the Trading Market. Within the earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard

Settlement Period (as defined in Section 2(d)(i) herein) following the date of exercise as aforesaid, the Holder shall deliver the aggregate

Exercise Price for the shares specified in the applicable Notice of Exercise by wire transfer or cashier’s check drawn on a United

States bank unless the cashless exercise procedure specified in Section 2(c) below is specified in the applicable Notice of Exercise.

No ink-original Notice of Exercise shall be required, nor shall any medallion guarantee (or other type of guarantee or notarization)

of any Notice of Exercise be required. Notwithstanding anything herein to the contrary, the Holder shall not be required to physically

surrender this Warrant to the Company until the Holder has purchased all of the Warrant Shares available hereunder and the Warrant has

been exercised in full, in which case, the Holder shall surrender this Warrant to the Company for cancellation as soon as reasonably

practicable following the date on which the final Notice of Exercise is delivered to the Company. Partial exercises of this Warrant resulting

in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding

number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. The Holder and

the Company shall maintain records showing the number of Warrant Shares purchased and the date of such purchases. The Company shall deliver

any objection to any Notice of Exercise on the Trading Day of receipt of such notice. The Holder and any assignee, by acceptance of

this Warrant, acknowledge and agree that, by reason of the provisions of this paragraph, following the purchase of a portion of the Warrant

Shares hereunder, the number of Warrant Shares available for purchase hereunder at any given time may be less than the amount stated

on the face hereof.

b) Exercise Price.

The exercise price per share of Common Stock under this Warrant shall be $0.503, subject to adjustment hereunder (the “Exercise

Price”).

c) Cashless

Exercise. If at the time of exercise hereof there is no effective registration statement registering, or the prospectus contained

therein is not available for the resale of the Warrant Shares by the Holder, then this Warrant may also be exercised, in whole or in

part, at such time by means of a “cashless exercise” in which the Holder shall be entitled to receive a number of Warrant

Shares equal to the quotient obtained by dividing [(A-B) (X)] by (A), where:

(A)

= as applicable: (i) the VWAP on the Trading Day immediately

preceding the date of the applicable Notice of Exercise if such Notice of Exercise is (1) delivered pursuant to Section 2(a) hereof on

a day that is not a Trading Day or (2) delivered pursuant to Section 2(a) hereof on a Trading Day prior to the opening of “regular

trading hours” (as defined in Rule 600(b) of Regulation NMS promulgated under the federal securities laws) on such Trading Day,

(ii) the highest Bid Price of the Common Stock on the principal Trading Market as reported by Bloomberg L.P. (“Bloomberg”)

within two (2) hours of the time of the Holder’s delivery of the Notice of Exercise pursuant to Section 2(a) hereof if such Notice

of Exercise is delivered during “regular trading hours,” or within two (2) hours after the close of “regular trading

hours” on a Trading Day or (iii) the VWAP on the date of the applicable Notice of Exercise if the date of such Notice of Exercise

is a Trading Day and such Notice of Exercise is delivered pursuant to Section 2(a) hereof after two (2) hours following the close of

“regular trading hours” on such Trading Day;

(B) =

the Exercise Price of this Warrant, as adjusted hereunder; and

(X) =

the number of Warrant Shares that would be issuable upon exercise of this Warrant in accordance with the terms of this Warrant if such

exercise were by means of a cash exercise rather than a cashless exercise.

If Warrant Shares

are issued in such a cashless exercise, the parties acknowledge and agree that in accordance with Section 3(a)(9) of the Securities Act,

the holding period of the Warrant Shares being issued may be tacked on to the holding period of this Warrant. The Company

agrees not to take any position contrary to this Section 2(c).

“Bid Price”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed

or quoted on a Trading Market, the bid price of the Common Stock for the time in question (or the nearest preceding date) on the Trading

Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m. (New York City

time) to 4:02 p.m. (New York City time)), (b) if OTCQB or OTCQX is not a Trading Market, the volume weighted average price of the

Common Stock for such date (or the nearest preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed

or quoted for trading on OTCQB or OTCQX and if prices for the Common Stock are then reported on The Pink Open Market (or a similar organization

or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common Stock so reported, or (d) in

all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser selected in good faith by

the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the Company, the fees and expenses

of which shall be paid by the Company.

“Commission”

means the United States Securities and Exchange Commission.

“VWAP”

means, for any date, the price determined by the first of the following clauses that applies: (a) if the Common Stock is then listed

or quoted on a Trading Market, the daily volume weighted average price of the Common Stock for such date (or the nearest preceding date)

on the Trading Market on which the Common Stock is then listed or quoted as reported by Bloomberg (based on a Trading Day from 9:30 a.m.

(New York City time) to 4:02 p.m. (New York City time)), (b) if the OTCQB Venture Market (“OTCQB”) or the OTCQX Best

Market (“OTCQX”) is not a Trading Market, the volume weighted average price of the Common Stock for such date (or the nearest

preceding date) on OTCQB or OTCQX as applicable, (c) if the Common Stock is not then listed or quoted for trading on OTCQB or OTCQX and

if prices for the Common Stock are then reported on the Pink Open Market (“Pink Market”) operated by the OTC Markets, Inc.

(or a similar organization or agency succeeding to its functions of reporting prices), the most recent bid price per share of the Common

Stock so reported, or (d) in all other cases, the fair market value of a share of Common Stock as determined by an independent appraiser

selected in good faith by the Purchasers of a majority in interest of the Securities then outstanding and reasonably acceptable to the

Company, the fees and expenses of which shall be paid by the Company.

“Trading

Day” shall mean a day on which the NASDAQ stock market shall be open for business.

“Trading

Market” means the NASDAQ stock market

Notwithstanding

anything herein to the contrary, on the Termination Date, this Warrant shall be automatically exercised via cashless exercise pursuant

to this Section 2(c).

d) Exercise at Company’s Request. The Company may elect, by written notice to the Holder (the “Call Notice”), to cause the Holder to buy-out this Warrant via an exercise in full at the then effective Exercise Price at any time that (i) the complete amount of Warrant Shares are fully registered for resale pursuant to a registration statement that is effective with the SEC and (ii) the closing price of the Common Stock on the Trading Market has been greater than $3.00 per share for each of the thirty (30) consecutive Trading Days preceding the date of the Call Notice. As promptly as practicable, but in any event within seven (7) Trading Days following the delivery by the Company of the Call Notice, the Holder shall pay to the Company, in cash by wire transfer of immediately available funds, an amount per Warrant Share issuable upon exercise of this Warrant equal to the Exercise Price on such date of exercise.

e) Mechanics of Exercise.

i. Delivery

of Warrant Shares Upon Exercise. The Company shall cause the Warrant Shares purchased hereunder to be transmitted by the Transfer

Agent to the Holder by crediting the account of the Holder’s or its designee’s balance account with The Depository Trust

Company through its Deposit or Withdrawal at Custodian system (“DWAC”) if the Company is then a participant in such

system and either (A) there is an effective registration statement permitting the issuance of the Warrant Shares to or resale of the

Warrant Shares by the Holder or (B) the Warrant Shares are eligible for resale by the Holder without volume or manner-of-sale limitations

pursuant to Rule 144 (assuming cashless exercise of the Warrants), and otherwise by physical delivery of a certificate, registered in

the Company’s share register in the name of the Holder or its designee, for the number of Warrant Shares to which the Holder is

entitled pursuant to such exercise to the address specified by the Holder in the Notice of Exercise by the date that is the earlier of

(i) one (1) Trading Day after the delivery to the Company of the Notice of Exercise and (ii) the number of Trading Days comprising the

Standard Settlement Period after the delivery to the Company of the Notice of Exercise (such date, the “Warrant Share Delivery

Date”). Upon delivery of the Notice of Exercise, the Holder shall be deemed for all corporate purposes to have become the holder

of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the Warrant

Shares, provided that payment of the aggregate Exercise Price (other than in the case of a cashless exercise) is received within the

earlier of (i) one (1) Trading Day and (ii) the number of Trading Days comprising the Standard Settlement Period following delivery of

the Notice of Exercise. If the Company fails for any reason to deliver to the Holder the Warrant Shares subject to a Notice of Exercise

by the Warrant Share Delivery Date, the Company shall pay to the Holder, in cash, as liquidated damages and not as a penalty, $500per

Trading Day for each Trading Day after such Warrant Share Delivery Date until such Warrant Shares are delivered or Holder rescinds such

exercise. The Company agrees to maintain a transfer agent that is a participant in the FAST program so long as this Warrant remains outstanding

and exercisable. As used herein, “Standard Settlement Period” means the standard settlement period, expressed in a

number of Trading Days, on the Company’s primary Trading Market with respect to the Common Stock as in effect on the date of delivery

of the Notice of Exercise.

ii. Delivery

of New Warrants Upon Exercise. If this Warrant shall have been exercised in part, the Company shall, at the request of a Holder and

upon surrender of this Warrant certificate, at the time of delivery of the Warrant Shares, deliver to the Holder a new Warrant evidencing

the rights of the Holder to purchase the unpurchased Warrant Shares called for by this Warrant, which new Warrant shall in all other

respects be identical with this Warrant.

iii. Rescission

Rights. If the Company fails to cause the Transfer Agent to transmit to the Holder the Warrant Shares pursuant to Section 2(d)(i)

by the Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise by delivering written notice to the

Company at any time prior to the delivery of such Warrant Shares.

iv. Intentionally

Omitted.

v. No

Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise of this

Warrant. As to any fraction of a share which the Holder would otherwise be entitled to purchase upon such exercise, the Company shall,

at its election, either pay a cash adjustment in respect of such final fraction in an amount equal to such fraction multiplied by the

Exercise Price or round up to the next whole share.

vi. Charges,

Taxes and Expenses. Issuance of Warrant Shares shall be made without charge to the Holder for any issue or transfer tax or other

incidental expense in respect of the issuance of such Warrant Shares, all of which taxes and expenses shall be paid by the Company, and

such Warrant Shares shall be issued in the name of the Holder or in such name or names as may be directed by the Holder; provided,

however, that, in the event that Warrant Shares are to be issued in a name other than the name of the Holder, this Warrant when

surrendered for exercise shall be accompanied by the Assignment Form attached hereto duly executed by the Holder and the Company may

require, as a condition thereto, the payment of a sum sufficient to reimburse it for any transfer tax incidental thereto. The Company

shall pay all Transfer Agent fees required for same-day processing of any Notice of Exercise and all fees to the Depository Trust Company

(or another established clearing corporation performing similar functions) required for same-day electronic delivery of the Warrant Shares.

vii. Closing

of Books. The Company will not close its stockholder books or records in any manner which prevents the timely exercise of this Warrant,

pursuant to the terms hereof.

Section 3. Certain

Adjustments.

a) Stock

Dividends and Splits. If the Company, at any time while this Warrant is outstanding: (i) pays a stock dividend or otherwise makes

a distribution or distributions on shares of its Common Stock or any other equity or equity equivalent securities payable in shares of

Common Stock (which, for avoidance of doubt, shall not include any shares of Common Stock issued by the Company upon exercise of this

Warrant), (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of reverse

stock split) outstanding shares of Common Stock into a smaller number of shares, or (iv) issues by reclassification of shares of the

Common Stock any shares of capital stock of the Company, then in each case the Exercise Price shall be multiplied by a fraction of which

the numerator shall be the number of shares of Common Stock (excluding treasury shares, if any) outstanding immediately before such event

and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event, and the number of

shares issuable upon exercise of this Warrant shall be proportionately adjusted such that the aggregate Exercise Price of this Warrant

shall remain unchanged. Any adjustment made pursuant to this Section 3(a) shall become effective immediately after the record date for

the determination of stockholders entitled to receive such dividend or distribution and shall become effective immediately after the

effective date in the case of a subdivision, combination or re-classification.

b) [RESERVED].

c) Fundamental

Transaction. If, at any time while this Warrant is outstanding, (i) the Company, directly or indirectly, in one or more related transactions

effects any merger or consolidation of the Company with or into another Person, (ii) the Company (or any Subsidiary), directly or indirectly,

effects any sale, lease, license, assignment, transfer, conveyance or other disposition of all or substantially all of its assets in

one or a series of related transactions, (iii) any, direct or indirect, purchase offer, tender offer or exchange offer (whether by the

Company or another Person) is completed pursuant to which holders of Common Stock are permitted to sell, tender or exchange their shares

for other securities, cash or property and has been accepted by the holders of greater than 50% of the outstanding Common Stock or greater

than 50% of the voting power of the common equity of the Company, (iv) the Company, directly or indirectly, in one or more related transactions

effects any reclassification, reorganization or recapitalization of the Common Stock or any compulsory share exchange pursuant to which

the Common Stock is effectively converted into or exchanged for other securities, cash or property, or (v) the Company, directly or indirectly,

in one or more related transactions consummates a stock or share purchase agreement or other business combination (including, without

limitation, a reorganization, recapitalization, spin-off, merger or scheme of arrangement) with another Person or group of Persons whereby

such other Person or group acquires greater than 50% of the outstanding shares of Common Stock or greater than 50% of the voting power

of the common equity of the Company (each a “Fundamental Transaction”), then, upon any subsequent exercise of this

Warrant, the Holder shall have the right to receive, for each Warrant Share that would have been issuable upon such exercise immediately

prior to the occurrence of such Fundamental Transaction, at the option of the Holder on the exercise of this Warrant), the number of

shares of Common Stock of the successor or acquiring corporation or of the Company, if it is the surviving corporation, and any additional

consideration (the “Alternate Consideration”) receivable as a result of such Fundamental Transaction by a holder of

the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such Fundamental Transaction. For purposes

of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration

based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and

the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value

of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash

or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration

it receives upon any exercise of this Warrant following such Fundamental Transaction. The Company shall cause any successor entity in

a Fundamental Transaction in which the Company is not the survivor (the “Successor Entity”) to assume in writing all

of the obligations of the Company under this Warrant and the other Transaction Documents in accordance with the provisions of this Section

3(e) pursuant to written agreements in form and substance reasonably satisfactory to the Holder and approved by the Holder (without unreasonable

delay) prior to such Fundamental Transaction and shall, at the option of the Holder, deliver to the Holder in exchange for this Warrant

a security of the Successor Entity evidenced by a written instrument substantially similar in form and substance to this Warrant which

is exercisable for a corresponding number of shares of capital stock of such Successor Entity (or its parent entity) equivalent to the

shares of Common Stock acquirable and receivable upon exercise of this Warrant (without regard to any limitations on the exercise of

this Warrant) prior to such Fundamental Transaction, and with an exercise price which applies the exercise price hereunder to such shares

of capital stock (but taking into account the relative value of the shares of Common Stock pursuant to such Fundamental Transaction and

the value of such shares of capital stock, such number of shares of capital stock and such exercise price being for the purpose of protecting

the economic value of this Warrant immediately prior to the consummation of such Fundamental Transaction), and which is reasonably satisfactory

in form and substance to the Holder. Upon the occurrence of any such Fundamental Transaction, the Successor Entity shall be added to

the term “Company” under this Warrant (so that from and after the occurrence or consummation of such Fundamental Transaction,

each and every provision of this Warrant and the other Transaction Documents referring to the “Company” shall refer instead

to each of the Company and the Successor Entity or Successor Entities, jointly and severally), and the Successor Entity or Successor

Entities, jointly and severally with the Company, may exercise every right and power of the Company prior thereto and the Successor Entity

or Successor Entities shall assume all of the obligations of the Company prior thereto under this Warrant and the other Transaction Documents

with the same effect as if the Company and such Successor Entity or Successor Entities, jointly and severally, had been named as the

Company herein. For the avoidance of doubt, the Holder shall be entitled to the benefits of the provisions of this Section 3(c) regardless

of (i) whether the Company has sufficient authorized shares of Common Stock for the issuance of Warrant Shares and/or (ii) whether a

Fundamental Transaction occurs prior to the Initial Exercise Date.

d) Calculations.

All calculations under this Section 3 shall be made to the nearest cent or the nearest 1/100th of a share, as the case may be. For purposes

of this Section 3, the number of shares of Common Stock deemed to be issued and outstanding as of a given date shall be the sum of the

number of shares of Common Stock (excluding treasury shares, if any) issued and outstanding.

e) Notice

to Holder.

i. Adjustment

to Exercise Price. Whenever the Exercise Price is adjusted pursuant to any provision of this Section 3, the Company shall promptly

deliver to the Holder by email a notice setting forth the Exercise Price after such adjustment and any resulting adjustment to the number

of Warrant Shares and setting forth a brief statement of the facts requiring such adjustment.

ii. Notice

to Allow Exercise by Holder. If (A) the Company shall declare a dividend (or any other distribution in whatever form) on the Common

Stock, (B) the Company shall declare a special nonrecurring cash dividend on or a redemption of the Common Stock, (C) the Company shall

authorize the granting to all holders of the Common Stock rights or warrants to subscribe for or purchase any shares of capital stock

of any class or of any rights, (D) the approval of any stockholders of the Company shall be required in connection with any reclassification

of the Common Stock, any consolidation or merger to which the Company (or any of its Subsidiaries) is a party, any sale or transfer of

all or substantially all of its assets, or any compulsory share exchange whereby the Common Stock is converted into other securities,

cash or property, or (E) the Company shall authorize the voluntary or involuntary dissolution, liquidation or winding up of the affairs

of the Company, then, in each case, the Company shall cause to be delivered by email to the Holder at its last email address as it shall

appear upon the Warrant Register of the Company, at least 20 calendar days prior to the applicable record or effective date hereinafter

specified, a notice stating (x) the date on which a record is to be taken for the purpose of such dividend, distribution, redemption,

rights or warrants, or if a record is not to be taken, the date as of which the holders of the Common Stock of record to be entitled

to such dividend, distributions, redemption, rights or warrants are to be determined or (y) the date on which such reclassification,

consolidation, merger, sale, transfer or share exchange is expected to become effective or close, and the date as of which it is expected

that holders of the Common Stock of record shall be entitled to exchange their shares of the Common Stock for securities, cash or other

property deliverable upon such reclassification, consolidation, merger, sale, transfer or share exchange; provided that the failure to

deliver such notice or any defect therein or in the delivery thereof shall not affect the validity of the corporate action required to

be specified in such notice. To the extent that any notice provided in this Warrant constitutes, or contains, material, non-public information

regarding the Company or any of the Subsidiaries, the Company shall simultaneously file such notice with the Commission pursuant to a

Current Report on Form 8-K. The Holder shall remain entitled to exercise this Warrant during the period commencing on the date of such

notice to the effective date of the event triggering such notice except as may otherwise be expressly set forth herein.

f) Voluntary

Adjustment By Company. Subject to the rules and regulations of the Trading Market, the Company may at any time during the term of

this Warrant reduce the then current Exercise Price to any amount and for any period of time deemed appropriate by the board of directors

of the Company.

Section 4. Transfer

of Warrant.

a) Transferability.

Subject to compliance with any applicable securities laws, this Warrant and all rights hereunder (including, without limitation, any

registration rights) are transferable, in whole or in part, upon surrender of this Warrant at the principal office of the Company or

its designated agent, together with a written assignment of this Warrant substantially in the form attached hereto duly executed by the

Holder or its agent or attorney and funds sufficient to pay any transfer taxes payable upon the making of such transfer. Upon such surrender

and, if required, such payment, the Company shall execute and deliver a new Warrant or Warrants in the name of the assignee or assignees,

as applicable, and in the denomination or denominations specified in such instrument of assignment, and shall issue to the assignor a

new Warrant evidencing the portion of this Warrant not so assigned, and this Warrant shall promptly be cancelled. Notwithstanding anything

herein to the contrary, the Holder shall not be required to physically surrender this Warrant to the Company unless the Holder has assigned

this Warrant in full, in which case, the Holder shall surrender this Warrant to the Company within three (3) Trading Days of the date

on which the Holder delivers an assignment form to the Company assigning this Warrant in full. The Warrant, if properly assigned in accordance

herewith, may be exercised by a new holder for the purchase of Warrant Shares without having a new Warrant issued.

b) New

Warrants. This Warrant may be divided or combined with other Warrants upon presentation hereof at the aforesaid office of the Company,

together with a written notice specifying the names and denominations in which new Warrants are to be issued, signed by the Holder or

its agent or attorney. Subject to compliance with Section 4(a), as to any transfer which may be involved in such division or combination,

the Company shall execute and deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to be divided or combined in

accordance with such notice. All Warrants issued on transfers or exchanges shall be dated the original Issue Date and shall be identical

with this Warrant except as to the number of Warrant Shares issuable pursuant thereto.

c) Warrant

Register. The Company shall register this Warrant, upon records to be maintained by the Company for that purpose (the “Warrant

Register”), in the name of the record Holder hereof from time to time. The Company may deem and treat the registered Holder

of this Warrant as the absolute owner hereof for the purpose of any exercise hereof or any distribution to the Holder, and for all other

purposes, absent actual notice to the contrary.

d) Transfer

Restrictions. If, at the time of the surrender of this Warrant in connection with any transfer of this Warrant, the transfer of this

Warrant shall not be either (i) registered pursuant to an effective registration statement under the Securities Act and under applicable

state securities or blue sky laws or (ii) eligible for resale without volume or manner-of-sale restrictions or current public information

requirements pursuant to Rule 144, the Company may require, as a condition of allowing such transfer, that the Holder or transferee of

this Warrant, as the case may be, make usual and customary representations as to investment intent to the Company.

e) Representation

by the Holder. The Holder, by the acceptance hereof, represents and warrants that it is acquiring this Warrant and, upon any exercise

hereof, will acquire the Warrant Shares issuable upon such exercise, for its own account and not with a view to or for distributing or

reselling such Warrant Shares or any part thereof in violation of the Securities Act or any applicable state securities law, except pursuant

to sales registered or exempted under the Securities Act.

Section 5. Miscellaneous.

a) No

Rights as Stockholder Until Exercise; No Settlement in Cash. This Warrant does not entitle the Holder to any voting rights, dividends

or other rights as a stockholder of the Company prior to the exercise hereof as set forth in Section 2(d)(i), except as expressly set

forth in Section 3. Without limiting any rights of a Holder to receive Warrant Shares on a “cashless exercise” pursuant to

Section 2(c) or to receive cash payments pursuant to Section 2(d)(i) and Section 2(d)(iv) herein, in no event shall the Company be required

to net cash settle an exercise of this Warrant.

b) Loss,

Theft, Destruction or Mutilation of Warrant. The Company covenants that upon receipt by the Company of evidence reasonably satisfactory

to it of the loss, theft, destruction or mutilation of this Warrant or any stock certificate relating to the Warrant Shares, and in case

of loss, theft or destruction, of indemnity or security reasonably satisfactory to it (which, in the case of the Warrant, shall not include

the posting of any bond), and upon surrender and cancellation of such Warrant or stock certificate, if mutilated, the Company will make

and deliver a new Warrant or stock certificate of like tenor and dated as of such cancellation, in lieu of such Warrant or stock certificate.

c) Saturdays,

Sundays, Holidays, etc. If the last or appointed day for the taking of any action or the expiration of any right required or granted

herein shall not be a Business Day, then such action may be taken or such right may be exercised on the next succeeding Business Day.

d) Authorized

Shares.

The Company covenants

that, during the period the Warrant is outstanding, it will reserve from its authorized and unissued Common Stock a sufficient number

of shares to provide for the issuance of the Warrant Shares upon the exercise of any purchase rights under this Warrant. The Company

further covenants that its issuance of this Warrant shall constitute full authority to its officers who are charged with the duty of

issuing the necessary Warrant Shares upon the exercise of the purchase rights under this Warrant. The Company will take all such reasonable

action as may be necessary to assure that such Warrant Shares may be issued as provided herein without violation of any applicable law

or regulation, or of any requirements of the Trading Market upon which the Common Stock may be listed. The Company covenants that all

Warrant Shares which may be issued upon the exercise of the purchase rights represented by this Warrant will, upon exercise of the purchase

rights represented by this Warrant and payment for such Warrant Shares in accordance herewith, be duly authorized, validly issued, fully

paid and nonassessable and free from all taxes, liens and charges created by the Company in respect of the issue thereof (other than

taxes in respect of any transfer occurring contemporaneously with such issue).

Except and to the

extent as waived or consented to by the Holder, the Company shall not by any action, including, without limitation, amending its certificate

of incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or

any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, 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

to protect the rights of Holder as set forth in this Warrant against impairment. Without limiting the generality of the foregoing, the

Company will (i) not increase the par value of any Warrant Shares above the amount payable therefor upon such exercise immediately prior

to such increase in par value, (ii) take all such action as may be necessary or appropriate in order that the Company may validly and

legally issue fully paid and nonassessable Warrant Shares upon the exercise of this Warrant and (iii) use commercially reasonable efforts

to obtain all such authorizations, exemptions or consents from any public regulatory body having jurisdiction thereof, as may be, necessary

to enable the Company to perform its obligations under this Warrant.

Before taking any

action which would result in an adjustment in the number of Warrant Shares for which this Warrant is exercisable or in the Exercise Price,

the Company shall obtain all such authorizations or exemptions thereof, or consents thereto, as may be necessary from any public regulatory

body or bodies having jurisdiction thereof.

e) Jurisdiction.

This Warrant shall be governed by and interpreted in accordance with the laws of the State of New York

without regard to the principles of conflicts of law. THE COMPANY AND THE HOLDER HEREBY WAIVE A TRIAL BY JURY IN ANY ACTION, PROCEEDING

OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER IN RESPECT OF ANY MATTER ARISING OUT OF OR IN CONNECTION WITH

THIS WARRANT. Any dispute, controversy, difference or claim that may arise between the Company and the Holder in connection with this

Warrant; and all claims arising out of or relating to the validity, construction, interpretation, enforceability, breach, performance,

application or termination of this Warrant, shall be submitted to binding arbitration governed by the rules of the American Arbitration

Association. The seat of the arbitration shall be in the State and County of New York. There shall be only one arbitrator selected in

accordance with the rules of the American Arbitration Association. The arbitration shall be conducted in English and may be conducted

in a virtual setting. The arbitrator’s decision shall be final and binding and judgment may be entered thereon. Provided a party

has made a sufficient showing under applicable law, the arbitrator shall have the freedom to invoke, and the parties agree to abide by,

injunctive measures that either party submits in writing for arbitration claims requiring immediate relief. Additionally, nothing in

this Section shall preclude either party from seeking equitable relief or interim or provisional relief from a court of competent jurisdiction,

including a temporary restraining order, preliminary injunction or other equitable relief, concerning a dispute either prior to or during

arbitration if necessary to protect the interests of such party or to preserve the status quo pending the arbitration proceeding. Each

side must bear its own costs and legal fees during the pendency of the arbitration. A party’s failure to pay any costs or fees

required to proceed in the arbitration, as they timely come due, shall result in an immediate default against that party. The prevailing

party in the arbitration shall be entitled to recoup all its reasonable attorneys’ fees and costs from the nonprevailing, including,

without limitation, all of its costs relating to the arbitration. The arbitrator’s final award shall include this assessment of

costs and fees.

f) Restrictions.

The Holder acknowledges that the Warrant Shares acquired upon the exercise of this Warrant, if not registered, and the Holder does not

utilize cashless exercise, will have restrictions upon resale imposed by state and federal securities laws.

g) Nonwaiver

and Expenses. No course of dealing or any delay or failure to exercise any right hereunder on the part of Holder shall operate as

a waiver of such right or otherwise prejudice the Holder’s rights, powers or remedies. Without limiting any other provision of

this Warrant or the Conversion Agreement, if the Company willfully and knowingly fails to comply with any provision of this Warrant,

which results in any material damages to the Holder, the Company shall pay to the Holder such amounts as shall be sufficient to cover

any costs and expenses including, but not limited to, reasonable attorneys’ fees, including those of appellate proceedings, incurred

by the Holder in collecting any amounts due pursuant hereto or in otherwise enforcing any of its rights, powers or remedies hereunder.

h) Notices.

Any notice, request or other document required or permitted to be given or delivered to the Holder by the Company shall be delivered

in accordance with the notice provisions of the Purchase Agreement.

i) Limitation

of Liability. No provision hereof, in the absence of any affirmative action by the Holder to exercise this Warrant to purchase Warrant

Shares, and no enumeration herein of the rights or privileges of the Holder, shall give rise to any liability of the Holder for the purchase

price of any Common Stock or as a stockholder of the Company, whether such liability is asserted by the Company or by creditors of the

Company.

j) Remedies.

The Holder, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific

performance of its rights under this Warrant. The Company agrees that monetary damages would not be adequate compensation for any loss

incurred by reason of a breach by it of the provisions of this Warrant and hereby agrees to waive and not to assert the defense in any

action for specific performance that a remedy at law would be adequate.

k) Successors

and Assigns. Subject to applicable securities laws, this Warrant and the rights and obligations evidenced hereby shall inure to the

benefit of and be binding upon the successors and permitted assigns of the Company and the successors and permitted assigns of Holder.

The provisions of this Warrant are intended to be for the benefit of any Holder from time to time of this Warrant and shall be enforceable

by the Holder or holder of Warrant Shares.

l) Amendment.

Other than Section 2(e) above and this Section 5(l), which may not be amended, modified or waived, this Warrant may be modified or amended

or the provisions hereof waived with the written consent of the Company and the Holder.

m) Severability.

Wherever possible, each provision of this Warrant shall be interpreted in such manner as to be effective and valid under applicable law,

but if any provision of this Warrant shall be prohibited by or invalid under applicable law, such provision shall be ineffective to the

extent of such prohibition or invalidity, without invalidating the remainder of such provisions or the remaining provisions of this Warrant.

n) Headings.

The headings used in this Warrant are for the convenience of reference only and shall not, for any purpose, be deemed a part of this

Warrant.

o) Electronic

Signatures. Electronically scanned and transmitted signatures, including by email attachment, shall be deemed originals for all purposes

of this Warrant.

********************

(Signature Page Follows)

IN WITNESS WHEREOF, the Company

has caused this Warrant to be executed by its officer thereunto duly authorized as of the date first above indicated.

VEEA INC.

By:

Name:

Title:

NOTICE OF EXERCISE

To: [_______________________

(1) The

undersigned hereby elects to purchase ________ Warrant Shares of the Company pursuant to the terms of the attached Warrant (only if exercised

in full), and tenders herewith payment of the exercise price in full, together with all applicable transfer taxes, if any.

(2) Payment

shall take the form of (check applicable box):

☐ in lawful money of the United States; or

☐ [if permitted the cancellation of such number of Warrant

Shares as is necessary, in accordance with the formula set forth in subsection 2(c), to exercise this Warrant with respect to the maximum

number of Warrant Shares purchasable pursuant to the cashless exercise procedure set forth in subsection 2(c).

(3) Please

issue said Warrant Shares in the name of the undersigned or in such other name as is specified below:

_______________________________

The Warrant Shares shall be delivered to the

following DWAC Account Number:

_______________________________

(4) Accredited Investor.

The undersigned is an “accredited investor” as defined in Regulation D promulgated under the Securities Act of 1933, as amended.

[SIGNATURE

OF HOLDER]

Name of Investing Entity: ________________________________________________________________________

Signature of Authorized Signatory of Investing

Entity: _________________________________________________

Name of Authorized Signatory: ___________________________________________________________________

Title of Authorized Signatory: ____________________________________________________________________

Date: ________________________________________________________________________________________

EXHIBIT B

ASSIGNMENT FORM

(To assign the foregoing Warrant, execute

this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant and

all rights evidenced thereby are hereby assigned to

Name:

_____________________________________

(Please Print)

Address:

_____________________________________

(Please Print)

Phone Number:

_____________________________________

Email Address:

_____________________________________

Dated: _______________ __, ______

Holder’s Signature: _____________________

Holder’s Address: ______________________

EX-10.1 — NOTE CONVERSION AGREEMENT, DATED MARCH 30, 2026, BY AND BETWEEN THE COMPANY AND NLABS INC

EX-10.1

Filename: ea028404001ex10-1.htm · Sequence: 4

Exhibit 10.1

CONFIDENTIAL

NOTE CONVERSION AGREEMENT

This Note Conversion Agreement

(this “Agreement”), is made and entered into as of March 30, 2026, by and among (i) Veea Inc., a Delaware

corporation (the “Company”), and (ii) NLabs Inc., a Delaware corporation (the “NLabs”).

The Company and NLabs are each sometimes referred to herein individually as a “Party” and collectively as the

“Parties”. Capitalized terms used and not otherwise defined herein shall have the meanings given to those terms

in the Notes (as hereinafter defined).

WHEREAS, the Company

issued to the Noteholder the demand notes, with an issue date and having an initial principal amount as listed on Schedule 1 (collectively,

the “Subject Notes”); and

WHEREAS, the Parties have

agreed that as soon as practicable but no later than one business day following the execution of this Agreement (such date, the “Conversion

Date”), the outstanding amounts due, including principal and accrued but unpaid interest, under the Subject Notes shall

automatically convert into shares of Series A preferred stock, par value $0.0001 per share, of the Company(“Preferred Stock”)

at a price of $100.00) per share (the “Per Share Price”), and upon which the Notes will thereupon be terminated

and shall be of no further force and effect.

NOW THEREFORE, in consideration

of the premises and the mutual covenants and agreements of the Parties hereinafter set forth, the Parties intending to be legally bound

hereto hereby agree as follows:

1. Conversion

of Subject Notes. The Noteholder hereby agrees, upon the terms and subject to the conditions set forth herein, that, upon the

Conversion Date, all of the obligations owed as of the Conversion Date, including principal and accrued interest thereunder (the “Converted

Obligations”), with respect to each Subject Note listed on Schedule 1 shall automatically convert (the “Conversion”)

into shares of Preferred Stock at the Per Share Price (such shares, the “Conversion Shares”). The Noteholder

shall (i) deliver the Subject Notes to the Company for cancellation and (ii) execute and deliver to the Company any and all additional

documents reasonably required by the Company or its counsel as shall be required for the issuance of the shares of Preferred Stock to

the Noteholder in connection with the Conversion. Upon the Conversion, the Company shall reflect such issuance of the Preferred Stock

in its books and records. The Parties hereby further acknowledge and agree that the Conversion shall fully satisfy all of the Company’s

obligations to the Noteholder under the Subject Notes and that, immediately upon the consummation of the Conversion, the Subject Notes

and all obligations set forth therein and herein shall be deemed satisfied and repaid in full and the Notes and all such obligations shall

be terminated and cancelled in their entirety.

2. Registration

Rights.

(a) The

Company agrees that it will use commercially reasonable efforts file with the U.S. Securities and Exchange Commission (the “SEC”),

at the Company’s sole cost and expense, a registration statement (the “Registration Statement”) registering

the resale of the Conversion Shares by the Noteholder under the Securities Act of 1933, as amended (the “Securities Act”)

within sixty (60) days after the Conversion Date (the “Filing Deadline”), and the Company shall use its commercially

reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof. The Company

agrees that the Company will use its commercially reasonable efforts to cause such Registration Statement or another registration statement

(which may be a “shelf” registration statement) to remain effective with respect to the Noteholder’s Conversion Shares

until the earlier of (i) two years from the issuance of the Conversion Shares, (ii) the date on which the Noteholder ceases to hold the

Conversion Shares covered by such Registration Statement, or (iii) the first date on which the Noteholder can sell all of its Conversion

Shares (or shares received in exchange therefor) under Rule 144 promulgated under the Securities Act (“Rule 144”)

without limitation as to the manner of sale or the amount of such securities that may be sold. The Noteholder agrees to disclose to the

Company upon request its beneficial ownership, as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), of the Conversion Shares to assist the Company in making the determination

described above. The Company’s obligations to include the Noteholder’s Conversion Shares in the Registration Statement are

contingent upon the Noteholder furnishing in writing to the Company such information regarding the Noteholder, the securities of the Company

held by the Noteholder and the intended method of disposition of the Conversion Shares as shall be reasonably requested by the Company

to effect the registration of the Conversion Shares, and the Noteholder shall execute such documents in connection with such registration

as the Company may reasonably request that are customary of a selling stockholder in similar situations. If the SEC prevents the Company

from including any or all of the Conversion Shares proposed to be registered for resale under the Registration Statement due to limitations

on the use of Rule 415 of the Securities Act for the resale of the Company’s securities by the applicable stockholders or otherwise,

(i) such Registration Statement shall register for resale such number of the Company securities which is equal to the maximum number of

the Company securities as is permitted by the SEC and (ii) the number of the Company securities to be registered for each selling stockholder

named in the Registration Statement shall be reduced pro rata among all such selling stockholders (including pro rata amongst the Noteholders)

and as promptly as practicable after being permitted to register additional Conversion Shares under Rule 415 under the Securities Act,

the Company shall file a new Registration Statement to register such Conversion Shares not included in the initial Registration Statement

and cause such Registration Statement to become effective as promptly as practicable consistent with the terms of this Section 2.

The Company will provide a draft of the Registration Statement to the Noteholders for review reasonably in advance of filing the Registration

Statement. In no event shall a Noteholder be identified as a statutory underwriter in the Registration Statement unless requested by the

SEC; provided, that if the SEC requests that a Noteholder be identified as a statutory underwriter in the Registration Statement, the

Noteholder will have an opportunity to withdraw from the Registration Statement. For purposes of clarification, any failure by the Company

to file the Registration Statement by the Filing Deadline shall not otherwise relieve the Company of its obligations to file the Registration

Statement or effect the registration of the Conversion Shares set forth in this Section 2. For as long as a Noteholder holds the

Conversion Shares issued pursuant to this Agreement, the Company will (i) make and keep public information available, as those terms are

understood and defined in Rule 144, (ii) file in a timely manner all reports and other documents with the SEC required under the Exchange

Act, as long as the Company remains subject to such requirements, and (iii) provide all customary and reasonable cooperation necessary,

in each case, to enable the Noteholder to resell the Conversion Shares pursuant to the Registration Statement or Rule 144 (when Rule 144

becomes available to the Noteholder), as applicable.

(b) The

Company shall, at its sole expense, advise the Noteholder within five (5) business days: (i) when the Registration Statement or any amendment

thereto has been filed with the SEC and when the Registration Statement or any post-effective amendment thereto has become effective;

(ii) after it shall have received notice or obtained knowledge thereof, of the issuance by the SEC of any stop order suspending the effectiveness

of the Registration Statement or the initiation of any proceedings for such purpose; (iii) of the receipt by the of any notification with

respect to the suspension of the qualification of the Conversion Shares included therein for sale in any jurisdiction or the initiation

or threatening of any proceeding for such purpose; and (iv) subject to the provisions in this Agreement, of the occurrence of any event

that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein do

not include any untrue statements of a material fact and do not omit to state a material fact required to be stated therein or necessary

to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading.

Upon the occurrence of any event contemplated in the foregoing clause (iv), except for such times as the Company is permitted hereunder

to suspend, and has suspended, the use of a prospectus forming part of the Registration Statement, the Company shall use its reasonable

best efforts to as soon as reasonably practicable prepare a post-effective amendment to the Registration Statement or a supplement to

the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Conversion Shares included

therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make

the statements therein, in the light of the circumstances under which they were made, not misleading.

Company may delay filing or suspend the use of the Registration Statement if it determines that in order for the Registration Statement

to not contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect

a bona fide business or financing transaction of the Company or would require premature disclosure of information that could materially

adversely affect the Company (each such circumstance, a “Suspension Event”); provided, that the Company may

not delay or suspend the Registration Statement on more than two (2) occasions or for more than sixty (60) consecutive calendar days,

or more than one hundred twenty (120) total calendar days, in each case during any twelve (12)-month period. Upon receipt of any written

notice from the Company of the happening of any Suspension Event during the period that the Registration Statement is effective or if

as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or

omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances

under which they were made (in the case of the prospectus) not misleading, the Noteholder agrees that it will (i) immediately discontinue

offers and sales of its Conversion Shares under the Registration Statement until the Noteholder receives (A) (x) copies of a supplemental

or amended prospectus that corrects the misstatement(s) or omission(s) referred to above and (y) notice that any post-effective amendment

has become effective or (B) notice from the Company that it may resume such offers and sales, and (ii) maintain the confidentiality of

any information included in such written notice delivered by the Company unless otherwise required by applicable law. If so directed by

the Company, the Noteholder will deliver to the Company or destroy all copies of the prospectus covering its Conversion Shares in the

Noteholder’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the

Conversion Shares shall not apply to (i) the extent the Noteholder is required to retain a copy of such prospectus (A) in order to comply

with applicable legal, regulatory, self-regulatory or professional requirements or (B) in accordance with a bona fide pre-existing document

retention policy or (ii) copies stored electronically on archival servers as a result of automatic data back-up.

(d) From

and after the Conversion, the Company agrees to indemnify and hold the Noteholder, each person or entity, if any, who controls a Noteholder

within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of a Noteholder within

the meaning of Rule 405 under the Securities Act, and each broker, placement agent or sales agent to or through which a Noteholder effects

or executes the resale of any Conversion Shares (collectively, the “Noteholder Indemnified Parties”), harmless

against any and all losses, claims, damages and liabilities (including any reasonable out-of-pocket legal or other expenses reasonably

incurred in connection with defending or investigating any such action or claim) (collectively, “Losses”) incurred

by the Noteholder Indemnified Parties directly that are (i) caused by any untrue statement or alleged untrue statement of a material fact

contained in the Registration Statement or any other registration statement which covers the Conversion Shares (including, in each case,

the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or (ii) caused by any omission

or alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in

the light of the circumstances under which they were made), not misleading, except, in the cases of both (i) and (ii), to the extent insofar

as the same are (A) caused by or contained in any information or affidavit so furnished in writing to the Company by the Noteholder for

use therein, (B) in connection with any failure of such person to deliver or cause to be delivered a prospectus in a timely manner, (C)

as a result of offers or sales effected by or on behalf of any person by means of a freewriting prospectus (as defined in Rule 405 under

the Securities Act) that was not authorized in writing by the Company, or (D) in connection with any offers or sales effected by or on

behalf of the Noteholder in violation of this Agreement. Notwithstanding the forgoing, the Company’s indemnification obligations

shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of the Company

(which consent shall not be unreasonably withheld, delayed or conditioned).

(e) From

and after the Conversion, the Noteholder agrees to, severally and not jointly with any other Noteholder or selling stockholders using

the Registration Statement, indemnify and hold the Company, and the officers, employees, directors, partners, members, attorneys and agents

of the Company, each person, if any, who controls the Company within the meaning of either Section 15 of the Securities Act or Section

20 of the Exchange Act, and each affiliate of the Company within the meaning of Rule 405 under the Securities Act (collectively, the “Company

Indemnified Parties”) harmless against any and all Losses incurred by the Company Indemnified Parties directly that are

caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any other registration

statement which covers the Conversion Shares (including, in each case, the prospectus contained therein) or any amendment thereof (including

the prospectus contained therein) or caused by any omission or alleged omission to state therein a material fact necessary in order to

make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading,

to the extent insofar as the same are caused by or contained in any information or affidavit so furnished in writing to Company by the

Noteholder expressly for use therein. In no event shall the liability of a Noteholder under this Section 2(e) be greater in amount

than the dollar amount of the net proceeds received by the Noteholder upon the sale of the Conversion Shares giving rise to such indemnification

obligation. Notwithstanding the forgoing, a Noteholder’s indemnification obligations shall not apply to amounts paid in settlement

of any Losses if such settlement is effected without the prior written consent of the Noteholder (which consent shall not be unreasonably

withheld, delayed or conditioned).

3. Representations

and Warranties of the Noteholders. The Noteholder hereby represents and warrants

to the Company as follows:

(a) Organization

and Good Standing. The Noteholder is an entity duly formed or incorporated, validly existing and in good standing under the laws of

the state in which it is so formed or incorporated. The Noteholder has the requisite corporate or other organizational power and authority

necessary to own, lease, and operate the properties it purports to own, operate, or lease and to carry on its business as it is now being

conducted.

(b) Title

to Notes. The Noteholder is the sole owner of the applicable Notes held by the Noteholder, and shall be, at the time of the Conversion,

the sole owner of the Notes, free and clear of all liens, charges, security interests, assessments, encumbrances, claims and restrictions

of any kind, including any liability to or claims of any creditor of the Noteholder. The Noteholder has not transferred or pledged any

interest in the applicable Notes to any person, and the Noteholder has not granted any rights to purchase the applicable Notes to any

other person.

The Noteholder has the unrestricted right, power and authority to enter into this Agreement, to consummate the transactions hereunder

and to perform its obligations hereunder. No consent, approval or authorization of or notice to any third party is necessary in connection

with the performance by the Noteholder of its obligations under this Agreement, and such action does not and will not violate any agreement

to which the Noteholder is a party or by which the Noteholder is otherwise bound. This Agreement has been duly and validly executed and

delivered by the Noteholder and constitutes a legally valid and binding agreement of the Noteholder, enforceable against the Noteholder

in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws

affecting generally the enforcement of creditors’ rights and subject to a court’s discretionary authority with respect to

the granting of a decree ordering specific performance or other equitable remedies. If the Noteholder is an individual, the Noteholder

has the legal capacity to enter into this Agreement and to consummate the transactions contemplated hereunder.

(d) Access

to Information. The Noteholder acknowledges and agrees that it has received such information as it deems necessary in order to make

an investment decision with respect to the Conversion and its investment in the Conversion Shares and made its own assessment and is satisfied

concerning the relevant financial, tax and other economic considerations relevant to the Noteholder’s investment in the Conversion

Shares. The Noteholder represents and agrees that it and its professional advisor(s), if any, have had the full opportunity to ask the

Company’s and the Company’s management questions, receive such answers and obtain such information as the Noteholder has deemed

necessary to make an investment decision with respect to the Conversion Shares. The Noteholder has conducted its own investigation of

the Company, and the Conversion Shares and the Noteholder has made its own assessment and has satisfied itself concerning the relevant

tax and other economic considerations relevant to its investment in the Conversion Shares. The Noteholder is entering into this Agreement

and the transactions contemplated hereby relying entirely upon such independent evaluation and analysis and without reliance upon any

oral or written representations of any kind or nature by the Company or the Company or their respective directors, officers, employees

or agents, except for the express representations and warranties contained in this Agreement. The Noteholder acknowledges that, in make

its decision to engage in the Conversion and invest in the Conversion Shares, the Noteholder is not relying upon any projections included

in any of the Company’s filings with the SEC. The Noteholder is in receipt of and has carefully read and understands the following

items (collectively, the “Disclosure Documents”): (i) the annual report on Form 10-K of the Company for the

fiscal year ended December 31, 2024, filed with the SEC on April 15, 2025; (ii) the quarterly reports on Form 10-Q of the Company for

the fiscal quarter ended March 31, 2025, June 30, 2025 and September 30, 2025, filed with the SEC on May 21, 2025, August 19, 2025 and

November 14, 2025, respectively, (iii) the definitive proxy statement of the Company, filed with the SEC on December 4, 2025, (iv) the

current reports on Form 8-K of the Company filed with the SEC on May 19, 2025, July 17, 2025, August 7, 2025, August 15, 2025, October

2, 2025, January 6, 2026, January 8, 2026, January 20, 2026 and February 23, 2026, respectively, and (v) the final prospectus of the Company,

dated August 12, 2025, filed with the SEC on August 14 (File No. 333-288878).

(e) Investment

Representations.

(i) The

Noteholder will be acquiring the Conversion Shares for its own account, not as a nominee or agent. The Noteholder will not sell, assign

or transfer any Conversion Shares at any time in violation of the Securities Act or applicable state securities laws or the terms of this

Agreement. The Noteholder acknowledges that the Conversion Shares cannot be sold unless subsequently registered under the Securities Act

and applicable state securities laws or an exemption from such registration is available. The Noteholder understands that the Conversion

Shares will (A) not have been (and upon their sale will not be) registered under the Securities Act or any state securities laws, (B)

have been offered and be sold in reliance upon an exemption from the registration and prospectus delivery requirements of the Securities

Act, and (C) be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws

which relate to private offerings. Pursuant to the foregoing, the Noteholder acknowledges that until such time as the resale of the Conversion

Shares have been registered under the Securities Act or may otherwise may be sold pursuant to an exemption from registration, any certificates

representing any Conversion Shares acquired by the Noteholder shall bear a customary restrictive legend (and a stop-transfer order may

be placed against transfer of any certificates or book-entry notations evidencing such Conversion Shares) reflecting such limitations

in form and substance reasonably acceptable to the Company.

(ii) The

Noteholder has knowledge, skill and experience in financial, business and investment matters relating to an investment of this type and

is capable of evaluating the merits and risks of such investment and protecting the Noteholder’s interest in connection with the

acquisition of the Conversion Shares. The Noteholder understands that the acquisition of the Conversion Shares is a speculative investment

and involves substantial risks and that the Noteholder could lose its entire investment. Further, the Noteholder has (A) carefully read

and considered the risks identified in the Disclosure Documents (as defined below) and (B) carefully considered and understands all of

the risks related to the BCA Transactions, the Company, the Conversion Shares and this Agreement. The Noteholder has the ability to bear

the economic risks of the Noteholder’s investment in the Company, including a complete loss of the investment, and the Noteholder

has no need for liquidity in such investment.

(iii) The

Noteholder acknowledges that it has been advised that: (A) the Conversion Shares have not been approved or disapproved by the SEC or any

state securities commission, nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations

by the Company, and any representation to the contrary is a criminal offense; (B) in making an investment decision, the Noteholder must

rely on its own examination of the Company, the BCA Transaction, the Conversion and the Conversion Shares, including the merits and risks

involved, and the Conversion Shares have not been recommended by any federal or state securities commission or regulatory authority, and

the foregoing authorities have not confirmed the accuracy or determined the adequacy of any representation (and any representation to

the contrary is a criminal offense); (C) any Conversion Shares will be “restricted securities” within the meaning of Rule

144, are subject to restrictions on transferability and resale, and may not be transferred or resold except as permitted under the Securities

Act and applicable state securities laws, pursuant to registration or exemption therefrom. The Noteholder is aware of the provisions of

Rule 144 are not currently available and, in the future, may not become available for resale of any of the Conversion Shares and that

the Company is an issuer subject to Rule 144(i) under the Securities Act.

(iv) The

Noteholder is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, and the Noteholder

has executed the Investor Questionnaire attached hereto as Exhibit A (the “Investor Questionnaire”) and

shall provide to the Company an updated Investor Questionnaire for any change in circumstances at any time on or prior to the Closing.

As of the date of this Agreement, the Noteholder and its affiliates do not have, and during the thirty (30) day period prior to the date

of this Agreement, the Noteholder and its affiliates have not, in a seller, transferor or other similar capacity, entered into, any “put

equivalent position” as such term is defined in Rule 16a-1 of the Exchange Act or short sale positions with respect to the securities

of the Company. In addition, the Noteholder shall comply with all applicable provisions of Regulation M promulgated under the Securities

Act. The Noteholder has not been formed for the specific purpose of acquiring the Conversion Shares unless each beneficial owner of the

Noteholder is qualified as an accredited investor within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act

and has submitted information substantiating such individual qualification.

(v) Neither

the Noteholder nor, to the extent it has them, any of its stockholders, members, managers, general or limited partners, directors, affiliates

or executive officers (collectively with the Noteholder, the “Covered Persons”), are subject to any of the “Bad

Actor” disqualifications described in Rule 506(d) under the Securities Act (a “Disqualification Event”),

except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Noteholder has exercised reasonable care to determine whether

any Covered Person is subject to a Disqualification Event. The acquisition of Conversion Shares by the Noteholder will not subject the

Company to any Disqualification Event.

(f) Sanctions

Laws. Neither the Noteholder nor any of its directors, managers, officers or owners are the subject of any U.S. Sanctions Laws, including

any laws, regulations, executive orders, or other restrictions or prohibitions administered by the U.S. Department of the Treasury’s

Office of Foreign Assets Control (“OFAC”). Neither the Noteholder nor any of its directors, managers, officers

or owners are: (A) designated on any list of restricted parties maintained by the U.S. Government, including OFAC’s Specially Designated

Nationals and Blocked Persons List, the list of Foreign Sanctions Evaders, or the Sectoral Sanctions Identifications List, the U.S. Department

of Commerce’s Denied Persons List or Entity List, or the U.S. Department of State’s Debarred List; or (B) located, organized,

resident, or doing business in any country or territory that is, or whose government is, the subject of comprehensive territorial U.S.

Sanctions Laws.

(g) Reliance;

No Misstatements. The Noteholder understands and confirms that the Company will rely on the representations and covenants contained

herein in effecting the transactions contemplated by this Agreement. All representations and warranties provided to the Company or the

Company furnished by or on behalf of the Noteholder, taken as a whole, are true and correct and do not contain any untrue statement of

material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances

under which they were made, not misleading. The Noteholder agrees to notify the Company immediately upon the occurrence of any event that

would cause any representation, warranty, covenant or other statement contained in this Agreement to be false or incorrect or of any change

in any statement made herein. The Noteholder agrees that the Conversion and the issuance of the Conversion Shares by the Company will

constitute a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by any

such notice) by the Noteholder as of the time of such Conversion.

4. Representations

and Warranties of the Company. The Company represents and warrants to the Noteholders as follows:

(a) Organization

and Good Standing. The Company is a corporation duly incorporated, validly existing and in good standing under the laws of the State

of Delaware. The Company has the requisite corporate power and authority necessary to own, lease, and operate the properties it purports

to own, operate, or lease and to carry on its business as it is now being conducted.

(b) Authorization.

The Company has the corporate power and authority to enter into this Agreement, to consummate the transactions hereunder and to perform

its obligations hereunder. No consent, approval or authorization of or notice to any third party is necessary in connection with the performance

by the Company of its obligations under this Agreement, and such action does not and will not in any material respect violate any agreement

to which the Company is a party or by which it is otherwise bound. This Agreement has been duly and validly executed and delivered by

the Company and constitutes a legally valid and binding agreement of the Company, enforceable against the Company in accordance with its

terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the

enforcement of creditors’ rights and subject to a court’s discretionary authority with respect to the granting of a decree

ordering specific performance or other equitable remedies.

of Conversion Shares. The Company represents and warrants to the Noteholders that, subject to the accuracy of the Noteholders’

representations and warranties in Section 3 above: (i) the Conversion Shares, when issued in accordance with this Agreement, will

be duly authorized, validly issued, fully paid and non-assessable, free of any liens (other than those imposed by the Company’s

organizational documents and/or applicable securities laws; (ii) it is not necessary to register the Conversion Shares under the Securities

Act in connection with the offer, sale and issue of the Conversion Shares in the manner contemplated by this Agreement; and (iii) the

Conversion Shares are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities

Act, or any state securities laws.

5. [Reserved]

6. Miscellaneous.

(a) Termination.

Each Party may terminate the Agreement by mutual agreement among all Parties or upon the bankruptcy or insolvency (or taking any steps

in connection therewith) of the Company.

(b) Survival.

All of the agreements, representations and warranties made by each Party hereto in this Agreement shall survive the Conversion and the

consummation of the other transactions contemplated hereby.

and Expenses. Each Party will be responsible for each such Party’s own legal and other expenses incurred in connection with

the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby, including the Conversion.

(d) Further

Assurances. From time to time, at another Party’s request and without further consideration (but at the requesting Party’s

reasonable cost and expense), each Party shall execute and deliver such additional documents and take all such further action as may be

reasonably necessary to consummate the transactions contemplated by this Agreement.

(e) Notices.

All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (i)

when delivered in person, (ii) when delivered by email, with affirmative confirmation of receipt, (iii) one business day after being sent,

if sent by reputable, internationally recognized overnight courier service or (iv) three (3) business days after being mailed, if sent

by registered or certified mail, prepaid and return receipt requested, in each case to the applicable Party at the following addresses

(or at such other address for a Party as shall be specified by like notice):

If to the Company, to:

Veea Inc.

164 E. 83rd Street

New York, New York 10028

Attn: Greg Deisher

Email: [***]

with a copy (which shall not

constitute notice) to:

Ellenoff Grossman & Schole

LLP

1345 Avenue of the Americas, 11th Fl.

New York, New York 10105

Attn: Stuart Neuhauser, Esq., Jonathan Deblinger,

Esq.

Email: [***]

If to a Noteholder, to the address set forth underneath the Noteholder’s name on the signature pages hereto.

(f) Entire

Agreement. This Agreement constitutes the entire agreement among the Parties with regard to the subject matter hereof, and supersedes

any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject

matter hereof.

(g) Assignment;

Successors and Assigns; No Third-Party Beneficiaries. Neither this Agreement nor any rights or obligations that may accrue to a Noteholder

hereunder (other than the Conversion Shares acquired hereunder, if any, subject to applicable securities laws) may be transferred or assigned

by the Noteholder without the prior written consent of the Company, and any purported transfer or assignment without such consent shall

be null and void ab initio. This Agreement shall be binding upon, and inure to the benefit of the Parties hereto and their respective

heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties,

covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators,

successors, legal representatives and permitted assigns. Except for the rights of the Noteholder Indemnified Parties and the Company Indemnified

Parties set forth in Sections 2(d) and 2(e), respectively, this Agreement shall not confer any rights or remedies upon any

person other than the Parties hereto, and their respective successor and assigns.

(h) Amendment;

Waiver. This Agreement may not be amended, modified or terminated except by an instrument in writing signed by each of the Parties

hereto. This Agreement may not be waived except by an instrument in writing signed by the Party against whom enforcement of waiver is

sought. No failure or delay by a Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial

exercise thereof preclude any other or further exercise of any other right hereunder.

(i) Severability.

If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining

provisions of this Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect. Upon such

determination that any provision is invalid, illegal or unenforceable, the Parties will substitute for any invalid, illegal or unenforceable

provision a suitable and equitable provision that carries out so far as may be valid, legal and enforceable, the intent and purpose of

such invalid, illegal or unenforceable provision.

(j)

Governing Law; Jurisdiction; Jury Trial Waiver. This Agreement, and

all actions or matters based hereon, or arising out of, under or in connection herewith, or any transaction contemplated hereby, shall

be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles relating to conflict

of laws that would result in the application of the laws of any other jurisdiction. Each Party hereby irrevocably and unconditionally

submits, for itself and its property, to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery

Court of the State of Delaware declines to accept jurisdiction, any federal court within State of Delaware), and any appellate courts

thereof, in any action or proceeding arising out of or relating to this Agreement, and each Party hereby irrevocably and unconditionally

(i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action

or proceeding may be heard and determined in such court, (iii) waives, to the fullest extent it may legally and effectively do so, any

objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court, and (iv) waives,

to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such

court. Each Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions

by suit on the judgment or in any other manner provided by law. Each Party irrevocably consents to the service of the summons and complaint

and any other process in any other proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its

property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 6(e). Nothing

in this Section 6(j) shall affect the right of any party to serve legal process in any other manner permitted by law. Each

Party hereby knowingly, voluntarily and intentionally irrevocably waives the right to a trial by jury in respect to any litigation, dispute,

claim, legal action or other legal proceeding based hereon, or arising out of, under, or in connection with, this Agreement or the transactions

contemplated hereby.

(k) Specific

Performance. The Parties hereto acknowledge and agree that irreparable damage may occur in the event that any of the provisions of

this Agreement are not performed in accordance with their specific terms or are otherwise breached, and that monetary damages may not

be an adequate remedy for such breach and the non-breaching Party shall be entitled to seek injunctive relief, in addition to any other

remedy that such Party may have in law or in equity, and to enforce specifically the terms and provisions of this Agreement, without the

requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other

right or remedy to which such Party may be entitled under this Agreement, at law or in equity.

(l) Public

Disclosure. The Noteholder hereby consents to the publication and disclosure in any press release issued by the Company or Current

Report on Form 8-K filed by the Company with the SEC in connection with the execution and delivery of this Agreement and the filing of

any related documentation by the Company with the SEC (and, as and to the extent otherwise required by the federal securities laws or

the SEC or any other securities authorities, any other documents or communications provided by the Company to any governmental authority

or to security holders of the Company) of the Noteholder’s identity and beneficial ownership of Conversion Shares and the Common

Stock and the nature of the Noteholder’s commitments, arrangements and understandings under and relating to this Agreement and,

if deemed appropriate by the Company, a copy of this Agreement or the form hereof.

(m) Independent

Nature of Investment. The obligations of the Noteholder under this Agreement are several and not joint with the obligations of any

other Noteholder hereunder, and the Noteholder shall not be responsible in any way for the performance of the obligations of any other

Noteholder under this Agreement. The decision of the Noteholder to participate in the Conversion and receive the Conversion Shares pursuant

to this Agreement has been made by the Noteholder independently of any other Noteholder hereunder and independently of any information,

materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition

(financial or otherwise) or prospects of the Company or any of their respective subsidiaries which may have been made or given by any

other Noteholder or by any agent or employee of any other Noteholder, and neither the Noteholder nor any of its agents or employees shall

have any liability to any other Noteholder (or any other person) relating to or arising from any such information, materials, statements

or opinions. Nothing contained in this Agreement, and no action taken by any Noteholder pursuant hereto, shall be deemed to constitute

any of the Noteholders together as a partnership, association, joint venture or any other kind of entity, or create a presumption that

any of the Noteholders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated

by this Agreement. The Noteholder acknowledges that no other Noteholder has acted as an agent for the Noteholder in connection with making

its investment decision hereunder and no other Noteholder will be acting as an agent of the Noteholder in connection with monitoring its

investment in the Conversion Shares or enforcing its rights under this Agreement. The Noteholder shall be entitled to independently protect

and enforce its rights under this Agreement, and it shall not be necessary for any other Noteholder to be joined as an additional party

in any proceeding for such purpose.

(n) Interpretation.

The headings, titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting

this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used shall include the corresponding masculine,

feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) the term “including”

(and with correlative meaning “include”) shall be deemed in each case to be followed by the words “without limitation”;

and (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import shall be deemed

in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement. As used in

this Agreement, the term: (x) “business day” shall mean any day other than a Saturday, Sunday or a legal holiday on which

commercial banking institutions in New York, New York are authorized to close for business (excluding as a result of “stay at home”,

“shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any

physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for

wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day); (y) “person”

shall refer to any individual, corporation, partnership, trust, limited liability company or other entity or association, including any

governmental or regulatory body, whether acting in an individual, fiduciary or any other capacity; and (z) “affiliate” shall

mean, with respect to any specified person, any other person or group of persons acting together that, directly or indirectly, through

one or more intermediaries controls, is controlled by or is under common control with such specified person (where the term “control”

(and any correlative terms) means the possession, direct or indirect, of the power to direct or cause the direction of the management

and policies of such person, whether through the ownership of voting securities, by contract or otherwise). The Parties have participated

jointly in the negotiation and drafting of this Agreement. Consequently, 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 provision of this Agreement.

(o) Counterparts.

This Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties

in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and

delivered shall be construed together and shall constitute one and the same agreement.

{remainder of page intentionally left blank;

signature page follows}

IN WITNESS WHEREOF,

the Parties hereto have caused this Agreement to be executed and delivered by their duly authorized representatives as of the date first

above written.

The Company:

VEEA INC.

/s/ Janice K Smith

Name:

Janice K Smith

Title:

EVP & COO

{Signature Page to Note Conversion Agreement}

The Noteholders:

NLABS INC.

/s/ Allen Salmasi

Name:

Allen Salmasi

Title:

President & CEO

Address

for Notice:

NLabs Inc.

Address:

[***]

Attn:

[***]

Email:

[***]

Telephone:

[***]

{Signature Page to Note Conversion Agreement}

Schedule 1 to Note Conversion Agreement

Promissory Notes

[ ]

Exhibit A

Accredited Investor Questionnaire

[ ]

A-1

EX-10.2 — CONVERSION AGREEMENT, DATED MARCH 30, 2026, BY AND AMONG THE COMPANY, NLABS INC., AND 83RD STREET LLC

EX-10.2

Filename: ea028404001ex10-2.htm · Sequence: 5

Exhibit 10.2

CONFIDENTIAL

CONVERSION AGREEMENT

This Conversion Agreement

(this “Agreement”), is made and entered into as of March 30, 2026, by and among (i) Veea Inc., a Delaware

corporation (the “Company”), (ii) VeeaSystems Inc., a Delaware corporation (f/k/a Veea Inc. (“VeeaSystems”),

(iii) NLabs Inc., a Delaware corporation (“NLabs”) and (iii) 83rd Street LLC, a Delaware limited

liability company (“83rd Street”). NLabs and 83rd Street are each sometimes referred to

herein individually as a “Creditor” and collectively as the “Creditors”. The Company,

VeeaSystems, NLabs and 83rd Street are each sometimes referred to herein individually as a “Party”

and collectively as the “Parties”. Capitalized terms used and not otherwise defined herein shall have the meanings

given to those terms in the respective Lease Agreements (as hereinafter defined).

WHEREAS, VeeaSystems

and NLabs are party to that certain Sublease Agreement dated as of March 1, 2014 covering a portion of the premises located at 164 E 83rd

Street (as amended through the date hereof, the “Sublease;

WHEREAS, as of the date

hereof, base rent and common area maintenance charges under the Sublease in the aggregate amount of $2,000,000 remain unpaid to NLabs

(“Outstanding Sublease Amount”);

WHEREAS, VeeaSystems

and 83rd Street are party to that certain Lease Agreement dated as of April 1, 2027 covering the entirety of the premises located

at 166 E 83rd Street (as amended through the date hereof, the “Lease”, and together with the Sublease,

the “Lease Agreements); and

WHEREAS, as of the date

hereof, rent under the Lease in the aggregate amount of $2,323,600 remains unpaid (“Outstanding Lease Amount”

and together with the Outstanding Sublease Amount, the “Outstanding Amounts”);

WHEREAS, VeeaSystems

is a wholly owned subsidiary of the Company and NLabs and 83rd Street are affiliates of the Company’s chief executive

officer;

WHEREAS, the Parties

have agreed that as soon as practicable but no later than one business day following the execution of this Agreement (such date, the

“Conversion Date”), the Outstanding Amounts due under the Lease Agreements shall automatically convert into

shares of Series A preferred stock, par value $0.0001 per share, of the Company (“Preferred Stock”) at a price

of $100.00 per share (the “Per Share Price”), and as of the Conversion Date, the Outstanding Amounts shall

be deemed paid in full with VeeaSystems having no further obligation to pay such amounts.

NOW THEREFORE, in consideration

of the premises and the mutual covenants and agreements of the Parties hereinafter set forth, the Parties intending to be legally bound

hereto hereby agree as follows:

1. Conversion

of Outstanding Amounts. Each Creditor hereby agrees, upon the terms and subject to the conditions set forth herein, that, upon

the Conversion Date, all of the Outstanding Amounts owed to such Creditor as of the Conversion Date (the “Converted Obligations”),

with respect to the Sublease and the Lease, as applicable, shall automatically convert (the “Conversion”) into

shares of Preferred Stock at the Per Share Price (such shares, the “Conversion Shares”). Each Creditor shall

execute and deliver to the Company any and all additional documents reasonably required by the Company or its counsel as shall be required

for the issuance of the shares of Preferred Stock to the Creditors in connection with the Conversion. Upon the Conversion, the Company

shall reflect such issuance of the Preferred Stock in its books and records. The Parties hereby further acknowledge and agree that the

Conversion shall fully satisfy all of the obligations of VeeaSystems to the Creditors with respect to payment of the Outstanding Amounts,

no other term of the Lease Agreements shall be deemed amended or modified in any respect by this Agreement and the Lease Agreements shall

continue in full force and effect.

2. Registration

Rights.

(a) The

Company agrees that it will use commercially reasonable efforts file with the U.S. Securities and Exchange Commission (the “SEC”),

at the Company’s sole cost and expense, a registration statement (the “Registration Statement”) registering

the resale of the Conversion Shares by the Creditors under the Securities Act of 1933, as amended (the “Securities Act”)

within sixty (60) days after the Conversion Date (the “Filing Deadline”), and the Company shall use its commercially

reasonable efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof. The Company

agrees that the Company will use its commercially reasonable efforts to cause such Registration Statement or another registration statement

(which may be a “shelf” registration statement) to remain effective with respect to each Creditor’s Conversion Shares

until the earlier of (i) two years from the issuance of the Conversion Shares, (ii) the date on which such Creditor ceases to hold the

Conversion Shares covered by such Registration Statement, or (iii) the first date on which such Creditor can sell all of its Conversion

Shares (or shares received in exchange therefor) under Rule 144 promulgated under the Securities Act (“Rule 144”)

without limitation as to the manner of sale or the amount of such securities that may be sold. Each Creditor agrees to disclose to the

Company upon request its beneficial ownership, as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934,

as amended (the “Exchange Act”), of the Conversion Shares to assist the Company in making the determination

described above. The Company’s obligations to include each Creditor’s Conversion Shares in the Registration Statement are

contingent upon such Creditor furnishing in writing to the Company such information regarding such Creditor, the securities of the Company

held by such Creditor and the intended method of disposition of the Conversion Shares as shall be reasonably requested by the Company

to effect the registration of the Conversion Shares, and such Creditor shall execute such documents in connection with such registration

as the Company may reasonably request that are customary of a selling stockholder in similar situations. If the SEC prevents the Company

from including any or all of the Conversion Shares proposed to be registered for resale under the Registration Statement due to limitations

on the use of Rule 415 of the Securities Act for the resale of the Company’s securities by the applicable stockholders or otherwise,

(i) such Registration Statement shall register for resale such number of the Company securities which is equal to the maximum number of

the Company securities as is permitted by the SEC and (ii) the number of the Company securities to be registered for each selling stockholder

named in the Registration Statement shall be reduced pro rata among all such selling stockholders (including pro rata amongst the Creditors)

and as promptly as practicable after being permitted to register additional Conversion Shares under Rule 415 under the Securities Act,

the Company shall file a new Registration Statement to register such Conversion Shares not included in the initial Registration Statement

and cause such Registration Statement to become effective as promptly as practicable consistent with the terms of this Section 2.

The Company will provide a draft of the Registration Statement to the Creditors for review reasonably in advance of filing the Registration

Statement. In no event shall a Creditor be identified as a statutory underwriter in the Registration Statement unless requested by the

SEC; provided, that if the SEC requests that a Creditor be identified as a statutory underwriter in the Registration Statement, such Creditor

will have an opportunity to withdraw from the Registration Statement. For purposes of clarification, any failure by the Company to file

the Registration Statement by the Filing Deadline shall not otherwise relieve the Company of its obligations to file the Registration

Statement or effect the registration of the Conversion Shares set forth in this Section 2. For as long as a Creditor holds the

Conversion Shares issued pursuant to this Agreement, the Company will (i) make and keep public information available, as those terms are

understood and defined in Rule 144, (ii) file in a timely manner all reports and other documents with the SEC required under the Exchange

Act, as long as the Company remains subject to such requirements, and (iii) provide all customary and reasonable cooperation necessary,

in each case, to enable the such Creditor to resell the Conversion Shares pursuant to the Registration Statement or Rule 144 (when Rule

144 becomes available to the Creditor), as applicable.

(b) The

Company shall, at its sole expense, advise the Creditors within five (5) business days: (i) when the Registration Statement or any amendment