Exhibit 10.1

EXECUTION VERSION

LOAN AGREEMENT

($5,550,000 Initial Term Loan and $5,000,000 Accordion)

THIS LOAN AGREEMENT (this “Agreement”) is made effective as of February 17, 2026 (the “Effective Date”), by and among PASADENA PRIVATE LENDING INC., a Delaware corporation (together with its successors and assigns, “Lender”), VEEASYSTEMS INC., a Delaware corporation (the “Borrower”), VEEA INC., a Delaware corporation (“Parent Guarantor”), VEEA SOLUTIONS INC., a Delaware corporation (“Solutions”), VEEASYSTEMS DEVELOPMENT INC., a Delaware corporation (“Development”), VEEASYSTEMS CK INC., a Delaware corporation (“CK”), ALLEN SALMASI, an individual residing in the State of New York (“AS”), and NICOLE SALMASI an individual residing in the State of New York (“NS” and together with AS, each an “Individual Guarantor” and together the “Individual Guarantors”) with respect to the following:

1. DEFINITIONS. As used in this Agreement, the following definitions shall apply:

“Accordion Effective Date” has the meaning given to such term in Section 2(b).

“Accordion Notice” has the meaning given to such term in Section 2(b).

“Accordion Term Loan” has the meaning given to such term in Section 2(b).

“Affiliate” means, as to any Person, any other Person that (i) owns directly or indirectly ten percent (10%) or more of all Equity Interests in such Person, or (ii) controls, is controlled by or is under common control with such Person.

“Bankruptcy Code” means Title 11 of the United States Code, as amended.

“Basis Point” means one one-hundredth of one percent (0.01%).

“Business Day” means any day other than Saturday, Sunday and any day which is a legal holiday in the State of California or the State of New York.

“Carveout Debt Obligations” means:

(a) Vendor Financing in an aggregate principal amount of up to $2,500,000 at any time outstanding;

(b) Permitted Purchase Order Financing in an aggregate amount of up to $15,000,000 at any time outstanding; and

(b) Junior Debt.

“Change of Control” means the occurrence of any of the following events:

(a) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act of 1934, as amended) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act of 1934, as amended) (other than the Parent Guarantor, any of its Subsidiaries, any Permitted Holder, an employee benefit plan maintained by the Parent Guarantor or any of its Subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Parent Guarantor), directly or indirectly, of securities of the Parent Guarantor representing fifty percent (50%) or more of the total voting power represented by the Parent Guarantor’s then outstanding voting securities; or (b) a change in the composition of the Parent Guarantor’s board of directors occurring within a two-year period, as a result of which fewer than a majority of the directors thereof are Incumbent Directors; or

(c) a Permitted Holder failing to be the “beneficial owner” directly or indirectly, of securities of the Parent Guarantor representing thirty percent (30%) or more of the total voting power represented by the Parent Guarantor’s then outstanding voting securities; or

(d) the merger or consolidation of the Parent Guarantor with or into another corporation where the shareholders of the Parent Guarantor, immediately prior to the consolidation or merger, would not, immediately after the consolidation or merger, beneficially own (as such term is defined in Rule 13d-3 under the Exchange Act of 1934, as amended), directly or indirectly, shares representing in the aggregate 50% or more of the combined voting power of the securities of the corporation issuing cash or securities in the consolidation or merger (or of its ultimate parent corporation, if any) in substantially the same proportion as their ownership of the Parent Guarantor immediately prior to such merger or consolidation; or

(e) the sale or other disposition of all or substantially all of the Parent Guarantor’s assets to an entity, other than a sale or disposition by the Parent Guarantor of all or substantially all of the Parent Guarantor’s assets to an entity, at least 50% of the combined voting power of the voting securities of which are owned directly or indirectly by shareholders of the Parent Guarantor, immediately prior to the sale or disposition, in substantially the same proportion as their ownership of the Parent Guarantor immediately prior to such sale or disposition; or

(f) Parent Guarantor shall cease for any reason to have record and beneficial ownership of 100% of the Equity Interests of Borrower, except as provided herein.

Notwithstanding the foregoing, a transaction shall not constitute a Change of Control if its sole purpose is to change the jurisdiction of incorporation of the Parent Guarantor or Borrower or to create a holding company that will be owned in substantially the same proportions by the persons who held the Parent Guarantor’s or Borrower’s securities immediately before such transaction (such transactions being “Permitted COC Transactions”).

“Collateral” means the Personal Property Collateral and the Pledged Collateral.

“Debt” means the outstanding principal amounts of the Loans and the Junior Debt, together with all accrued and unpaid interest thereon and all other sums due to Lender, or any Junior Debt holder(s) with respect to the same.

“Debt Service Coverage Ratio” means, for a measurement period, the ratio of (a) Borrower’s EBITDA for such period, to (b) the cash interest and scheduled cash principal payments due, declared or paid on all Debt for the same period. For purposes of this ratio, a measurement period means (i) for the fiscal quarter ended June 30, 2027, the period commencing April 1, 2027 and ending on June 30, 2027, (ii) for each of the fiscal quarters ended September 30, 2027, December 31, 2027 and March 31, 2028, the period commencing April 1, 2027 and ending on last day each such fiscal quarter, and (iii) for the fiscal quarter ended March 31, 2028 and each fiscal quarter ended thereafter, the period shall consist of the preceding four (4) fiscal quarters from the date the ratio is measured.

“Default” means any condition or event which with the giving of notice or lapse of time or both would, unless cured or waived, become an Event of Default.

“Domestic Subsidiary” means any subsidiary that is organized under the laws of any political subdivision of the United States of America.

“EBITDA” means, with respect to any period, the net income (or loss) for that period, plus interest expense for that period, plus federal, state, and local income taxes, if any, for that period, plus depreciation and amortization charges for that period, plus any non-cash compensation charges for such period, plus any owner compensation in excess of $250,000; provided that all extraordinary or non-recurring gains, losses, charges or expenses for a period will be excluded from net income (loss) in calculating EBITDA for such period.

“EBITDA to All Interest and Loan Amortization Ratio” means, for any period, measured through the most recent fiscal quarter end and on a four-quarter trailing basis as applicable, the ratio of (a) Borrower’s EBITDA for such period, to (b) the sum of the cash interest and scheduled cash principal payments due, declared or paid on all Debt for the same period. For purposes of this ratio, (i) prior to the one (1) year anniversary of the Effective Date, the period shall consist of the period from the Effective Date to the date the ratio is measured, and (ii) subsequent to the one (1) year anniversary of the Effective Date, the period shall consist of the preceding twelve (12) months from the date the ratio is measured.

“Embargoed Person” means any Person identified by OFAC or any other Person with whom a Person resident in the United States of America may not conduct business or transactions by prohibition of federal law or Executive Order of the President of the United States of America.

“Encumbrance” means any charge, equitable interest, deed of trust, lien, option, pledge, security interest, or right of first refusal.

“Equity Interest(s)” means all shares of stock, partnership interests, membership interests, membership units or other ownership interests in any Person and all warrants, options or other rights to acquire the same.

“Event of Default” has the meaning given to such term in Section 2.01 of the Notes, subject to Section 7 of this Agreement.

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

“Fidelity Account” means the account(s) subject to the Fidelity Account Agreement.

“Fidelity Account Agreement” that certain Control Agreement for Collateral Accounts, to be entered into by and among Fidelity Brokerage Services LLC, National Financial Services LLC, Individual Guarantor(s) and Lender.

“Financial Covenant” has the meaning given to such term in Section 5(a).

“GAAP” means generally accepted accounting principles in the United States of America as of the date of the applicable financial report.

“Guarantors” means, collectively, the Parent Guarantor, Development, Solutions, CK, Individual Guarantors, and each other Person who may execute a guaranty agreement and become party to this Agreement, and “Guarantor” means each of the Parent Guarantor, Development, Solutions, CK, Individual Guarantors and each such other Person, individually.

“Guaranty Agreements” has the meaning given to such term in Section 3.

“Incumbent Directors” means directors who either (A) are directors of the Parent Guarantor as of the Effective Date, or (B) are elected, or nominated for election, to the board of directors of the Parent Guarantor with the affirmative votes of at least a majority of the Incumbent Directors at the time of such election or nomination (but will not include an individual whose election or nomination is in connection with an actual or threatened proxy contest relating to the election of directors of the Parent Guarantor).

“Indebtedness” means, without duplication, (a) indebtedness for borrowed money or the deferred price of property or services, such as reimbursement and other obligations for surety bonds and letters of credit (other than trade accounts payable incurred in the ordinary course of business and not past due for more than ninety (90) days and accrued obligations incurred in the ordinary course of business if not paid after becoming due and payable), (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations, (d) all obligations upon which interest charges are customarily paid, (e) all liabilities under any Prohibited Financing Program or Permitted Purchase Order Financing that would be outstanding as principal at such time thereunder if the same were structured as a lending arrangement rather than a purchase and sale (or similar) arrangement, (f) all direct or indirect liability, contingent or otherwise, with respect to any indebtedness, lease, dividend or other obligation of another Person if the primary purpose or intent of the Person incurring such liability, or the primary effect thereof, is to provide assurance to the obligee of such liability that such liability will be paid or discharged, or that any agreements relating thereto will be complied with, or that the holders of such liability will be protected (in whole or in part) against loss with respect thereto, or (g) all direct or indirect liability, contingent or otherwise, to make take-or-pay or similar payments if required regardless of nonperformance by any other party or parties to an agreement.

“Initial Term Loan” has the meaning given to such term in Section 2(a).

“Initial Term Note” has the meaning given to such term in Section 2(a).

“Junior Debt” means all Indebtedness or other obligations of Borrower owing to any Affiliate of Borrower or any direct or indirect shareholder of Borrower; provided that the holder of such Junior Debt shall have executed and delivered to Lender a subordination agreement relating to such Indebtedness or other obligation and any Lien securing such Indebtedness which is consistent with the requirements of this Agreement and otherwise in form and substance reasonably satisfactory to Lender.

“Liquidity” means, as of any date of determination, the aggregate amount of unrestricted cash and Marketable Securities (in each case, not subject to any Encumbrances other than the Encumbrances described in clause (f) of the definition of “Permitted Encumbrances”) held by Individual Guarantors.

“Loan Documents” has the meaning given to such term in Section 3.

“Loan Parties” means the Borrower and the Guarantors.

“Loans” means the Initial Term Loan and the Accordion Term Loan.

“Marketable Securities” means securities listed, and regularly traded, without restriction on a nationally recognized securities exchange in the United States (i.e., the New York Stock Exchange, Nasdaq or a similar exchange approved by Lender).

“Material Adverse Effect” means a material adverse effect on the value, current use or operation of the property, the business, operations or condition (financial or otherwise) of Borrower and its Domestic Subsidiaries taken as a whole or any Guarantor, Borrower’s ability to pay its obligations when due, or Borrower’s ability to perform its obligations under the Loan Documents.

“Maximum Total Liabilities to Total Tangible Assets” means, as of any time of determination, (a) all amounts that would be included under total liabilities on a consolidated balance sheet of Borrower and its subsidiaries at such time (including all Indebtedness of Borrower and its subsidiaries at such time other than Junior Debt) less, without duplication (i) all non-cash liabilities and (ii) all Carveout Debt Obligations, divided by (b) all amounts that would be included under total assets on a consolidated balance sheet of Borrower and its subsidiaries at such time less all intangible assets of Borrower and its subsidiaries at such time; provided, that inventory shall be valued at the higher of then net book value reflected on the Borrower’s consolidated balance sheet and 60% of the then gross sales price of such inventory.

“Notes” has the meaning given such term in Section 2(b), together with each promissory note issued upon assignment of all or any portion of Lender’s interest in the Loans (in accordance with the terms hereof) and any instruments issued in amendment, restatement or replacement of any of the foregoing.

“Permitted Encumbrances” means:

(a) Encumbrances granted in favor of Lender to secure the Loans or other obligations under the Loan Documents;

(b) Encumbrances for taxes, assessments or governmental charges or levies not yet due or, if due, that are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been set aside for the payment of such amounts by such Person and for which appropriate provisions are maintained on the books of such Person in accordance with GAAP;

(c) Encumbrances of suppliers, carriers, materialmen, warehousemen, workmen or mechanics and other similar Encumbrances, in each case imposed by law or arising in the ordinary course of business, that are not overdue for a period of more than 90 days or that are being contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves or other appropriate provisions are maintained on the books of such Person in accordance with GAAP;

(d) Encumbrances, pledges or cash deposits made in the ordinary course of business (i) in connection with workers’ compensation, unemployment insurance or other types of social security benefits (other than any Encumbrance imposed by the United States Employee Retirement Income Security Act of 1974, as amended), (ii) to secure the performance of bids, tenders, leases (other than capital leases), sales or other trade contracts (other than for the repayment of borrowed money) or (iii) made in lieu of, or to secure the performance of, surety, customs, reclamation or performance bonds and other obligations of a like nature incurred in the ordinary course of business (in each case not related to judgments or litigation);

(e) Easements, zoning restrictions, encroachments, rights-of-way and other similar encumbrances or restrictions affecting real property of Borrower as of the date hereof (but expressly excluding monetary Encumbrances), or with respect to any such future easements, zoning restrictions, encroachments, rights-of-way and other encumbrances or restrictions, that may affect such real property from time to time (but expressly excluding monetary Encumbrances), and that do not in any such case, either individually or in the aggregate, and whether now existing or existing in the future, materially interfere with the ability of Borrower to conduct its business or to utilize such real property for its intended purposes, and that further do not in any case, either individually or in the aggregate, materially detract from the value of the real property subject thereto; (f) Encumbrances arising solely by virtue of any contractual or statutory or common law provision relating to banker’s liens, rights of set-off or similar rights and remedies as to deposit accounts and other funds maintained with a creditor depository institution; provided, that any such deposit account is not a dedicated cash collateral account in favor of such depository institution and not otherwise intended to provide collateral security (other than for customary account commissions, fees and reimbursable expenses relating solely to such deposit account, and for returned items);

(g) non-exclusive licenses or sublicenses of intellectual property granted to other Persons in the ordinary course of business not materially interfering with the conduct of the business of Borrower;

(h) any interest of a licensor or sublicensor under any license or sublicense permitted by this Agreement as to which Borrower is the licensee or sublicensee, if such license or sublicense was granted in the ordinary course of business and does not materially interfere with the business of Borrower;

(i) real estate security deposits with respect to leaseholds in the ordinary course of business;

(j) any interest or title of a lessor under any lease (including any capital lease) or sublease entered into by Borrower in the ordinary course of its business and covering only the assets so leased;

(k) Encumbrances solely on any cash earnest money deposits made by Borrower or any of its Affiliates in connection with any letter of intent or purchase agreement permitted hereunder;

(l) Encumbrances securing any Vendor Financing permitted under the definition of “Carveout Debt Obligations” provided that any such Encumbrance shall encumber only the new inventory acquired with the proceeds of such Vendor Financing and proceeds and products thereof, accessions thereto and improvements thereon;

(m) Encumbrances with Lender’s prior written consent that secure any Indebtedness described in clause (k) of the definition of “Permitted Indebtedness”; and

(n) Encumbrances set forth on Schedule 5(d).

“Permitted Holder” means AS (or Affiliates of AS to the extent such Affiliates are controlled by AS).

“Permitted Indebtedness” means:

(a) Borrower’s Indebtedness to Lender under this Agreement and the other Loan Documents;

(b) Indebtedness incurred in the ordinary course of business in respect of bid bonds, workers’ compensation claims, self-insurance obligations, bankers’ acceptances, performance or surety bonds, appeal bonds or similar obligations issued for the account of, and completion guarantees and similar obligations provided by Borrower or its subsidiaries, including unsecured guarantees or obligations with respect to letters of credit supporting such bid bonds, performance bonds, surety bonds and similar obligations; (d) Indebtedness consisting of the financing of insurance premiums in the ordinary course of business;

(c) Junior Debt;

(e) (i) cash management obligations and other Indebtedness in respect of netting services, automatic clearinghouse arrangements, overdraft protections, employee credit card programs and other cash management and similar arrangements in the ordinary course of business (and not in respect of any borrowed money) and (ii) Indebtedness arising from the honoring by a bank or other financial institution of a check, draft, credit card, purchase card or similar instrument drawn against insufficient funds in the ordinary course of business or other cash management services (including automated clearinghouse (ACH) transfers) in the ordinary course of business; provided that such Indebtedness in respect of credit or purchase cards is extinguished within 60 days from its incurrence;

(f)  Indebtedness incurred by Borrower in respect of letters of credit, bank guarantees, bankers’ acceptances, warehouse receipts or similar instruments in respect of workers compensation claims, health, disability or other employee benefits or property, casualty or liability insurance or self-insurance or other Indebtedness with respect to reimbursement-type obligations regarding workers compensation claims, in each case, in the ordinary course of business;

(g) Indebtedness constituting (i) contingent or deferred payment obligations (including, but not limited to, seller financing or severance, retention, earn-out, non-compete and consulting payments, together with any interest or similar charge of expense imputed or otherwise accrued in respect to any of the foregoing) and (ii) trade payables arising in the ordinary course of business (which for the avoidance of doubt, shall include credit card balances incurred in the ordinary course of business), provided that such payables are paid within 120 days after the invoicing thereof unless (x) such those payables that are being contested in good faith by appropriate proceedings and with respect to which adequate reserves have been made in accordance with GAAP or (y) payment thereof has been mutually agreed by Borrower and such counterparty;

(h) other Indebtedness existing on the Effective Date and reflected in the Financial Statements;

(i) Indebtedness constituting Carveout Debt Obligations;

(j) Additional Indebtedness in an aggregate amount not to exceed $100,000 at any time;

(k) other Indebtedness with Lender’s prior written consent; and

(l) refinancings, renewals or extensions of the foregoing Indebtedness provided (i) such refinancings, renewals, or extensions do not result in an increase in the principal amount of such Indebtedness so refinanced, renewed, or extended, other than by the amount of premiums paid thereon, the fees and expenses incurred in connection therewith, any accrued and unpaid interest and by the amount of unfunded commitments with respect thereto, (ii) such refinancings, renewals, or extensions do not result in a shortening of the final stated maturity or the average weighted maturity (measured as of the refinancing, renewal, or extension) of such Indebtedness so refinanced, renewed, or extended, nor are they on terms or conditions that, taken as a whole, are materially adverse to the interests of the Lender, (iii) if such Indebtedness that is refinanced, renewed, or extended was subordinated in right of payment to the Loans, then the terms and conditions of the refinancing, renewal, or extension must include subordination terms and conditions that are not less favorable to the Lender as those that were applicable to the refinanced, renewed, or extended Indebtedness in any material respect.

“Permitted Purchase Order Financing” means a purchase order financing entered into by Borrower or any of its Domestic Subsidiaries solely to the extent the following conditions have been satisfied in respect thereof: (i) Borrower has provided Lender thirty (30) days prior written notice detailing the terms of such purchase order financing, (ii) during such thirty (30) day period, Borrower has offered to Lender a right of first refusal to provide such financing on substantially similar terms as described to Lender in the notice of such purchase order financing, (iii) Lender has declined to exercise such right of first refusal during such thirty (30) day notice period, (iv) the Lender has consented in writing to such purchase order financing, such consent not be unreasonably withheld, delayed or conditioned, (v) the final documentation for such purchase order financing is on the same terms as described in the applicable notice and Borrower shall have provided Lender with copies of final versions and executed copies of all documents to be entered into or entered into in connection with such purchase order financing, and (vi) such purchase order financing is not amended in respect of material economic terms without the prior written consent of the Lender.

“Person” means any individual, corporation, partnership, joint venture, limited liability company, estate, trust, unincorporated association, any federal, state, county or municipal government or any bureau, department or agency thereof and any fiduciary acting in such capacity on behalf of any of the foregoing.

“Personal Property Collateral” means the “Collateral” as such term is defined in the Security Agreements.

“Pledge Agreement (Borrower)” means that certain Pledge Agreement, dated of even date herewith, executed by Borrower, as pledgor, for the benefit of Lender, as pledgee, pursuant to which Borrower will pledge all of its right, title and interest in and to its ownership interests in Solutions, Development, and , as the same may be amended, modified, supplemented or restated from time to time.

“Pledge Agreement (Parent Guarantor)” means that certain Pledge Agreement, dated of even date herewith, executed by Parent Guarantor, as pledgor, for the benefit of Lender, as pledgee, pursuant to which Parent Guarantor will pledge all of its right, title and interest in and to its ownership interests in the Borrower, as the same may be amended, modified, supplemented or restated from time to time.

“Pledge Agreements” means the Pledge Agreement (Parent Guarantor), Pledge Agreement (Borrower), together with any other pledge or similar agreement from time to time executed by Borrower or any Pledgor or any other Person for the benefit of Lender and intended to secure the Loans or any obligations under this Agreement.

“Pledged Collateral” means the “Pledged Collateral” as defined in the Pledge Agreements.

“Pledgor” shall have the meaning specified in the Pledge Agreements.

“Prohibited Financing Programs” means any merchant cash advance program or any other financing, factoring or other cash advance program providing for the advance sale or other disposition of trade or other receivables or other similar assets; provided, that, notwithstanding the foregoing, Permitted Purchase Order Financings that are Carve-out Debt Obligations shall not be deemed to be Prohibited Financing Programs.

“Property” means all property and assets of Borrower, including, without limitation, all Personal Property Collateral.

“Quarterly Compliance Certificate” has the meaning given to such term in Section 5(a).

“Restricted Payment” means: (a) any payment of any part or all of any Junior Debt (including, without limitation, any cash interest payment in respect thereof) and (b) any payment of any dividends, distributions or other amounts to Holdings or any shareholder, member, manager or any other Affiliate of Borrower.

“SEC” means the United States Securities and Exchange Commission.

“SEC Reports” has the meaning given to such term in Section 4(c)(i).

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.

“Security Agreement (Borrower)” means that certain Security Agreement, dated of even date with this Agreement, by Borrower for the benefit of Lender and granting a lien and security interest in the applicable Collateral as security for the Loan, as the same may be amended, modified, supplemented or restated from time to time.

“Security Agreement (CK)” means that certain Security Agreement, dated of even date with this Agreement, by CK for the benefit of Lender and granting a lien and security interest in the applicable Collateral as security for the Loan, as the same may be amended, modified, supplemented or restated from time to time.

“Security Agreement (Development)” means that certain Security Agreement, dated of even date with this Agreement, by Development for the benefit of Lender and granting a lien and security interest in the applicable Collateral as security for the Loan, as the same may be amended, modified, supplemented or restated from time to time.

“Security Agreement (Solutions)” means that certain Security Agreement, dated of even date with this Agreement, by Solutions for the benefit of Lender and granting a lien and security interest in the applicable Collateral as security for the Loan, as the same may be amended, modified, supplemented or restated from time to time.

“Security Agreements” means the Security Agreement (Borrower), the Security Agreement (CK), the Security Agreement (Development), the Security Agreement (Solutions), together with any other security or similar agreement from time to time executed by any other Person for the benefit of Lender and intended to secure the Loans or any obligations under this Agreement.

“Senior Debt to EBITDA Ratio” means, for a measurement period, the ratio of (i) the outstanding principal balance of the Loans and all other Indebtedness for borrowed money of Borrower outstanding as of such date of determination, excluding Junior Debt, divided by (ii) Borrower’s EBITDA for such period. For purposes of this ratio, a measurement period means (i) for the fiscal quarter ended June 30, 2027, the period commencing April 1, 2027 and ending on June 30, 2027, (ii) for each of the fiscal quarters ended September 30, 2027, December 31, 2027 and March 31, 2028, the period commencing April 1, 2027 and ending on last day each such fiscal quarter, and (iii) for the fiscal quarter ended March 31, 2028 and each fiscal quarter ended thereafter, the period shall consist of the preceding four (4) fiscal quarters from the date the ratio is measured.

“Term Loan Amount” has the meaning given to such term in Section 2(a).

“Term Loan Increase” has the meaning given to such term in Section 2(b).

“Vendor Financing” means Indebtedness incurred solely for the purpose of financing the purchase of new production inventory from vendors outside the United States.

2. COMMITMENT TO LOAN.

(a) Term Loans. Subject to the terms, provisions and conditions of this Agreement, Lender will make and Borrower will accept and repay a loan (the “Initial Term Loan”) in the original principal amount of FIVE MILLION FIVE HUNDRED FIFTY THOUSAND AND NO/100 Dollars ($5,550,000.00) (the “Term Loan Amount” (as may be increased by the amount of the Term Loan Increase)) on the Effective Date, evidenced by that certain Promissory Note in the form attached hereto as Exhibit A.1. (the “Initial Term Note”), executed by Borrower and payable to the order of Lender in the Term Loan Amount. The Initial Term Loan has been made to Borrower and Borrower shall be fully responsible for the full and timely payment of the Initial Term Loan and the performance of all covenants and agreements set forth in this Agreement, the Note, and the other Loan Documents.

(b) Accordion. At any time during the period from and after the Effective Date and until the one-year anniversary of the Effective Date, at the option of Borrower (but subject to the conditions set forth below), Borrower may provide written notice (the “Accordion Notice”) to Lender that the Term Loan Amount be increased by additional term loans (the “Accordion Term Loans”) in an amount in the aggregate for all such notices not to exceed FIVE MILLION AND NO/100 Dollars ($5,000,000.00) (each such increase, a “Term Loan Increase”); provided that each funding by Lender of the Accordion Term Loans shall be subject to the following conditions: (1) each Accordion Notice shall be delivered by Borrower to Lender at least fifteen (15) days prior to Borrower’s desired funding date (each such funding date, the “Accordion Effective Date”) for an Accordion Term Loan, (2) each Accordion Notice and Term Loan Increase shall be in the amount of TWO MILLION FIVE HUNDRED THOUSAND NO/100 Dollars ($2,500,000.00) and there shall be no more than two (2) Term Loan Increases during the term of this Agreement, (3) [reserved], (4) each Loan Party is in compliance with all covenants, terms and obligations under the Loan Documents on the date of each Accordion Notice and on the date of funding of any such Accordion Term Loan, (5) Lender shall have received from Borrower all information requested related to the Collateral and the Loan Parties’ business performance and Lender shall be satisfied, in its sole discretion (i) with the scope of the Collateral and (ii) with the Loan Parties’ business performance, (6) Lender shall have received an executed Accordion Term Note in the form attached hereto as Exhibit A.2. (the “Accordion Term Note”, and collectively with the Initial Term Note, the “Notes” and each, a “Note”) dated as of each Accordion Effective Date and (7) Lender shall have received all fees and other expenses required to be paid by Borrower pursuant to Section 10 of this Agreement (which such amounts may be offset against the proceeds of the applicable Accordion Term Loan). Borrower shall be fully responsible for the full and timely payment of the Accordion Term Loan and the performance of all covenants and agreements set forth in this Agreement, the Notes, and the other Loan Documents.

Upon the funding of any Accordion Term Loan on any Accordion Effective Date, the definition of “Loan” herein shall include such Accordion Term Loan and the definition of “Term Loan Amount” shall include the funded amount pursuant to any such Term Loan Increase 3. SECURITY. In order to induce Lender to enter into this Agreement and make the Loans to Borrower, payment of all indebtedness and liabilities of Borrower to Lender, and performance of all obligations, due or to become due under each Note shall be (x) guaranteed by that certain: (i) Guaranty in the form attached as Exhibit B.1. hereto (the “Individual Guaranty”) executed by each of the Individual Guarantors, (ii) Guaranty in the form attached as Exhibit B.2. hereto (the “Development Guaranty”) executed by Development, (iii) Guaranty in the form attached as Exhibit B.3. hereto (the “Solutions Guaranty”) executed by Solutions, (iv) Guaranty in the form attached as Exhibit B.4. hereto (the “CK Guaranty”) executed by CK, and (v) Guaranty in the form attached as Exhibit B.5. hereto (the “Parent Guaranty” and collectively with the Individual Guaranty, the Development Guaranty, Solutions Guaranty, CK Guaranty, and any other guaranty agreement entered into from time to time in connection with the Loans, the “Guaranty Agreements”) executed by Parent Guarantor; and (y) secured by: (i) the Pledge Agreement (Parent Guarantor) in the form attached as Exhibit C.1, (ii) the Pledge Agreement (Borrower) in the form attached as Exhibit C.2, (iii) the Security Agreements in the form attached as Exhibit D.1., D.2., D.3., and D.4. hereto, respectively, (iv) Uniform Commercial Code Financing Statements evidencing the Collateral described in the Pledge Agreement and the Security Agreements, for the benefit of Lender (collectively, the “UCCs”) and (v) the Fidelity Account Agreement. This Agreement, the Note, the Guaranty Agreements, the Pledge Agreement, the Security Agreements, the UCCs, the Fidelity Account Agreement, and any and all other documents now or hereafter given to evidence or secure payment of all indebtedness and liabilities of Borrower to Lender under the Loans described in this Agreement, or delivered to induce Lender to disburse the Loans to Borrower, as such documents may hereafter be amended, modified, supplemented or restated from time-to-time are collectively referred to as the “Loan Documents”).

4. REPRESENTATIONS AND WARRANTIES. Borrower represents and warrants to Lender, as of the Effective Date and each date a Loan is funded under this Agreement, as follows:

(a) Representations. Except where the failure of the following representations to be true would not, individually or in the aggregate, have or reasonably be expected to have an adverse effect on the enforceability of the Loan Documents or result in a Material Adverse Effect, (i) Borrower is duly organized and is validly existing and in good standing with requisite power and authority to own its properties and to transact the businesses in which it is now engaged, is duly qualified to do business and is in good standing in each jurisdiction where it is required to be so qualified in connection with its properties, businesses and operations, and possesses all rights, licenses, permits and authorizations, governmental or otherwise, necessary to entitle it to own its properties and to transact the businesses in which it is now engaged; (ii) this Agreement and the other Loan Documents to which such Person is a party have been duly executed and delivered by or on behalf of each Loan Party and constitute the legal, valid and binding obligations of each such Loan Party, enforceable against such Loan Party, as applicable, in accordance with their respective terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally; and (iii) the execution, delivery and performance of this Agreement and the other Loan Documents by the Loan Parties, as applicable, will not conflict with or result in a breach of any of the terms or provisions of, or constitute a default under, or result in the creation or imposition of any Encumbrance (other than Permitted Encumbrances or otherwise pursuant to the Loan Documents) upon any of the property or assets of the Loan Parties, as applicable, pursuant to the terms of any agreement or instrument to which they are a party or by which their property or assets are subject.

(b) No Litigation or Regulatory Censure. There are no actions, suits, investigations, inquiries or proceedings pending or, to the Borrower’s Knowledge, threatened against or affecting the Borrower, any Subsidiary or any of their respective properties, nor has the Borrower received any written or oral notice of any such action, suit, proceeding, inquiry or investigation, which would have a Material Adverse Effect.

(c) Financial Statements.

(i) Parent Guarantor has filed all reports, schedules, forms, statements and other documents required to be filed by Parent under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the one year preceding the date hereof (or such shorter period as Parent was required by law or regulation to file such materials) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “SEC Reports”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable, and none of the SEC Reports, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Parent Guarantor included in the SEC Reports (the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with GAAP, except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Parent Guarantor and its consolidated Subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. Borrower does not have any contingent liabilities, liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments that are known to Borrower, except as disclosed in the Financial Statements. Since the date of the last Financial Statements, there has been no change in the financial condition, operations or business of Borrower from that set forth in said Financial Statements which would reasonably be expected to have or has had a Material Adverse Effect. Borrower has not incurred any Indebtedness (including any guaranty, hold harmless or similar arrangement with respect to any Indebtedness) except for Permitted Indebtedness, and all such Permitted Indebtedness (including such guaranties, hold harmless and similar arrangements in respect of Permitted Indebtedness).

(ii) The unaudited personal financial statement of the Individual Guarantors (“Individual Guarantor Financial Statements”) dated January 1, 2026 and provided to Lender on or prior to the Effective Date (a) are true, complete and correct in all material respects, and (b) accurately represent, in all material respects, the financial condition of Individual Guarantors as of the date of the Individual Guarantor Financial Statements.

(d) Agreements. Borrower is not a party to any agreement or instrument or subject to any restriction which would reasonably be expected to have or does have a Material Adverse Effect. Borrower is not in default in the performance, observance or fulfillment of any of the obligations, covenants or conditions contained in any agreement or instrument to which it is a party or by which Borrower or any property or assets of Borrower is bound, which default or failure could reasonably be expected to have a Material Adverse Effect.

(e) Solvency. Borrower has (a) not entered into the transaction contemplated hereby or executed the Note, this Agreement or any other Loan Document with the actual intent to hinder, delay or defraud any creditor and (b) received reasonably equivalent value in exchange for its obligations under such Loan Documents. After giving effect to the Loans, the fair saleable value of the assets of Borrower exceeds and will, immediately following the making of the Loans, exceed the total liabilities of Borrower, including, without limitation, subordinated, unliquidated, disputed and contingent liabilities. No petition in bankruptcy has been filed against Borrower or any Guarantor in the last ten (10) years, and neither Borrower nor any Guarantor in the last ten (10) years has made an assignment for the benefit of creditors or taken advantage of any creditors’ rights laws. Neither Borrower nor any Guarantor is contemplating either the filing of a petition by it under any creditors’ rights laws or the liquidation of all or a major portion of Borrower’s assets or property, and Borrower has no Knowledge of any Person contemplating the filing of any such petition against Borrower or any Guarantor.

(f) Insurance. The insurance maintained by Borrower is adequate and is customary for companies engaged in the same or similar businesses operating in the same or similar locations. Borrower has maintained insurance throughout all relevant periods of operation without any gaps in coverage. No claims are pending under any of the policies, and to Borrower’s Knowledge, no Person, including Borrower, has done, by act or omission, anything which would impair the coverage of any of the policies. Borrower has obtained and has delivered to Lender certified copies of all insurance policies or, to the extent such policies are not available as of the Effective Date, certificates of insurance with respect to all such policies reflecting the insurance coverages, amounts and other requirements set forth in this Agreement.

(g) Taxes. Except for matters that would not, individually or in the aggregate, have or reasonably be expected to result in a Material Adverse Effect, Borrower has filed all material federal, state, county, municipal, and city income, personal property and other tax returns required to have been filed by it or and has paid all taxes and related liabilities which have become due pursuant to such returns or pursuant to any assessments received by it. Borrower does not know of any basis for any additional assessment in respect of any such taxes and related liabilities for prior years.

(h) OFAC. Borrower, nor any Person who controls Borrower, is not currently identified by the Office of Foreign Assets Control, Department of the Treasury (“OFAC”) or otherwise qualifies as an Embargoed Person, and Borrower has implemented procedures to ensure that no Person who now or hereafter owns a direct or indirect Equity Interest in Borrower is an Embargoed Person or is controlled by an Embargoed Person. The proceeds of the Loans will not be used and have not been used to fund any operations in, finance any investments or activities in, or make any payments to, an Embargoed Person.

(i) Full and Accurate Disclosure. No statement of fact made by or on behalf of Borrower or Guarantors in this Agreement or in any of the other Loan Documents or in any other document or certificate delivered by or on behalf of Borrower contains any untrue statement of a material fact or omits to state any material fact, to Borrower’s Knowledge, necessary to make statements contained herein or therein not misleading in the light of the circumstances under which they were made.

(j) Place of Business; Chief Executive Office. Borrower’s primary place of business and chief executive office is at the address provided in Section 13 below, regardless of whether Borrower has multiple offices at which it conducts business.

As used herein, the term “to Borrower’s Knowledge” or words to that effect shall mean the current, actual knowledge of AS or other Person with the ability to control the operations or affairs of Borrower.

5. COVENANTS. Borrower and each Guarantor hereby covenants and agrees at all times during the term of the Loans described herein as follows:

(a) Required Financial Ratios.

(i)  Subject to paragraph (iii) below, Borrower and Individual Guarantors shall at all times during the period beginning on the Effective Date and ending June 30, 2027, be required to maintain the following financial covenants (each, an “Initial Financial Covenant”):

(1)  Borrower shall maintain a Maximum Total Liabilities to Total Tangible Assets of no greater than 70.00%; and

(2) Individual Guarantors shall maintain Liquidity in an amount greater than or equal to the outstanding principal amount of the Loans multiplied by 2.0.

(ii)  Subject to paragraph (iii) below Borrower shall at all times during the period beginning on July 1, 2027 and ending on the Payoff Date, be required to maintain the following financial covenants (each, a “Subsequent Financial Covenant” and together with the Initial Financial Covenants, the “Financial Covenants”):

(1) Borrower shall maintain a maximum Senior Debt to EBITDA Ratio of no greater than 3.00 to 1.00; and

(2) Borrower shall maintain a minimum Debt Service Coverage Ratio of at least 2.00 to 1.00.

(iii) Borrower and Guarantors agree to cooperate with Lender to facilitate Lender’s testing of the above Financial Covenants. Such cooperation shall include, without limitation, promptly furnishing such information as is requested by Lender to allow Lender to facilitate such tests, including but not limited to promptly submitting a Quarterly Compliance Certificate in the form attached as Exhibit E hereto and appropriately completed (each a “Quarterly Compliance Certificate”) concurrently with delivery of the applicable financial statements under Section 5(h)(i). Any financial statements provided by Borrower or any Guarantor pursuant to this Section 5(a) shall be certified as true and correct by Borrower’s Chief Financial Officer (or other officer approved by Lender) and Guarantors, as applicable, and otherwise in form and substance acceptable to Lender. Lender shall test such Financial Covenants as of the last day of each fiscal quarter ending on or after March 31, 2026.

(b) Use of Proceeds. Unless otherwise agreed in writing by Lender, Borrower shall use the proceeds of the Loan solely to (i) refinance all existing first lien debt, if any, on the Effective Date, (ii) provide general working capital for Borrower, and (iii) fund investment by Borrower in new facilities and corporate infrastructure.

(c) Subordination and Restricted Payments.

(1)  All present and future Junior Debt shall be and are subordinate and junior in right of payment and collection to the payment and collection in full of all present and future indebtedness, obligations and liabilities of Borrower to Lender under the Note. Borrower agrees that any and all Encumbrances owned, claimed, or held, or to be owned, claimed or held with respect to the Junior Debt are and shall be in all respects subordinate and junior to any and all Encumbrances owned, claimed or held, or to be owned, claimed or held by Lender as security for the obligations under this Agreement and the Note. Nothing herein shall be construed as authorization for Borrower to obtain any Junior Debt, it being understood and agreed that no additional Junior Debt shall be permitted, unless expressly approved by Lender in writing in Lender’s sole discretion.

(2) Borrower shall not make any Restricted Payment, unless both before and after giving effect to such Restricted Payment (1) no Event of Default has occurred and is continuing, (2) Borrower and Guarantors, as applicable, are in compliance, after giving pro forma effect to such Restricted Payment, with the applicable Financial Covenants in effect at the time of such Restricted Payment and, and (3) an EBITDA to All Interest and Loan Amortization Ratio of at least 1.20 to 1.00 is maintained by Borrower, in which case, Borrower may then make, and members/shareholders and other creditors and other Person with respect to such Restricted Payment may then receive, accept or retain any such Restricted Payment.

(3) Borrower and its Domestic Subsidiaries will not amend or otherwise modify the terms of any Junior Debt in a manner adverse to Lender (as determined by the Lender in its reasonable discretion), except for any such amendment or modification for which Lender has provided its prior written consent.

(d) Maintenance of Property; No Encumbrances. Borrower and its Domestic Subsidiaries shall at all times maintain, in good order, condition and repair, free of Encumbrances (other than Permitted Encumbrances) and in compliance with all applicable laws, the business of Borrower, assets and properties of Borrower, including (without limitation) the Personal Property Collateral of Borrower.

(e) Taxes. Borrower and its Domestic Subsidiaries shall timely pay all applicable taxes and other charges now existing or hereafter levied against Borrower or the Personal Property Collateral of Borrower, and any taxes on the income of the business of Borrower, subject to Borrower’s good faith right to contest, at Borrower’s expense, the validity or application in whole or part of such taxes and for which Borrower, has set aside on its books adequate reserves.

(f) Litigation; Notices of Default. Borrower shall give Lender prompt written notice of (i) any litigation or governmental proceedings against Borrower, any Guarantor, any Pledgor or the Personal Property Collateral, which would reasonably be expected to have a Material Adverse Effect, (ii) any Default or Event of Default under the Loan Documents and (iii) any notices of default received from any lender or material contractor of Borrower.

(g) Indebtedness and Strict Prohibition on MCAs and Other Prohibited Financing Programs. Borrower and each Borrower’s Domestic Subsidiaries shall not create, incur, assume, or be liable for any Indebtedness (including any guaranty, hold harmless or similar arrangement with respect to any Indebtedness), other than Permitted Indebtedness. BORROWER AND EACH OF BORROWER’S DOMESTIC SUBSIDIARIES SHALL NOT TO ENTER INTO ANY MERCHANT CASH ADVANCE FINANCING ARRANGEMENT OR ANY OTHER PROHIBITED FINANCING PROGRAM. FOR THE AVOIDANCE OF DOUBT THE ENTRY INTO ANY MERCHANT CASH ADVANCE FINANCING PROGRAM OR ANY OTHER PROHIBITED FINANCING ARRANGEMENT SHALL BE AN IMMEDIATE EVENT OF DEFAULT UNDER THE LOAN DOCUMENTS AND ENTITLE THE LENDER TO EXERCISE ANY AND ALL RIGHTS AND REMEDIES OF LENDER UNDER THE LOAN DOCUMENTS IN ACCORDANCE WITH THE TERMS THEREOF.

(h) Financials. Borrower shall furnish to Lender such reports and financial information regarding Borrower and Guarantors as Lender may from time-to-time reasonably request, which shall include, without any further specific request therefor:

(i)  no later than forty-five (45) days after the end of each fiscal quarter ending March 31, June 30, or September 30: (1) Parent Guarantor’s quarterly unaudited consolidated financial statements filed with the SEC on Form 10Q for such fiscal quarter and (2) a quarterly inventory and receivables detail report by location and/or customer in form, scope and detail reasonably satisfactory to Lender;

(ii) no later than ninety (90) days after each calendar year: (1) Parent Guarantor’s annual audited financial statements filed with the SEC on Form 10K for such fiscal year and (2) an annual inventory and receivables detail report by location and/or customer in form, scope and detail reasonably satisfactory to Lender for the fiscal quarter ended December 31; (iii) Individual Guarantor Financial Statements substantially in the form of Exhibit E hereto, as of the end of each six-month period ended June 30 and December 31, due no later than forty-five (45) days after the end of such six month period; and

(iv) within thirty (30) days after their filing, copies of the federal income tax returns of Borrower and Guarantors.

(i) Performance by Borrower and Guarantors. Borrower and Guarantors, as applicable, shall, in a timely manner, observe and perform in all material respects each and every covenant and provision to be performed by such party under the Loan Documents.

(j) Organization. So long as the Loans remains outstanding, Borrower shall not create, own, or acquire any Domestic Subsidiary, without the prior written consent of Lender which consent shall not be unreasonably delayed, withheld or conditioned (but which may require additional collateral or guaranties as a condition to such consent); and (ii) Borrower shall not sell, assign or otherwise in any manner dispose of all or any part of its Equity Interests except for Permitted COC Transactions. Borrower shall provide the Lender with prior written notice of any Permitted COC Transaction.

(k) Insurance. Borrower on behalf of itself and its Domestic Subsidiaries will maintain with financially sound and reputable insurance companies, insurance against loss or damage and liability with coverage of the greater of (a) the Loans outstanding and (b) $5,550,000. All insurance shall name Lender as lender loss payee and/or additional insured, as applicable, and shall provide for at least 30 days advance notice to Lender prior to any non-renewal or cancellation (except, in the case of non-payment, notice may be 15 days), and such other endorsements as Lender may reasonably request from time to time.

(l) Pasadena Private Wealth, LLC Account. Subject to Section 5(m), Borrower will maintain a minimum aggregate balance (the “Minimum Balance”) of at least the greater of (i) $550,000, and (ii) 10% of the then outstanding aggregate principal amount of the Loans, in value of cash, liquid and marketable securities, in the Fidelity Account (or other account(s) subject to a first priority Encumbrance in favor of Lender and subject to the Fidelity Account Agreement or similar agreement as approved by Lender in its sole discretion); provided, that if the Borrower evidences to Lender that the Debt Service Coverage Ratio tested on the most recently completed fiscal quarter end is greater than or equal to 3.00 to 1.00, then the Minimum Balance shall be deemed to be zero for the fiscal quarter beginning immediately after such test date.

(m) Post-Closing Matters. Loan Parties agree to deliver to Lender the documents set forth on Schedule 5(m), in form and substance reasonably satisfactory to Lender, and/or take the actions set forth on Schedule 5(m), in a manner reasonably acceptable to Lender, on or before the deadlines set forth in Schedule 5(m) (as such deadlines may be extended or waived by Lender in writing in its sole discretion).

6. CLOSING DELIVERABLES. Before Lender is required to extend any credit to Borrower under this Agreement, it must receive all documents and other items it may reasonably require, in form and content acceptable to Lender, including without limitation the items specifically listed below.

(a) Initial Term Note. The Initial Term Note.

(b) Guaranty. The Guaranty Agreements signed by the applicable Guarantor.

(c) Pledge Agreements. The Pledge Agreement signed by Parent Guarantor and Borrower.

(d) Security Agreements. The Security Agreements signed by Borrower, Individual Guarantors, Development, Solutions and CK, in each case granting an Encumbrance in all applicable Personal Property Collateral.

(e) Perfection and Evidence of Priority. Evidence (including, without limitation, documentation, consents and filings) that the Encumbrances in favor of Lender are valid, enforceable, properly perfected in a manner acceptable to Lender and prior to all others’ rights and interests, except Permitted Encumbrances, including any security given in support of any Guaranty Agreement.

(f) Payment of Fees. Payment of all fees, expenses and other amounts due and owing to Lender. If any fee is not paid in cash, Lender may, in its discretion, treat the fee as a principal advance under this Agreement or deduct the fee from the proceeds of the Loans.

(g) Good Standing. Certificates of good standing for Borrower and each Guarantor that is not a natural person from their respective states of formation.

(h) ACH Authorization. A Recurring ACH Payment Authorization, in form attached as Exhibit F, allowing Lender to establish payments on each Note directly from the Borrower’s account(s) held by its financial institutions (including, but not limited to, Lender).

(i) UCC Searches. Lender shall have received UCC lien search results satisfactory to Lender that the Encumbrances in favor to Lender with respect to the Collateral are perfected first-priority liens (subject to Permitted Encumbrances).

(j) Authorization. Evidence from Borrower and Guarantors (other than any Guarantor that is a natural person) that the execution, delivery and performance by such Persons of this Agreement and any instrument or agreement required under this Agreement have been duly authorized.

(k) Officer’s Certificates. A certificate of a duly authorized officer of Borrower and each Guarantor (other than any Guarantor that is a natural person) attaching and certifying the accuracy and completeness of the organizational documents of such Person, and the requisite entity approval for entering into this Agreement, the other Loan Documents and the transactions contemplated hereby and thereby.

(l) Insurance. Certificates of liability insurance and property insurance for Borrower in form and substance satisfactory to Lender and otherwise in compliance with the insurance requirements set forth in Section 5(k), subject to updated insurance certificates to be delivered pursuant to Section 5(m).

(m) Payoff and Lien Release. Payoff letters and/or acknowledgements of payoff for all existing Indebtedness to be repaid on the Effective Date, confirming that all Encumbrances upon any of the property of Borrower constituting Collateral will be terminated concurrently with such payment.

(n) No Default or Event of Default. Immediately after giving effect to this Agreement, no Default or Event of Default under any of the Loan Documents shall have occurred and be continuing on the date hereof, or would exist immediately after giving effect to this Agreement.

(o) Representations and Warranties. Each of the representations and warranties contain in Section 4 of this Agreement shall be true and correct in all material respects on and as of the Effective Date.

7. EVENTS OF DEFAULT. In addition to the Events of Default as set forth in Section 2.01 of each Note, it shall be an Event of Default if Borrower fails to deliver to Lender a complete and executed Quarterly Compliance Certificate within ten (10) Business Days following the deadline for delivery of quarterly financial statements as required under Section 5(h)(i) or (b) any Loan Party fails to comply with any post-closing requirement under Section 5(m).

8. REMEDIES. Upon the occurrence and continuance of an Event of Default, Lender shall have all remedies available at law or equity, including without limitation those set forth in Section 2.02 of the Note

9. WAIVER. To the fullest extent permitted by law, Borrower hereby waives presentment for payment, notice of nonpayment, demand, dishonor and protest.

10. LOAN FEES and EXPENSES.

(a) Borrower shall pay (i) on the Effective Date to Lender, in consideration of Lender’s agreement to make the Loans, a non-refundable fee in an amount equal to 1.5% of the Term Loan Amount on the Effective Date (i.e., Eighty-Three Thousand Two Hundred and Fifty Dollars ($83,250)) which, in each case, shall be due and payable in full, and paid out of the proceeds of the Initial Term Loan, on the funding of the Initial Term Loan under this Agreement, and (ii) on each Accordion Effective Date to Lender, in consideration of Lender’s agreement to make the Accordion Term Loans, a non-refundable fee in an amount equal to 1.5% of such Term Loan Increase on such Accordion Effective Date, which, in each case, shall be due and payable in full, and paid out of the proceeds of each Accordion Term Loan, on each funding of each Accordion Term Loan under this Agreement. Each Borrower represents and warrants to Lender that there are no brokers, advisors or other third parties to whom payments are required to be made on behalf of Borrowers or Guarantors with proceeds of the Loans other than those previously disclosed in writing to Lender.

(b) The foregoing non-refundable fees do not include legal fees, filing fees, delivery charges, UCC fees, and similar amounts which will be charged separately to Borrower and payable at the time of the funding of the Initial Term Loan or Accordion Term Loan, as applicable, or to the extent that such amounts are not readily available at the time of the funding of the Initial Term Loan or Accordion Term Loan, as applicable, then within ten (10) Business Days following delivery of the invoice of such amounts to Borrower, and Borrower hereby authorizes and directs Lender to initiate an ACH or other money transfer from Borrower’s financial institution to pay such legal fees, filing feels and other charges as may be due and payable by Borrower hereunder.

(c) Borrower shall pay (i) all reasonable out-of-pocket expenses incurred by Lender (including the reasonable fees, charges and disbursements of counsel for Lender) in connection with the Loans provided for herein, the preparation, negotiation, execution, delivery and administration of the Loan Documents or any amendments, modifications or waivers of the provisions thereof, (ii) all reasonable out-of-pocket expenses incurred by Lender in connection with obtaining and maintaining continuously perfected Encumbrances with the priority contemplated by this Agreement and the other Loan Documents, (iii) all reasonable costs and expenses incurred in connection with any post-closing matters contemplated by this Agreement, and (iv) all reasonable out of pocket expenses incurred by Lender (including the reasonable fees, charges and disbursements of any counsel for Lender and the retention of one or more financial consultants and/or advisors designated by Lender in connection with the analysis of business issues arising post-closing) in connection with the enforcement or protection of its rights (A) in connection with the Loan Documents, or (B) in connection with the Loans made hereunder, including all such reasonable out-of-pocket expenses incurred during any workout, restructuring or negotiations in respect of such Loan. In addition, Borrower shall pay any and all stamp and other similar taxes and fees payable or determined to be payable in connection with the execution, delivery, filing, and recording of, or otherwise with respect to, any of the Loan Documents and the other documents to be delivered under any such Loan Documents, and agrees to hold Lender harmless from and against any and all liabilities with respect to or resulting from any delay in paying or omission to pay such taxes and fees. The provisions of this section shall survive the closing of the Loans, the satisfaction and payment of the Indebtedness evidenced by each Note and any cancellation of the Loan Documents.

11. INDEMNIFICATION. Borrower agrees to defend (with counsel satisfactory to Lender), indemnify and hold harmless Lender, its members, employees, attorneys and agents (each, an “Indemnified Party”) from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses and distributions of any kind or nature, which may be imposed on, incurred by, or asserted against, any Indemnified Party in any manner relating to or arising out of this Agreement or any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery of this Agreement and the Loan Documents, the making or issuance and management of the Loans, the use or intended use of the proceeds of the Loans and the enforcement of Lender’s rights and remedies under this Agreement, the Loan Documents, any other instruments and documents delivered hereunder or thereunder, or under any other agreement between Borrower and Lender; provided, however, that Borrower shall not have any obligation hereunder to any Indemnified Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party. The provisions of this section shall survive the closing of the Loans, the satisfaction and payment of the Indebtedness evidenced by each Note and any cancellation of the Loan Documents.

12. GENERAL AGREEMENTS.

(a) Business Purpose Loan. Borrower agrees that the Loans evidenced by this Agreement are exempted transactions under the Truth In Lending Act, 15 U.S.C. §§1601, et seq.

(b) Time. Time is of the essence hereof.

(c) Governing Law. This Agreement and the other Loan Documents shall be governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the statutes, laws and decisions of the State of California, without regard to its conflict of laws provisions.

(d) Amendments. This Agreement may not be changed or amended orally but only by an instrument in writing signed by the party against whom enforcement of the change or amendment is sought.

(e) No Joint Venture. Lender shall not be construed for any purpose to be a partner, joint venturer, agent or associate of Borrower or of any lessee, operator, concessionaire or licensee of Borrower in the conduct of its business, and by the execution of this Agreement, Borrower agrees to indemnify, defend and hold Lender harmless from and against any and all damages, costs, expenses and liability that may be incurred by Lender as a result of a claim that Lender is such partner, joint venturer, agent or associate.

(f) Disbursement. This Agreement has been made and delivered in Pasadena, California and all funds disbursed to or for the benefit of Borrower will be disbursed in Pasadena, California.

(g) Successors and Assigns. This Agreement and the other Loan Documents shall be binding upon and enforceable against Borrower and Guarantors and their respective permitted successors and assigns. This Agreement shall inure to the benefit of and may be enforced by Lender and its successors and assigns.

(h) Severable Loan Provisions. If any provision of this Agreement is deemed to be invalid by reason of the operation of law, or by reason of the interpretation placed thereon by any administrative agency or any court, the remaining provisions, to the maximum extent permitted by law, shall remain in full force and effect.

(i) Rules of Construction. The parties acknowledge that the parties have reviewed and revised this Agreement and the other Loan Documents and agree that the normal rule of construction - to the effect that any ambiguities are to be resolved against the drafting party - shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto.

(j) Savings Clause. Notwithstanding anything to the contrary in this Agreement, (i) all agreements between Borrower and Lender are hereby and shall automatically be limited so that, after taking into account all amounts deemed interest, the interest contracted for, charged or received by Lender shall never exceed the maximum rate permitted by law (the “Highest Lawful Rate”), and (ii) if through any contingency or event, Lender receives or is deemed to receive interest in excess of the Highest Lawful Rate, any such excess shall be deemed to have been applied toward payment of the principal of any and all then outstanding indebtedness of Borrower to Lender, or if there is no such indebtedness, shall immediately be returned to Borrower.

(k) Assignability. Lender shall have the right, in its sole discretion, to assign, sell or transfer its interest in the Loans and any Collateral provided hereunder (a “Lender Assignment”), whether by operation of law or otherwise; provided that if such Lender Assignment occurs prior to the one (1) year anniversary of the Effective Date, such Lender Assignment shall require the prior consent of the Borrower unless an Event of Default has occurred and is continuing. A Lender Assignment after the one (1) year anniversary of the Effective Date, shall not require the Borrower’s consent. In such event, all references in the Loan Documents to Lender shall be deemed to refer to such permitted assignee or successor in interest and such assignee or successor in interest shall thereafter stand in the place of Lender. Borrower shall accord full recognition to any such assignment, and all rights and remedies of Lender in connection with the interest so assigned shall be as fully enforceable by such permitted assignee as they were by Lender before such assignment. In connection with any such assignment, Lender shall be entitled to disclose to the proposed permitted assignee any information that Borrower has delivered to Lender, provided such assignee executes a confidentiality agreement with Borrower in form and substance reasonably satisfactory the Parent Guarantor (any such approval not to be unreasonably withheld, conditioned or delayed). Upon such assignment, Lender thereafter shall be relieved from all liability with respect to such Collateral. In addition, Lender may at any time sell one or more participations in the Loans, provided that to the extent the Lender proposes to share any confidential information of the Borrower, each such participant executes a confidentiality agreement with Borrower in form and substance reasonably satisfactory the Parent Guarantor (any such approval not to be unreasonably withheld, conditioned or delayed). Borrower may not assign its interest in this Agreement, or any other agreement with Lender or any portion thereof, either voluntarily or by operation of law, without the prior written consent of Lender, in Lender’s sole discretion, except as otherwise provided herein.

(l) Execution in Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of such counterparts shall constitute one document. To facilitate execution of this Agreement, the parties may execute and exchange signature pages by electronic mail (*.pdf or similar file types). The parties further agree that counterparts of this Agreement may be signed electronically via Adobe Sign, DocuSign protocols or other electronic platforms. All such signatures may be used in the place of original “wet ink” signatures to this Agreement and shall have the same legal effect as the physical delivery of an original signature.

(m) Further Assurances. In addition to the acts and deeds required hereunder, Borrower agrees to perform, execute and deliver such further documents and assurances as may be reasonably necessary to consummate the transactions contemplated hereby or to further provide for the delivery or perfection of the Loans provided hereunder.

(n) Acknowledgement. Borrower acknowledges the law firm of Dorsey & Whitney LLP (the “Firm”) has prepared this Agreement and the other Loan Documents on behalf of Lender. The Firm does not represent Borrower or Guarantors in connection with this Agreement or any other Loan Document, nor possess fiduciary duties to Borrower or Guarantors in connection with this Agreement or any other Loan Document, and Borrower and Guarantors have had the opportunity to engage his or her own independent tax and legal counsel in connection with the Loans and the execution of the Loan Documents.

13. NOTICES. Any notice to be given to the parties hereunder shall be deemed to have been given to and received by them and shall be effective when personally delivered, by Federal Express or similar nationally recognized overnight delivery service, or when deposited in the U.S. mail, certified or registered mail, return receipt requested, postage prepaid, and addressed as follows, or at such other address as one of the parties may hereafter designate in writing to the other party in accordance with this Section 13:

14. CONSENT TO JURISDICTION. TO INDUCE LENDER TO ACCEPT THIS AGREEMENT, BORROWER IRREVOCABLY AGREES THAT, SUBJECT TO LENDER’S SOLE AND ABSOLUTE ELECTION, ALL ACTIONS OR PROCEEDINGS IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LITIGATED IN COURTS HAVING SITUS IN LOS ANGELES COUNTY, CALIFORNIA. BORROWER HEREBY CONSENTS AND SUBMITS TO THE JURISDICTION OF ANY COURT LOCATED WITHIN LOS ANGELES COUNTY, CALIFORNIA, WAIVES PERSONAL SERVICE OF PROCESS UPON BORROWER, AND AGREES THAT ALL SUCH SERVICE OF PROCESS MAY BE MADE BY REGISTERED MAIL DIRECTED TO BORROWER AT THE ADDRESS STATED IN THIS AGREEMENT AND SERVICE SO MADE WILL BE DEEMED TO BE COMPLETED UPON ACTUAL RECEIPT.

15. WAIVER OF JURY TRIAL/JUDICIAL REFERENCE.

(a) BORROWER AND LENDER (BY ACCEPTANCE OF THIS AGREEMENT), HAVING BEEN REPRESENTED BY COUNSEL, EACH KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHTS (i) UNDER THIS AGREEMENT OR ANY RELATED AGREEMENT OR UNDER ANY AMENDMENT, INSTRUMENT, DOCUMENT OR AGREEMENT DELIVERED OR WHICH MAY IN THE FUTURE BE DELIVERED IN CONNECTION WITH THIS AGREEMENT OR (ii) ARISING FROM ANY BUSINESS RELATIONSHIP EXISTING IN CONNECTION WITH THIS AGREEMENT (COLLECTIVELY, THE FOREGOING CLAUSES (i) AND (ii), “RIGHTS”), AND AGREES THAT ANY SUCH ACTION OR PROCEEDING WILL BE TRIED BEFORE A COURT AND NOT BEFORE A JURY. EACH PARTY AGREES THAT IT WILL NOT ASSERT ANY CLAIM AGAINST THE OTHER PARTY ON ANY THEORY OF LIABILITY FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES; PROVIDED THAT THE FOREGOING SHALL NOT LIMIT BORROWER’S INDEMNIFICATION OBLIGATIONS TO THE INDEMNIFIED PARTIES PURSUANT TO SECTION 11.

(b) IN THE EVENT THAT THE JURY WAIVER PROVISIONS OF SECTION 15(a) ARE NOT ENFORCEABLE UNDER CALIFORNIA LAW, THEN THE PROVISIONS OF THIS SECTION 15(b) SHALL APPLY. BORROWER AND LENDER AGREE THAT ANY DISPUTES ARISING IN CONNECTION WITH THEIR RESPECTIVE RIGHTS (AS DEFINED IN SECTION 15(a)), SHALL BE RESOLVED (AND A DECISION SHALL BE RENDERED) BY WAY OF A GENERAL REFERENCE AS PROVIDED FOR IN PART 2, TITLE 8, CHAPTER 6 (§ 638 ET. SEQ.) OF THE CALIFORNIA CODE OF CIVIL PROCEDURE, OR ANY SUCCESSOR CALIFORNIA STATUTE GOVERNING RESOLUTION OF DISPUTES BY A COURT APPOINTED REFEREE.

16. [Reserved.].

17. CUSTOMER IDENTIFICATION - USA PATRIOT ACT NOTICE; OFAC AND BANK SECRECY ACT. Lender hereby notifies Borrower that pursuant to the requirements of the USA Patriot Act (Title III of Pub. L. 107-56, signed into law October 26, 2001) (the “Act”), and Lender’s policies and practices, Lender is required to obtain, verify and record certain information and documentation that identifies Borrower, which information includes the name and address of Borrower and such other information that will allow Lender to identify Borrower in accordance with the Act. In addition, Borrower shall (i) ensure that no person who owns a controlling interest in or otherwise controls Borrower or any subsidiary of Borrower is or shall be listed on the Specially Designated Nationals and Blocked Person List or other similar lists maintained by the OFAC, the Department of the Treasury or included in any Executive Orders, (ii) not use or permit the use of the proceeds of the Loans to violate any of the foreign asset control regulations of OFAC or any enabling statute or Executive Order relating thereto, and (iii) comply, and cause its Affiliates to comply, with all applicable Bank Secrecy Act laws and regulations, as amended.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have executed and delivered this Agreement as of the Effective Date.

[SIGNATURE PAGE TO LOAN AGREEMENT]

[SIGNATURE PAGE TO LOAN AGREEMENT]

[SIGNATURE PAGE TO LOAN AGREEMENT]

Exhibit 10.2

Execution Version

TERM LOAN PROMISSORY NOTE

THE PROVISIONS OF THIS PROMISSORY NOTE CONTAIN A

BALLOON PAYMENT DUE ON THE MATURITY DATE

FOR VALUE RECEIVED, VEEASYSTEMS INC., a Delaware corporation (“Borrower”), hereby unconditionally promises to pay to the order of PASADENA PRIVATE LENDING INC., a Delaware corporation, having an address at 2 North Lake Avenue, Suite 510, Pasadena, California 91101 (“Lender”), or at such other place as the holder hereof may from time to time designate in writing, the principal amount of FIVE MILLION FIVE HUNDRED FIFTY THOUSAND DOLLARS ($5,550,000) (the “Initial Term Loan”), with interest accruing on the outstanding principal balance from the date of the funding of this term loan promissory note (this “Note”) at the Interest Rate (as defined herein below), and paid in accordance with the terms of this Note and that certain Loan Agreement, dated of even date herewith by and among Borrower, VEEA INC., a Delaware corporation, VEEA SOLUTIONS INC., a Delaware corporation, VEEASYSTEMS DEVELOPMENT INC., a Delaware corporation, VEEASYSTEMS CK INC. a Delaware corporation, ALLEN SALMASI, an individual residing in the State of New York, and NICOLE SALMASI an individual residing in the State of New York and Lender (as the same may be amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”). All capitalized terms not defined herein shall have the respective meanings set forth in the Loan Agreement.

Article 1 – PAYMENT TERMS; MANNER OF PAYMENT

1.01  Principal and Interest. Payments of principal and interest due under this Note, if not sooner declared to be due in accordance with the provisions hereof, shall be made as follows:

(a) Interest Payments. Commencing on the first day of March, 2026, and continuing regularly thereafter on the first day of each calendar month, Borrower shall pay all accrued but unpaid interest, in arrears, to but excluding such payment date calculated in accordance with this Note. In addition, all accrued but unpaid interest calculated in accordance with this Note shall be due and payable on the Maturity Date (as defined herein below).

(b)  Accrual of Interest; Calculation of Interest. Commencing on the day the Initial Term Loan is fully funded, interest shall accrue daily at the Interest Rate on the unpaid principal balance of the Initial Term Loan outstanding on such day. Interest shall be computed based on the daily rate produced assuming a three hundred sixty (360) day year, multiplied by the actual number of days elapsed during each interest accrual period. Borrower understands and acknowledges that such interest accrual method results in more interest accruing on the Initial Term Loan than if a three hundred sixty-five (365) day year were used to compute the accrual of interest on the Initial Term Loan.

(c)  Definitions Applicable to Calculation of Interest. For purposes of this Note and the accrual, calculation and payment of interest hereunder, the following definitions shall apply:

“Applicable Margin” means for any calendar month, the applicable percentage per annum set forth on the table below as determined by reference to the account balance in the Fidelity Account as of the last day of the immediately preceding calendar month; provided, that if there shall be no Fidelity Account as of the applicable date of determination, then the account balance shall be deemed to be zero for purposes of determining the Applicable Margin.

“Interest Rate” means as of any date of determination or calculation the per annum interest rate equal to the lesser of (i) the Highest Lawful Rate per annum as of such date or (ii) the sum of the Prime Rate in effect for such date and the Applicable Margin as of such date, in each instance subject to adjustment as set forth in Section 1.03 of this Note (regarding application of the Default Rate (as defined in such section)).

“Prime Rate” at any time, the rate of interest per annum then most recently published in The Wall Street Journal (or any successor publication if The Wall Street Journal is no longer published) in the “Money Rates” section (or such successor section) as the “Prime Rate”. If at any time the definition of “Prime Rate” is no longer published in the Wall Street Journal , then “Prime Rate” shall mean, at any time, the Secured Overnight Financing Rate plus three and one quarter percent (3.25%); provided, however, in no event shall the Prime Rate be less than five and three quarters percent (5.75%) per annum.

(d) Principal Payments. Commencing on the first day of March 17, 2027, and continuing on the first day of each month thereafter through and including the Maturity Date, Borrower shall make principal payments of Fifty-Eight Thousand Dollars ($58,000) each month (each a “Principal Amortization Payment”). Notwithstanding the foregoing, Borrower may, upon fifteen (15) days’ prior written notice to Lender, request Lender permit a collective one-time deferment of principal payments under this Note and any Accordion Term Notes for a time period of up to six (6) months (the “Principal Payments Deferment”); provided, that the amount of any Principal Payments Deferment in respect of this Note shall be added to the final six (6) Principal Amortization Payments for this Note, in addition to the scheduled amortization otherwise due during such period; provided, further that (i) Lender’s determination to permit the Principal Payments Deferment request shall be in Lender’s sole discretion exercised reasonably and (ii) upon Lender’s approval of the Principal Payments Deferment request pursuant to this Section, all interest owing pursuant to this Note shall accrue at the Interest Rate plus one-half of one percent (0.50%) commencing at the start of the Principal Payments Deferment and through to the Maturity Date.

(e)  At Maturity. The unpaid principal balance of this Note (including, for the avoidance of doubt, any principal payments deferred pursuant to the Principal Payments Deferment), if not sooner paid or declared to be due in accordance with the terms hereof, together with all accrued and unpaid interest thereon and any other amounts due and payable under this Note or any of the other Loan Documents, shall be due and payable in full on the earliest of the following (such date, the “Maturity Date”): (i) the five (5) year anniversary of the date of this Note, (ii) the date that the debt evidenced by this Note is accelerated, or (iii) the date upon which all of Borrower’s obligations under this Note are satisfied in full.

(f) Application of Payments. Prior to the occurrence of an Event of Default (as defined in Section 2.01 below), all payments and prepayments on account of the indebtedness evidenced by this Note shall be applied as follows: (i) first, to fees, expenses, costs and other similar amounts then due and payable to Lender, including, without limitation, any Early Prepayment Fee (as defined in Section 1.02 below) or late charges due hereunder, (ii) second, to accrued and unpaid interest on the principal balance of this Note, (iii) third, to the payment of the Principal Amortization Payment due in the month in which the payment or prepayment is made, (iv), to any other amounts then due Lender hereunder or under any of the Loan Documents, and (v) last, to the unpaid principal balance of this Note in the inverse order of maturity. Any prepayment on account of the indebtedness evidenced by this Note shall not extend or postpone the due date or reduce the amount of any subsequent Principal Amortization Payment or interest due hereunder. After an Event of Default has occurred and is continuing, payments may be applied by Lender to amounts owed hereunder and under the Loan Documents in such order as Lender shall determine, in its sole discretion.

(g) Method of Payments. Until directed otherwise by Lender in writing, all payments of principal and interest hereunder shall be made by electronic fund transfer debit entries to the account set forth on Exhibit F to the Loan Agreement, which such account is at an Automated Clearing House (“ACH”) member bank. Each payment shall be initiated by Lender (or, at Lender’s option, by its loan servicing agent) through the ACH network for settlement on the respective due dates. Prior to each payment due date, Borrower shall deposit and/or maintain sufficient funds in the applicable account to cover each debit entry. Notwithstanding the foregoing, the failure, for any reason, of the electronic funds transfer debit entry transaction to be timely completed shall not relieve Borrower from its obligations to promptly and timely make all payments called for under this Note when due and to comply with Borrower’s other obligations hereunder. Borrower shall have the right to dispute any debit entry made in error and Lender shall promptly refund any amounts improperly debited.

1.02 Optional Prepayment; Prepayment Premiums. Except as provided in this Section 1.02, this Note may be prepaid at any time by Borrower, in whole or in part, without premium or penalty, upon thirty (30) days’ prior written notice to Lender (a “Prepayment Notice”); provided, however, (a) in the event Borrower prepays all or any portion of the Term Loan (other than those payments of amortization contemplated by Section 1.01(d) above) prior to the one (1) year anniversary of the date of this Note, Borrower shall pay to Lender a nonrefundable early prepayment fee (the “One Year Early Prepayment Fee”) of one and one half percent (1.50%) of the amount of the Term Loan being prepaid, and (b) in the event Borrower prepays all or any portion of the Term Loan (other than those payments of amortization contemplated by Section 1.01(d) above) prior to the two (2) year anniversary of the date of this Note, but on or after the one (1) year anniversary of this Note, Borrower shall pay to Lender a nonrefundable early prepayment fee (the “Two Year Early Prepayment Fee”) (the Two Year Early Prepayment Fee and the One Year Early Prepayment Fee each an “Early Prepayment Fee”) of three quarters percent (0.75%) of the amount of the Term Loan being prepaid. If Borrower elects to prepay this Note in accordance with this Section 1.02, the amount of the prepayment, together with accrued interest thereon, shall be due and payable on the effective date of the prepayment. For the avoidance of doubt, Borrower may rescind a Prepayment Notice at any time prior to the end of the 30 day notice period hereunder.

1.03 Interest After Default. AFTER THE OCCURRENCE OF AN EVENT OF DEFAULT HEREUNDER, AND UNTIL SUCH EVENT OF DEFAULT HAS BEEN EXPRESSLY WAIVED BY LENDER OR CURED IN ACCORDANCE WITH THE LOAN DOCUMENTS, ANY AND ALL AMOUNTS PAYABLE UNDER THIS NOTE SHALL BEAR INTEREST AT THE RATE (THE “DEFAULT RATE”) THAT IS EQUAL TO THE LESSER OF (i) THE PRIME RATE PLUS EIGHT PERCENT (8.00%) PER ANNUM, OR (ii) THE HIGHEST LAWFUL RATE (AS DEFINED IN ARTICLE 4 BELOW). BORROWER ACKNOWLEDGES AND AGREES THAT IT WOULD BE EXTREMELY DIFFICULT OR IMPRACTICABLE TO FIX THE ACTUAL DAMAGES RESULTING FROM BORROWER’S FAILURE TO PAY THE PRINCIPAL, ACCRUED INTEREST AND OTHER SUMS DUE HEREUNDER AND, THEREFORE, BORROWER SHALL PAY INTEREST AT THE DEFAULT RATE, NOT AS A PENALTY, BUT FOR THE PURPOSE OF DEFRAYING THE EXPENSES INCIDENT TO HANDLING THE PAST DUE PRINCIPAL, INTEREST AND OTHER SUMS DUE UNDER THIS NOTE. INTEREST AT THE DEFAULT RATE REPRESENTS THE REASONABLE ESTIMATE OF THE LOSS THAT MAY BE SUSTAINED BY LENDER DUE TO THE FAILURE OF BORROWER TO TIMELY PAY AMOUNTS DUE HEREUNDER. FOR THE AVOIDANCE OF DOUBT, DEFAULT INTEREST SHALL ONLY APPLY TO DURING THE CONTINUANCE OF AN EVENT OF DEFAULT.

1.04 Late Charge. IF ANY PAYMENT OF INTEREST OR PRINCIPAL DUE HEREUNDER IS NOT MADE WITHIN FIVE (5) BUSINESS DAYS AFTER SUCH PAYMENT IS DUE IN ACCORDANCE WITH THE TERMS HEREOF, THEN, IN ADDITION TO THE PAYMENT OF THE AMOUNT SO DUE, BORROWER SHALL PAY TO LENDER A “LATE CHARGE” OF FIVE CENTS ($0.05) FOR EACH WHOLE DOLLAR SO OVERDUE TO DEFRAY PART OF THE COST OF COLLECTION AND HANDLING SUCH LATE PAYMENT. BORROWER AGREES THAT THE DAMAGES TO BE SUSTAINED BY LENDER FOR THE DETRIMENT CAUSED BY ANY LATE PAYMENT ARE EXTREMELY DIFFICULT AND IMPRACTICAL TO ASCERTAIN, AND THAT THE AMOUNT OF FIVE CENTS ($0.05) FOR EACH ONE DOLLAR DUE IS A REASONABLE ESTIMATE OF SUCH DAMAGES, DOES NOT CONSTITUTE INTEREST, AND IS NOT A PENALTY. LENDER SHALL HAVE NO OBLIGATION TO ACCEPT ANY LATE PAYMENT THAT IS NOT ACCOMPANIED BY THE LATE CHARGE, BUT IF LENDER DOES SO, LENDER SHALL NOT THEREBY WAIVE ITS RIGHT TO THE LATE CHARGE.

Article 2 – DEFAULT AND ACCELERATION

2.01 Event of Default. An “Event of Default” will occur if any of the following events occur:

(a) Failure by Borrower or any Guarantor to pay any principal or interest hereunder within five (5) days after the same becomes due or any fees payable to Lender under the Loan Documents within thirty (30) days after the same becomes due;

(b) Any representation or warranty made by Borrower or any Guarantor in this Note, the Loan Agreement or any other Loan Document or in connection with any borrowing hereunder, or in any certificate, financial statement or other statement furnished by Borrower or any Guarantor to Lender, is untrue in any material respect at the time when made, deemed made or when it is continuing under the terms of the Loan Documents;

(c) Default by Borrower or any Guarantor in the observance or performance of any other covenant or agreement contained in this Note or any Loan Document (other than Financial Covenants, the payment obligation under Section 2.01(a) above or Indebtedness under Section 2.01(j) below), and such default is not cured within thirty (30) days after written notice from Lender of such default;

(d) Default by Borrower or any Guarantor in the observance or performance of any Financial Covenant;

(e) Filing by Borrower or any Guarantor of a voluntary petition in bankruptcy seeking reorganization, arrangement or readjustment of debts, or any other relief under the Bankruptcy Code or under any other insolvency act or law, state or federal, now or hereafter existing;

(f) Filing of an involuntary petition against Borrower or any Guarantor in bankruptcy seeking reorganization, arrangement or readjustment of debts, or any other relief under the Bankruptcy Code or under any other insolvency act or law, state or federal, now or hereafter existing, and the continuance thereof for sixty (60) days undismissed, unbonded, or undischarged; (g) One or more liens or judgments individually or in the aggregate in excess of $250,000 (not covered by independent third-party insurance as to which liability has been accepted by such insurance carrier) shall be rendered against Borrower, and the same are not, within sixty (60) days after the entry, assessment or issuance thereof, discharged, satisfied, or paid, or after execution thereof, stayed or bonded pending appeal, or such judgments are not discharged prior to the expiration of any such stay;

(h) The occurrence of a Change of Control without the prior written consent of Lender;

(i) The creation, incurrence, granting, or permitting to exist of an Encumbrance by Borrower or any Pledgor against any of the Collateral, except Permitted Encumbrances;

(j) The Borrower or any of Borrower’s Domestic Subsidiaries create, incur, assume, or become liable for any Indebtedness in violation of Section 5(g) of the Loan Agreement. FOR THE AVOIDANCE OF DOUBT THE ENTRY INTO ANY MERCHANT CASH ADVANCE FINANCING PROGRAM OR ANY OTHER PROHIBITED FINANCING ARRANGEMENT SHALL BE AN IMMEDIATE EVENT OF DEFAULT UNDER THE LOAN DOCUMENTS AND ENTITLE THE LENDER TO EXERCISE ANY AND ALL RIGHTS AND REMEDIES OF LENDER UNDER THE LOAN DOCUMENTS IN ACCORDANCE WITH THE TERMS THEREOF;

(k) The occurrence and continuance of any event of default on the part of Borrower under any agreement, document or instrument to which Borrower is bound, evidencing or relating to any Indebtedness for borrowed money (other than the Loans) in excess of $250,000;

(l) Any Security Agreement or any Pledge Agreement shall for any reason fail to create a valid and perfected first priority security interest in any portion of the Personal Property Collateral, or Pledged Collateral, as applicable, purported to be covered thereby (regarding priority, subject only to Permitted Encumbrances); or

(m) Any Guarantor shall deny liability under, or seek to limit the amount guaranteed under, or the enforceability of, all or any portion of the Guaranty to which it is a party, or all or any portion of any Guaranty shall be determined to be unenforceable or limited in any manner.

2.02  Remedies. Upon the occurrence of any Event of Default and during the continuance thereof, at the election of Lender and without notice, the principal balance remaining unpaid on this Note, and all unpaid interest accrued thereon and any other amounts due hereunder, shall be and become immediately due and payable in full. Failure to exercise this option shall not constitute a waiver of the right to exercise same in the event of any subsequent Event of Default. Lender shall not, by any act of omission or commission, be deemed to waive any of its rights, remedies or powers hereunder or otherwise unless such waiver is in writing and signed by Lender, and then only to the extent specifically set forth therein. The rights, remedies and powers of Lender, as provided in this Note, the Loan Agreement, the Security Agreements, the Pledge Agreements, the Guaranty Agreements and in all of the other Loan Documents are cumulative and concurrent, and may be pursued singly, successively or together against Borrower, any Pledgor, any Guarantor hereof and any Collateral or security given at any time to secure the repayment hereof, all at the sole discretion of the holder hereof. If any suit or action is instituted or attorneys are employed to collect amounts due under this Note or any part hereof or otherwise to enforce Borrower’s rights hereunder, the prevailing party in any dispute promises and agrees to pay all costs of collection, including reasonable attorneys’ fees and court costs.

Article 3 – SECURITY

As set forth in the Loan Agreement, payment and performance of this Note is guaranteed and secured by (i) the Guaranty Agreements, (ii) the Pledge Agreements, and (iii) the Security Agreements.

Article 4 – SAVINGS CLAUSE

Notwithstanding anything to the contrary, (a) all agreements and communications between Borrower and Lender are hereby and shall automatically be limited so that, after taking into account all amounts deemed interest, the interest contracted for, charged or received by Lender shall never exceed the maximum rate permitted by law (the “Highest Lawful Rate”), (b) in calculating whether any interest exceeds the Highest Lawful Rate, all such interest shall be amortized, prorated, allocated and spread over the full amount and term of all principal indebtedness of Borrower to Lender, and (c) if through any contingency or event, Lender receives or is deemed to receive interest in excess of the Highest Lawful Rate, any such excess shall be deemed to have been applied toward payment of the principal of any and all then outstanding indebtedness of Borrower to Lender, or if there is no such indebtedness, shall immediately be returned to Borrower.

Article 5 – NO ORAL CHANGE

This Note may not be modified, amended, waived, extended, changed, discharged or terminated orally or by any act or failure to act on the part of Borrower or Lender, but only by an agreement in writing signed by the party against whom enforcement of any modification, amendment, waiver, extension, change, discharge or termination is sought.

Article 6 – WAIVERS

Borrower and all others who may become liable for the payment of all or any part of this Note do hereby severally waive presentment and demand for payment, notice of dishonor, notice of intention to accelerate, notice of acceleration, protest and notice of protest and non-payment and all other notices of any kind except as expressly provided in this Note or the Loan Agreement. No release of any Collateral for the Initial Term Loan or extension of time for payment of this Note or any installment hereof, and no alteration, amendment or waiver of any provision of this Note, the Loan Agreement or the other Loan Documents made by agreement between Lender or any other Person shall release, modify, amend, waive, extend, change, discharge, terminate or affect the liability of Borrower, and any other Person who may become liable for the payment of all or any part of the Initial Term Loan, under this Note, the Loan Agreement or the other Loan Documents. No notice to or demand on Borrower shall be deemed to be a waiver of the obligation of Borrower or of the right of Lender to take further action without further notice or demand as provided for in this Note, the Loan Agreement or the other Loan Documents. The agreements contained herein shall remain in full force and be applicable notwithstanding any changes in the shareholders comprising, or the officers and directors relating to, Borrower, and the term “Borrower” as used herein, shall include any alternative or successor corporation, but any predecessor corporation shall not be relieved of liability hereunder. (Nothing in the foregoing sentence shall be construed as a consent to, or a waiver of, any prohibition or restriction on transfers of Equity Interests in such borrowing entity which may be set forth in the Loan Agreement, the Guaranty Agreements or any other Loan Documents.) If Borrower consists of more than one person or party, the obligations and liabilities of each person or party shall be joint and several.

ARTICLE 7 – TRIAL BY JURY/JUDICIAL REFERENCE

BORROWER HEREBY AGREES NOT TO ELECT A TRIAL BY JURY OF ANY ISSUE TRIABLE OF RIGHT BY JURY, AND WAIVES ANY RIGHT TO TRIAL BY JURY FULLY TO THE EXTENT THAT ANY SUCH RIGHT SHALL NOW OR HEREAFTER EXIST WITH REGARD TO THIS NOTE, OR ANY CLAIM, COUNTERCLAIM OR OTHER ACTION ARISING IN CONNECTION THEREWITH (EACH, A “CLAIM”). THIS WAIVER OF RIGHT TO TRIAL BY JURY IS GIVEN KNOWINGLY AND VOLUNTARILY BY BORROWER, AND IS INTENDED TO ENCOMPASS INDIVIDUALLY EACH INSTANCE AND EACH ISSUE AS TO WHICH THE RIGHT TO A TRIAL BY JURY WOULD OTHERWISE ACCRUE. LENDER IS HEREBY AUTHORIZED TO FILE A COPY OF THIS ARTICLE 7 IN ANY PROCEEDING AS CONCLUSIVE EVIDENCE OF THIS WAIVER BY BORROWER. IN THE EVENT THAT THE JURY WAIVER IN THE FOREGOING IS NOT ENFORCEABLE UNDER CALIFORNIA LAW, THEN BORROWER AGREES THAT ANY AND ALL CLAIMS SHALL BE RESOLVED (AND A DECISION SHALL BE RENDERED) BY WAY OF A GENERAL REFERENCE AS PROVIDED FOR IN PART 2, TITLE 8, CHAPTER 6 (§ 638 ET. SEQ.) OF THE CALIFORNIA CODE OF CIVIL PROCEDURE, OR ANY SUCCESSOR CALIFORNIA STATUTE GOVERNING RESOLUTION OF DISPUTES BY A COURT APPOINTED REFEREE.

Article 8 – TRANSFER

Upon the transfer of this Note in accordance with the Loan Agreement, Lender may deliver all the Collateral granted, pledged or assigned pursuant to the Loan Documents, or any part thereof, to the transferee who shall thereupon become vested with all the rights herein or under applicable law given to Lender with respect thereto, and Lender shall thereafter forever be relieved and fully discharged from any liability or responsibility in the matter arising from events thereafter occurring; but Lender shall retain all rights hereby given to it with respect to any liabilities and the Collateral not so transferred

Article 9 – GOVERNING LAW

This Note is governed and controlled as to validity, enforcement, interpretation, construction, effect and in all other respects by the statutes, laws and decisions of the State of California, without regard to its conflict of laws provisions.

Article 10 – NOTICES

All notices or other written communications hereunder shall be delivered in accordance with the manner provided in the Loan Agreement for delivery of notices.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Borrower has duly executed this Note as of the day and year first above written.

[SIGNATURE PAGE TO TERM LOAN PROMISSORY NOTE]

Exhibit 10.3

Execution Version

GUARANTY

THIS GUARANTY (this “Guaranty”) is made and entered into as of February 17, 2026 by VEEA INC.,a Delaware corporation (“Guarantor”), in favor of PASADENA PRIVATE LENDING INC., a Delaware corporation (“Lender”), in connection with that certain Loan Agreement of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) by and among Lender, VEEASYSTEMS INC., a Delaware corporation (the “Borrower”), Guarantor and the other Guarantors identified therein. Unless otherwise indicated herein, all terms in this Guaranty carry the same definitions as those in the Loan Agreement. As a material inducement to and in consideration of Lender entering into the Loan Agreement and making the Loans described therein, Guarantor hereby agrees as follows:

1. Guarantor acknowledges and agrees that Guarantor is receiving independent financial benefit, directly or indirectly, from the making of the Loans evidenced by the Loan Agreement.

2. Guarantor, unconditionally and irrevocably, guarantees, as a primary obligor and not as a surety, and promises to perform and be liable for (a) all Loans and all indebtedness (including principal and accrued interest) arising solely under the Loan Agreement and/or any other Loan Document, (b) all reasonable fees, costs and expenses due or payable by the Borrower to Lender in connection with the Loans or under the Loan Agreement or any other Loan Documents, and (c) all additional or other indebtedness, obligations or liabilities of Borrower, Guarantor, the Company Guarantors or the Individual Guarantors to Lender arising solely in connection with the Loans or under the Loan Agreement, any Guaranty or any other Loan Document (the “Guaranteed Obligations”), including without limitation any such indebtedness, obligations or liabilities pursuant to (i) that certain Term Loan Promissory Note of even date herewith in the principal amount of $5,550,000, executed by the Borrower (the “Initial Term Note”), and (ii) any Accordion Term Loan Promissory Note which may be executed by the Borrower in connection with the Loan Agreement in an aggregate principal amount of up to $5,000,000 (each an “Accordion Term Note” and collectively, with the Initial Term Note, the “Notes”). Accordingly, Guarantor acknowledges and agrees that Lender may enforce this Guaranty against any Guarantor, in whole or in part, without the need or obligation to enforce this Guaranty against any other Person, including Borrower or any other Guarantor.

3. Guarantor agrees that, without the consent of, or notice to, Guarantor and without affecting any of the obligations of Guarantor under this Guaranty, (a) Lender and Borrower may amend, compromise, release, or otherwise alter any term, covenant, or condition of the Loan Agreement and the other Loan Documents, and Lender may assign, sell or transfer its interest in the Loans by operation of law or otherwise as expressly permitted under the Loan Agreement, and Guarantor guarantees and promises to perform all the obligations of Borrower under the Loan Agreement and the other Loan Documents as so amended, compromised, released, or altered, and notwithstanding such sale, transfer or assignment; (b) Lender may release, substitute, or add any guarantor of or party to the Loan Agreement or the other Loan Documents; (c) Lender may exercise, not exercise, impair, modify, limit, destroy, or suspend any right or remedy of Lender under the Loan Agreement and the other Loan Documents; and (d) Lender or any other Person acting on Lender’s behalf may otherwise act toward, or enforce Lender’s rights against, Borrower, Guarantor, any party to the Loan Agreement and the other Loan Documents, or any other guarantor or other Person.

4. Guarantor waives and agrees not to assert or take advantage of (a) any right to require Lender to proceed against Borrower or any other Person, or to pursue any other remedy before proceeding against Guarantor; (b) any right or defense that may arise by reason of the incapacity, lack of authority, death, or disability of Borrower, or any other Person; (c) any right or defense arising by reason of the absence, impairment, modification, limitation, destruction, or cessation (in bankruptcy, by an election of remedies, or otherwise) of the liability of Borrower of the subrogation rights of Guarantor, or of the right of Guarantor to proceed against Borrower for reimbursement; and (d) the benefit of any statute of limitations affecting the liability of Guarantor under this Guaranty or the enforcement of this Guaranty. Without limiting the generality of the foregoing, Guarantor waives the benefits of the provisions of California Civil Code §§ 2809–2810, 2815, 2819, 2845, and 2849–2850 and any similar or analogous statutes of California or any other jurisdiction. In addition, Guarantor waives and agrees not to assert or take advantage of any right or defense based on the absence of any or all presentments, demands (including demands for performance), notices (including notices of adverse change in the financial status of Borrower or other facts that increase the risk to Guarantor, notices of nonperformance, and notices of acceptance of this Guaranty), and protests of each and every kind. Additionally, without limiting any of the foregoing, Guarantor further expressly:

THE PROVISIONS OF THIS SECTION MEAN, AMONG OTHER THINGS:

FURTHER, THE PROVISIONS OF THIS GUARANTY CONSTITUTE AN UNCONDITIONAL AND IRREVOCABLE WAIVER OF ANY RIGHTS AND DEFENSES GUARANTOR MAY HAVE BECAUSE BORROWER’S OBLIGATIONS ARE SECURED BY REAL PROPERTY. THESE RIGHTS AND DEFENSES, INCLUDE, BUT ARE NOT LIMITED TO, ANY RIGHTS OR DEFENSES BASED UPON SECTION 580(A), SECTION 580(B), SECTION 580(D) OR SECTION 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE.

5. Until all of Borrower’s obligations under the Loan Agreement and the other Loan Documents are fully performed, Guarantor (a) will have no right of subrogation against Borrower by reason of any payments or acts of performance by Guarantor under this Guaranty; and (b) subordinates any liability or indebtedness of Borrower now or hereafter held by Guarantor to Borrower’s obligations under, arising out of, or related to the Loan Agreement and the other Loan Documents, except as expressly provided for in the Loan Agreement.

6. This Guaranty applies to, inures to the benefit of, and binds all parties to this Guaranty, their heirs, devisees, legatees, executors, administrators, representatives, successors, and assigns. This Guaranty may be assigned by Lender only in connection with an assignment of the Loans in accordance with the Loan Agreement.

7. Guarantor will not, without the prior written consent of Lender, commence (or join with any other Person in commencing) any bankruptcy, reorganization, or insolvency proceeding against Borrower. The obligations of Guarantor under this Guaranty will not be altered, limited, or affected by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation, or arrangement of Borrower, or by any defense that Borrower may have by reason of any order, decree, or decision of any court or administrative body resulting from any such proceeding. Guarantor will file in any bankruptcy, or other proceeding in which the filing of claims is required or permitted by law, all claims that Guarantor may have against Borrower relating to any indebtedness of Borrower to Guarantor, and Guarantor will assign to Lender all rights of Guarantor under these claims. Lender will have the sole right to accept or reject any plan proposed in such proceeding and to take any other action that a party filing a claim is entitled to take. In all such cases, whether in administration, bankruptcy, or otherwise, the Person or Persons authorized to pay such claim will pay to Lender the amount payable on such claim and, to the full extent necessary for that purpose, Guarantor assigns to Lender all of Guarantor’s rights to any such payments or distributions to which Guarantor would otherwise be entitled; provided that Guarantor’s obligations under this Guaranty will not be satisfied except to the extent that Lender receives cash by reason of any such payment or distribution. If Lender receives anything other than cash, it will be held as collateral for amounts due under this Guaranty.

8. To the extent now or hereafter permitted by law, Guarantor waives the right to a jury trial of any cause of action, claim, counterclaim, or cross-complaint in any action, proceeding, or other hearing brought by either Lender against Borrower or Guarantor or by Borrower or Guarantor against Lender on any matter arising out of, or in any way connected with, the Loan Agreement and the other Loan Documents, this Guaranty, the relationship of Lender and Borrower, or any claim of injury or damage, or the enforcement of any remedy under any law, statute, or regulation, emergency or otherwise, now or hereafter in effect (each, a “Party Claim”). In the event that the jury waiver in the foregoing is not enforceable under California law, then Guarantor agrees that any and all Party Claims shall be resolved (and a decision shall be rendered) by way of a general reference as provided for in Part 2, Title 8, Chapter 6 (§ 638 et. seq.) of the California Code of Civil Procedure, or any successor California statute governing resolution of disputes by a court appointed referee.

9. As a further material part of the consideration to Lender to enter into the Loan Agreement and the other Loan Documents with Borrower, (a) Guarantor agrees that the law of the State of California will govern all questions with respect to this Guaranty; (b) Guarantor agrees that any suit, action, or proceeding arising directly or indirectly from this Guaranty, the Loan Agreement and the other Loan Documents, or the subject matter of any of such will be litigated only in courts located within the County of Los Angeles and State of California; and (c) Guarantor irrevocably consents to the jurisdiction of any local, state, or federal court located within the County of Los Angeles and State of California.

10. If a claim (a “Claim”) is made against Lender at any time (whether before or after payment or performance in full of any obligation of Guarantor, and whether such Claim is asserted in a bankruptcy proceeding or otherwise) for repayment or recovery of any amount or other value received by Lender (from any source) in payment of, or on account of, any obligation of Guarantor under this Guaranty, and if Lender repays such amount, returns value, or otherwise becomes liable for all or part of such Claim by reason of (a) any judgment, decree, or order of any court or administrative body; or (b) any settlement or compromise of such Claim, then Guarantor will remain liable to Lender for the amount so repaid or returned or for which Lender is liable to the same extent as if such payments or value had never been received by Lender, despite any termination of this Guaranty, termination of the Loan Agreement or the other Loan Documents, or cancellation of any document evidencing any obligation of Guarantor under this Guaranty.

11. This Guaranty will constitute the entire agreement between Guarantor and Lender with respect to the subject matter of this Guaranty and supersedes all prior agreements and understandings, whether verbal or written, of the parties, pertaining to that subject matter. Guarantor is not relying on any representations, warranties, or inducements from Lender that are not expressly stated in this Guaranty.

12. No provision of this Guaranty or right of Lender under it may be waived, nor may Guarantor be released from any obligation under this Guaranty, except by a writing duly executed by an authorized officer or director of Lender. This Guaranty may not be changed or amended orally but only by an instrument in writing signed by the party against whom enforcement of the change or amendment is sought.

13. In the event that one or more of the provisions contained in this Guaranty shall be deemed to be invalid, illegal or unenforceable in any respect under any applicable law, the other provisions contained herein shall not in any way be affected or impaired thereby, and this Guaranty shall remain effective in all respects to the maximum extent permitted by law.

14. The waiver or failure to enforce any provision of this Guaranty will not operate as a waiver of any other breach of such provision or any other provisions of this Guaranty; nor will any single or partial exercise of any right, power, or privilege preclude any other or further such exercise or the exercise of any other right, power, or privilege.

15. Time is strictly of the essence under this Guaranty and any amendment, modification, or revision of this Guaranty.

16. If an action against the other party arises out of this Guaranty, the prevailing party will be entitled to have and recover from the other party reasonable attorney fees and documented, out-of-pocket collection costs incurred in, and in preparation for, the action, arbitration, or mediation.

17. Any notice, request, demand, instruction, or other communication to be given to any party under this Guaranty must be in writing and must be delivered in the manner provided in the Loan Agreement for delivery of notices (and will be deemed delivered in accordance with the time periods set forth in the Loan Agreement) and addressed to the party to be notified at the address set forth next to the parties’ signatures, or to such other place as the party to be notified may from time to time designate by at least fifteen (15) days’ notice to the notifying party.

18. Guarantor represents that the execution and delivery of this Guaranty will not result in any breach of, or constitute a default under, any mortgage, deed of trust, lease loan, credit agreement, partnership agreement, or other contract or instrument to which Guarantor is a party or by which Guarantor may be bound.

19. Guarantor acknowledges that the Company Guarantors and Individual Guarantors are concurrently entering into separate guaranty agreements (collectively, the “Affiliate Guaranty”) in favor of Lender with respect to the Loan Agreement and the other Loan Documents and that the guaranty provided pursuant to this Guaranty is and shall be joint and several with the Affiliate Guaranty, such that Lender may enforce this Guaranty in whole or part against Guarantor under this Guaranty, and not enforce the Affiliate Guaranty, or pursue enforcement against one or more Affiliate Guarantors and not against the Guarantor under this Guaranty, or pursue enforcement against Guarantor, the Company Guarantors or Individual Guarantors, all in Lender’s sole and absolute discretion.

20. This Guaranty shall terminate, and be of no further force or effect, and Guarantor shall no further obligations hereunder upon the payment in full of the Guaranteed Obligations (except if and to the extent of any obligations thereunder expressly survive thereafter and subject to any reinstatement of such Guaranteed Obligations) without the necessity of any further act, condition or acceptance by Lender, and Lender agrees to promptly execute and deliver to Borrower and Guarantor such documents as Borrower and Guarantor may reasonably request to evidence such termination.

21. Each of the parties will execute such other and further documents and do such further acts as may be reasonably required to effectuate the intent of the parties and carry out the terms of this Guaranty.

22. This Guaranty may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Guaranty by facsimile, electronic (e.g., DocuSign) or by “PDF” attachment to an email to the recipient party shall be effective as delivery of a manually executed counterpart of this Guaranty.

23. Guarantor acknowledges the law firm of Dorsey & Whitney LLP (the “Firm”) has prepared the Loan Agreement and the other Loan Documents on behalf of Lender. The Firm does not represent Borrower, Guarantor or any other Person in connection with the Loan Agreement or any other Loan Document, nor possesses fiduciary duties to Borrower, Guarantor or any other Person in connection with the Loan Agreement or any other Loan Document, and Borrower and Guarantor have had the opportunity to engage its, his or her own independent tax and legal counsel in connection with the Loan and the execution of the Loan Documents.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned Guarantor has executed this Guaranty as of the date first set forth above.

[SIGNATURE PAGE TO GUARANTY AGREEMENT (PARENT)]

Exhibit 10.4

Execution Version

GUARANTY

THIS GUARANTY (this “Guaranty”) is made and entered into as of February 17, 2026 by ALLEN SALMASI, an individual residing in the State of New York (“Allen”), and NICOLESALMASI an individual residing in the State of New York (“Nicole” and together with Allen, each individually and collectively, joint and severally, the “Guarantor”), in favor of PASADENA PRIVATE LENDING INC., a Delaware corporation (“Lender”), in connection with that certain Loan Agreement of even date herewith (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) by and among Lender, VEEASYSTEMS INC., a Delaware corporation (the “Borrower”), Guarantor and the other Guarantors identified therein. Unless otherwise indicated herein, all terms in this Guaranty carry the same definitions as those in the Loan Agreement. As a material inducement to and in consideration of Lender entering into the Loan Agreement and making the Loans described therein, Guarantor hereby agrees as follows:

1. Guarantor acknowledges and agrees that Guarantor is receiving independent financial benefit, directly or indirectly, from the making of the Loans evidenced by the Loan Agreement.

2. Guarantor, unconditionally and irrevocably, guarantees, as a primary obligor and not as a surety, and promises to perform and be liable for (a) all Loans and all indebtedness (including principal and accrued interest) arising solely under the Loan Agreement and/or any other Loan Document, (b) all reasonable fees, costs and expenses due or payable by the Borrower to Lender in connection with the Loans or under the Loan Agreement or any other Loan Documents, and (c) all additional or other indebtedness, obligations or liabilities of Borrower, Guarantor or the Company Guarantors to Lender arising solely in connection with the Loans or under the Loan Agreement, any Guaranty or any other Loan Document (the “Guaranteed Obligations”), including without limitation any such indebtedness, obligations or liabilities pursuant to (i) that certain Term Loan Promissory Note of even date herewith in the principal amount of $5,550,000, executed by the Borrower (the “Initial Term Note”), and (ii) any Accordion Term Loan Promissory Note which may be executed by the Borrower in connection with the Loan Agreement in an aggregate principal amount of up to $5,000,000 (each an “Accordion Term Note” and collectively, with the Initial Term Note, the “Notes”). Accordingly, Guarantor acknowledges and agrees that Lender may enforce this Guaranty against any Guarantor, in whole or in part, without the need or obligation to enforce this Guaranty against any other Person, including Borrower or any other Guarantor.

3. Guarantor agrees that, without the consent of, or notice to, Guarantor and without affecting any of the obligations of Guarantor under this Guaranty, (a) Lender and Borrower may amend, compromise, release, or otherwise alter any term, covenant, or condition of the Loan Agreement and the other Loan Documents, and Lender may assign, sell or transfer its interest in the Loans by operation of law or otherwise as expressly permitted under the Loan Agreement, and Guarantor guarantees and promises to perform all the obligations of Borrower under the Loan Agreement and the other Loan Documents as so amended, compromised, released, or altered, and notwithstanding such sale, transfer or assignment; (b) Lender may release, substitute, or add any guarantor of or party to the Loan Agreement or the other Loan Documents; (c) Lender may exercise, not exercise, impair, modify, limit, destroy, or suspend any right or remedy of Lender under the Loan Agreement and the other Loan Documents; and (d) Lender or any other Person acting on Lender’s behalf may otherwise act toward, or enforce Lender’s rights against, Borrower, Guarantor, any party to the Loan Agreement and the other Loan Documents, or any other guarantor or other Person.

4. Guarantor waives and agrees not to assert or take advantage of (a) any right to require Lender to proceed against Borrower or any other Person, or to pursue any other remedy before proceeding against Guarantor; (b) any right or defense that may arise by reason of the incapacity, lack of authority, death, or disability of Borrower, or any other Person; (c) any right or defense arising by reason of the absence, impairment, modification, limitation, destruction, or cessation (in bankruptcy, by an election of remedies, or otherwise) of the liability of Borrower of the subrogation rights of Guarantor, or of the right of Guarantor to proceed against Borrower for reimbursement; and (d) the benefit of any statute of limitations affecting the liability of Guarantor under this Guaranty or the enforcement of this Guaranty. Without limiting the generality of the foregoing, Guarantor waives the benefits of the provisions of California Civil Code §§ 2809–2810, 2815, 2819, 2845, and 2849–2850 and any similar or analogous statutes of California or any other jurisdiction. In addition, Guarantor waives and agrees not to assert or take advantage of any right or defense based on the absence of any or all presentments, demands (including demands for performance), notices (including notices of adverse change in the financial status of Borrower or other facts that increase the risk to Guarantor, notices of nonperformance, and notices of acceptance of this Guaranty), and protests of each and every kind. Additionally, without limiting any of the foregoing, Guarantor further expressly:

THE PROVISIONS OF THIS SECTION MEAN, AMONG OTHER THINGS:

FURTHER, THE PROVISIONS OF THIS GUARANTY CONSTITUTE AN UNCONDITIONAL AND IRREVOCABLE WAIVER OF ANY RIGHTS AND DEFENSES GUARANTOR MAY HAVE BECAUSE BORROWER’S OBLIGATIONS ARE SECURED BY REAL PROPERTY. THESE RIGHTS AND DEFENSES, INCLUDE, BUT ARE NOT LIMITED TO, ANY RIGHTS OR DEFENSES BASED UPON SECTION 580(A), SECTION 580(B), SECTION 580(D) OR SECTION 726 OF THE CALIFORNIA CODE OF CIVIL PROCEDURE.

5. Until all of Borrower’s obligations under the Loan Agreement and the other Loan Documents are fully performed, Guarantor (a) will have no right of subrogation against Borrower by reason of any payments or acts of performance by Guarantor under this Guaranty; and (b) subordinates any liability or indebtedness of Borrower now or hereafter held by Guarantor to Borrower’s obligations under, arising out of, or related to the Loan Agreement and the other Loan Documents, except as expressly provided for in the Loan Agreement.

6. This Guaranty applies to, inures to the benefit of, and binds all parties to this Guaranty, their heirs, devisees, legatees, executors, administrators, representatives, successors, and assigns. This Guaranty may be assigned by Lender only in connection with an assignment of the Loans in accordance with the Loan Agreement.

7. Guarantor will not, without the prior written consent of Lender, commence (or join with any other Person in commencing) any bankruptcy, reorganization, or insolvency proceeding against Borrower. The obligations of Guarantor under this Guaranty will not be altered, limited, or affected by any proceeding, voluntary or involuntary, involving the bankruptcy, insolvency, receivership, reorganization, liquidation, or arrangement of Borrower, or by any defense that Borrower may have by reason of any order, decree, or decision of any court or administrative body resulting from any such proceeding. Guarantor will file in any bankruptcy, or other proceeding in which the filing of claims is required or permitted by law, all claims that Guarantor may have against Borrower relating to any indebtedness of Borrower to Guarantor, and Guarantor will assign to Lender all rights of Guarantor under these claims. Lender will have the sole right to accept or reject any plan proposed in such proceeding and to take any other action that a party filing a claim is entitled to take. In all such cases, whether in administration, bankruptcy, or otherwise, the Person or Persons authorized to pay such claim will pay to Lender the amount payable on such claim and, to the full extent necessary for that purpose, Guarantor assigns to Lender all of Guarantor’s rights to any such payments or distributions to which Guarantor would otherwise be entitled; provided that Guarantor’s obligations under this Guaranty will not be satisfied except to the extent that Lender receives cash by reason of any such payment or distribution. If Lender receives anything other than cash, it will be held as collateral for amounts due under this Guaranty.

8. To the extent now or hereafter permitted by law, Guarantor waives the right to a jury trial of any cause of action, claim, counterclaim, or cross-complaint in any action, proceeding, or other hearing brought by either Lender against Borrower or Guarantor or by Borrower or Guarantor against Lender on any matter arising out of, or in any way connected with, the Loan Agreement and the other Loan Documents, this Guaranty, the relationship of Lender and Borrower, or any claim of injury or damage, or the enforcement of any remedy under any law, statute, or regulation, emergency or otherwise, now or hereafter in effect (each, a “Party Claim”). In the event that the jury waiver in the foregoing is not enforceable under California law, then Guarantor agrees that any and all Party Claims shall be resolved (and a decision shall be rendered) by way of a general reference as provided for in Part 2, Title 8, Chapter 6 (§ 638 et. seq.) of the California Code of Civil Procedure, or any successor California statute governing resolution of disputes by a court appointed referee.

9. As a further material part of the consideration to Lender to enter into the Loan Agreement and the other Loan Documents with Borrower, (a) Guarantor agrees that the law of the State of California will govern all questions with respect to this Guaranty; (b) Guarantor agrees that any suit, action, or proceeding arising directly or indirectly from this Guaranty, the Loan Agreement and the other Loan Documents, or the subject matter of any of such will be litigated only in courts located within the County of Los Angeles and State of California; and (c) Guarantor irrevocably consents to the jurisdiction of any local, state, or federal court located within the County of Los Angeles and State of California.

10. If a claim (a “Claim”) is made against Lender at any time (whether before or after payment or performance in full of any obligation of Guarantor, and whether such Claim is asserted in a bankruptcy proceeding or otherwise) for repayment or recovery of any amount or other value received by Lender (from any source) in payment of, or on account of, any obligation of Guarantor under this Guaranty, and if Lender repays such amount, returns value, or otherwise becomes liable for all or part of such Claim by reason of (a) any judgment, decree, or order of any court or administrative body; or (b) any settlement or compromise of such Claim, then Guarantor will remain liable to Lender for the amount so repaid or returned or for which Lender is liable to the same extent as if such payments or value had never been received by Lender, despite any termination of this Guaranty, termination of the Loan Agreement or the other Loan Documents, or cancellation of any document evidencing any obligation of Guarantor under this Guaranty.

11. This Guaranty will constitute the entire agreement between Guarantor and Lender with respect to the subject matter of this Guaranty and supersedes all prior agreements and understandings, whether verbal or written, of the parties, pertaining to that subject matter. Guarantor is not relying on any representations, warranties, or inducements from Lender that are not expressly stated in this Guaranty.

12. No provision of this Guaranty or right of Lender under it may be waived, nor may Guarantor be released from any obligation under this Guaranty, except by a writing duly executed by an authorized officer or director of Lender. This Guaranty may not be changed or amended orally but only by an instrument in writing signed by the party against whom enforcement of the change or amendment is sought.

13. In the event that one or more of the provisions contained in this Guaranty shall be deemed to be invalid, illegal or unenforceable in any respect under any applicable law, the other provisions contained herein shall not in any way be affected or impaired thereby, and this Guaranty shall remain effective in all respects to the maximum extent permitted by law.

14. The waiver or failure to enforce any provision of this Guaranty will not operate as a waiver of any other breach of such provision or any other provisions of this Guaranty; nor will any single or partial exercise of any right, power, or privilege preclude any other or further such exercise or the exercise of any other right, power, or privilege.

15. Time is strictly of the essence under this Guaranty and any amendment, modification, or revision of this Guaranty.

16. If an action against the other party arises out of this Guaranty, the prevailing party will be entitled to have and recover from the other party reasonable attorney fees and documented, out-of-pocket collection costs incurred in, and in preparation for, the action, arbitration, or mediation.

17. Any notice, request, demand, instruction, or other communication to be given to any party under this Guaranty must be in writing and must be delivered in the manner provided in the Loan Agreement for delivery of notices (and will be deemed delivered in accordance with the time periods set forth in the Loan Agreement) and addressed to the party to be notified at the address set forth next to the parties’ signatures, or to such other place as the party to be notified may from time to time designate by at least fifteen (15) days’ notice to the notifying party.

18. Guarantor represents that the execution and delivery of this Guaranty will not result in any breach of, or constitute a default under, any mortgage, deed of trust, lease loan, credit agreement, partnership agreement, or other contract or instrument to which Guarantor is a party or by which Guarantor may be bound.

19. Guarantor acknowledges that the Company Guarantors are concurrently entering into separate guaranty agreements (collectively, the “Affiliate Guaranty”) in favor of Lender with respect to the Loan Agreement and the other Loan Documents and that the guaranty provided pursuant to this Guaranty is and shall be joint and several with the Affiliate Guaranty, such that Lender may enforce this Guaranty in whole or part against Guarantor under this Guaranty, and not enforce the Affiliate Guaranty, or pursue enforcement against one or more Affiliate Guarantors and not against the Guarantor under this Guaranty, or pursue enforcement against Guarantor or the Company Guarantors, all in Lender’s sole and absolute discretion.

20. This Guaranty shall terminate, and be of no further force or effect, and Guarantor shall no further obligations hereunder upon the payment in full of the Guaranteed Obligations (except if and to the extent of any obligations thereunder expressly survive thereafter and subject to any reinstatement of such Guaranteed Obligations) without the necessity of any further act, condition or acceptance by Lender, and Lender agrees to promptly execute and deliver to Borrower and Guarantor such documents as Borrower and Guarantor may reasonably request to evidence such termination.

21. Each of the parties will execute such other and further documents and do such further acts as may be reasonably required to effectuate the intent of the parties and carry out the terms of this Guaranty.

22. This Guaranty may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Guaranty by facsimile, electronic (e.g., DocuSign) or by “PDF” attachment to an email to the recipient party shall be effective as delivery of a manually executed counterpart of this Guaranty.

23. Guarantor acknowledges the law firm of Dorsey & Whitney LLP (the “Firm”) has prepared the Loan Agreement and the other Loan Documents on behalf of Lender. The Firm does not represent Borrower, Guarantor or any other Person in connection with the Loan Agreement or any other Loan Document, nor possesses fiduciary duties to Borrower, Guarantor or any other Person in connection with the Loan Agreement or any other Loan Document, and Borrower and Guarantor have had the opportunity to engage its, his or her own independent tax and legal counsel in connection with the Loan and the execution of the Loan Documents.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned Guarantor has executed this Guaranty as of the date first set forth above.

[SIGNATURE PAGE TO GUARANTY AGREEMENT (INDIVIDUAL GUARANTORS)]

Exhibit 10.5

Execution Version

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (this “Agreement”) is made effective as of February 17, 2026 between (i) VEEA INC., a Delaware corporation (“Pledgor”), on the one hand, and (ii) PASADENA PRIVATE LENDING INC., a Delaware corporation (“Pledgee”), on the other hand.

WHEREAS, pursuant to that certain Loan Agreement, dated as of February 17, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) by and among Pledgee, Pledgor, the other Guarantors identified therein, and VEEASYSTEMS INC., a Delaware corporation (the “Company”), Pledgee (i) has provided a term loan to the Company in the principal amount of $5,550,000 (the “Initial Term Loan”), which is evidenced by the Initial Term Note, executed by the Company and (ii) may provide from time to time additional term loans to the Company in an aggregate principal amount of up to $5,000,000 (the “Accordion Term Loans” and together with the Initial Term Loan, the “Loans”) which shall be evidenced by one or more Accordion Term Notes (collectively, with the Initial Term Note, the “Notes”). The execution and delivery of this Agreement by Pledgor is a condition precedent and material inducement to Pledgee’s agreement to enter into the Loan Agreement and the related Loan Documents, and to make the Loan described therein.

WHEREAS, Pledgor will derive substantial direct and indirect benefit from the Pledgee’s agreement to enter into the Loan Agreement and the related Loan Documents, and to make the Loans described therein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Certain Definitions. Capitalized terms not otherwise defined herein which are defined in the Loan Agreement shall have the meanings herein as set forth therein, and capitalized terms not otherwise defined herein which are defined in the Code (as defined below) shall have the meanings set forth in the Code. In addition to other terms defined elsewhere in this Agreement, the following terms shall have the following meanings, respectively:

“Code” shall mean the Uniform Commercial Code from time to time in effect in the State of California or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any Pledged Collateral, the Uniform Commercial Code as in effect from time to time in such other state.

“Obligations” shall mean (a) the Loans and all indebtedness (including principal and accrued interest) relating thereto evidenced by the Loan Agreement, the Notes and/or any other Loan Document, (b) all fees, costs and expenses due or payable by Company to Pledgee in connection with the Loans or under the Loan Agreement, the Notes or any other Loan Documents, and (c) all additional or other indebtedness, obligations or liabilities of Company or any Guarantor to Pledgee arising under or in connection with the Loans or under the Loan Agreement, the Notes, any Parent Guaranty or any other and other Loan Document.

“Pledged Collateral” shall have the meaning assigned to that term in Section 2 hereof.

“Proceeds” shall mean “proceeds,” as such term is defined in the Code, and, in addition, any and all amounts received when any Pledged Collateral or proceeds thereof are sold, exchanged, collected or otherwise disposed of, both cash and non-cash, including proceeds of insurance, indemnity, warranty or guarantee paid or payable on any Pledged Collateral and any and all other amounts paid or payable under or in connection with any of the Pledged Collateral.

“Voting Rights” shall have the meaning assigned to that term in Section 3 hereof.

The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

2. Grant of Security Interest. As security for full and timely payment and performance of the Obligations in accordance with the terms thereof, and in order to induce Pledgee to enter into the Loan Agreement and the other Loan Documents, Pledgor hereby pledges, hypothecates, transfers and collaterally transfers to Pledgee, and grants to, and creates in favor of, Pledgee a security interest under the Code in, all of Pledgor’s right, title and interest in, to and under the following (collectively, the “Pledged Collateral”):

(a) all of the capital stock and/or other ownership interests in or issued by the Company to Pledgor, including, without limitation, the capital stock interests described on Schedule I attached hereto and incorporated herein by reference and including (if applicable) each and every certificate which may now or hereafter represent or evidence any such capital stock and/or other ownership interest in the Company (collectively, the “Pledged Interests”);

(b) all of Pledgor’s right, title, and interest in any and all distributions, issues, profits, and shares (including rights in the nature of warrants, purchase options, or options to acquire any property or further interest in the Company) payable or distributable by the Company in respect of the Pledged Interests, whether in cash or otherwise, whether for capital or income or surplus or otherwise, including distributions upon liquidation, dissolution, revision, reclassification, split up, or other change or transaction affecting the Company, or as a sale, refinancing, or other capital transaction affecting any assets or property of the Company;

(c) all of Pledgor’s right, title, and interest as owner of the Pledged Interests and under Company’s articles of incorporation, bylaws or other formation or operating agreement or shareholders agreement or voting rights agreement (including, without limitation, all of Pledgor’s rights under such documents, including, without limitation, any right to terminate, amend, supplement, modify or waive performance thereunder, compel performance thereunder, and otherwise to exercise all remedies thereunder);

(d) subject to the terms of this Agreement, all of Pledgor’s right to vote upon, approve, or consent to (or withhold consent or approval to) any matter pursuant to the Company’s articles of incorporation, bylaws or other formation or operating agreement or shareholders agreement or voting rights agreement, or otherwise to control, manage, or direct the affairs of the Company; and Concurrently with the execution and delivery of this Agreement, Pledgor shall cause the Company to execute and deliver to Pledgee a Pledged Entity Acknowledgement in the form of Exhibit A attached hereto.

(e) all Proceeds of the Pledged Interests.

In connection with the security interest being granted pursuant to this Agreement, all certificates, if any, representing or evidencing the Pledged Interests shall be delivered to and held by or on behalf of Pledgee pursuant hereto and shall be accompanied by duly executed instruments of transfer or assignments in blank, all in form and substance reasonably satisfactory to Pledgee. Pledgee shall have the right, as it determines to be necessary or advisable in its discretion in connection with the exercise of its remedies under Section 6 hereof, and without notice to Pledgor, at any time after the occurrence and during the continuation of an Event of Default, (i) to transfer to or to register in the name of Pledgee or its nominees, subject to the terms of this Agreement, any or all of the Pledged Interests and (ii) shall have the right at any time to exchange certificates or instruments representing or evidencing any Pledged Interests for certificates or instruments of smaller or larger denominations.

Furthermore, Pledgor agrees to, with respect to any capital stock or any other ownership interests being pledged hereunder from time to time, cause the board of directors of the Company to authorize the Company to execute such Pledged Entity Acknowledgement.

The grant of security interest in the Pledged Collateral in accordance with this Section 2 does not restrict Pledgor’s right under Section 3 hereof to vote and act with respect to the Pledged Collateral.

3. Distributions and Voting Rights. Pledgor shall be entitled to receive all distributions with respect to the Pledged Collateral and shall be entitled to exercise any and all voting and/or consensual rights and powers accruing to the owner of the Pledged Collateral (the “Voting Rights”) until such time as Pledgee has become the owner of, or exercised its proxy rights with respect to, the Pledged Collateral in accordance with Section 6 hereof, at which time Pledgee shall be entitled to receive all such distributions and shall be entitled to exercise all Voting Rights with respect to the Pledged Collateral.

4. Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Pledgee that:

(a) This Agreement (i) constitutes the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and (ii) creates a legal, valid and enforceable security interest in the Pledged Collateral in favor of Pledgee in accordance with its terms.

(b) Except for this Pledge Agreement and the security interest created herein, no security agreement, financing statement, similar security or lien instrument, or continuation statement covering all or any part of the Pledged Collateral has been made, granted or entered into or authorized to be made, granted or entered into by Pledgor.

(c) Upon the filing of a UCC-1 financing statement naming Pledgor as debtor and Pledgee as secured party with the Secretary of State of the State of Delaware which identifies the Pledged Collateral as the collateral, Pledgee shall have a perfected, first-priority security interest in the Pledged Collateral, and Pledgee is duly authorized to make all filings and take all other actions reasonably necessary or desirable to perfect and to continue to perfect such security interest. Furthermore, in the event that the Pledged Interests are certificated, upon Pledgee obtaining possession of such certificates evidencing the Pledged Interests, Pledgee shall have a perfected, first-priority security interest in the Pledged Interests and all Proceeds thereof.

(d) Pledgor is the sole and lawful legal and beneficial owner of the Pledged Interests identified on Schedule I attached hereto (and is not presently the owner of any other capital stock and/or other ownership interests in the Company), free and clear of all security interests (except for the security interest granted by Pledgor to Pledgee under this Agreement), and the information set forth on such Schedule I is true, correct and complete in all respects.

(e) Except for (i) the filing of the UCC-1 financing statement referred to in clause (c) above and (ii) the Pledged Entity Acknowledgment in the form of Exhibit A attached hereto, no authorization, approval or other action by, and no notice to or filing with, any governmental authority or other person is required either for the grant of the security interest to Pledgee granted pursuant to this Agreement or the exercise by Pledgee of any of its rights or remedies under or with respect to such security interest.

(f) the Company is not registered as an investment company and the Pledged Interests are not dealt in or traded on any securities exchange or market.

5. Covenants of Pledgor.

(a) General Covenants. Pledgor agrees that, in addition to any requirements that may be set forth in the other Loan Documents, from and after the date of this Agreement and until the Obligations are paid and performed in full, except as otherwise expressly permitted under the Loan Documents:

(i) Pledgor will not create or permit any lien on or security interest in the Pledged Collateral other than the security interest in favor of Pledgee or liens arising out of claims to the Pledged Collateral caused or created by Pledgee.

(ii) Pledgor will not sell, assign, exchange, or otherwise transfer, or grant any options with respect to, any Pledged Collateral (other than the security interest in favor of Pledgee) or attempt or contract to do so without the prior written consent of Pledgee.

(iii) Pledgor will advise Pledgee promptly, in reasonable detail, of any lien, security interest, encumbrance or claim made or asserted against any Pledged Collateral and of the occurrence of any Event of Default or any breach or default under this Agreement or any other Loan Documents affecting such Pledged Collateral.

(iv) Pledgor will not, without the consent of Pledgee, cause, agree to or accept any action by the Company or any Guarantor to merge or consolidate or to sell, transfer or otherwise dispose of, or encumber or grant any option with respect to, any material asset of the Company, outside the ordinary course of business of the Company.

(v) Pledgor will not, without the consent of Pledgee, cause, agree to or accept any amendment to the articles of incorporation, bylaws, operating agreement, or any other organizational or charter documents for the Company if such amendment would be adverse to Pledgee.

(vi) Pledgor will not, without the consent of Pledgee, cause, agree to or accept (A) any loan from the Company, (B) the dissolution of the Company, or (C) the issuance of any additional membership interests or other securities of the Company or any rights or options to acquire any securities of the Company.

(vii) Pledgor will execute and deliver to Pledgee all such further agreements, documents and instruments as Pledgee may reasonably request from time to time in order to allow Pledgee to have and maintain a perfected, first-priority security interest in the Pledged Collateral and to exercise its rights and remedies with respect thereto. In the event that Pledgee desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any governmental authority or securities exchange or any other Person therefor, then, upon the reasonable request of Pledgee, Pledgor agrees to use its best efforts to assist and aid Pledgee to obtain as soon as practicable any necessary approvals for the exercise of any such remedies, rights and powers.

(viii) Pledgor shall, to the extent requested by Pledgee, appear in and defend any action or proceeding which may adversely affect Pledgor’s title to or Pledgee’s interest in the Pledged Collateral.

(ix) Pledgor will not cause, agree to or accept any action by the Company to (A) incur any Indebtedness (as such term is defined in the Loan Agreement) other than Indebtedness expressly permitted by the Loan Agreement, (B) create or suffer to exist any lien, security interest or other encumbrance upon any of the Company’s property or assets other as expressly permitted by the Loan Agreement or (C) create or allow to exist any prohibition, limitation or restriction (contractual or otherwise) on the Company’s ability to distribute the proceeds of any liquidity event to Pledgor and the other owners of the Company (on a pro-rata basis).

(b) Limitation on Frustration of Purpose: Cooperation. During the continuance of an Event of Default and prior to the sale of the Pledged Collateral pursuant to and in accordance with Section 6 hereof, Pledgor will (i) take no action, directly or indirectly, to frustrate the purpose and operation of this Agreement, (ii) not enter into any agreement with respect to the Pledged Collateral without the prior written consent of Pledgee, and (iii) fully cooperate with Pledgee in obtaining the necessary or appropriate (in Pledgee’s discretion exercised reasonably) third party and governmental consents and approvals for the sale of the Pledged Collateral.

6. Remedies on Default.

(a) Upon the occurrence of an Event of Default, Pledgee shall have the right to (i) foreclose upon the Pledged Collateral and sell such Pledged Collateral subject to the provisions of this Section 6 and Section 7 hereof and the Code, (ii) have any Pledged Interests registered in the name of Pledgee or its nominee or nominees and (iii) exercise any and all other rights and remedies of a secured creditor pursuant to Article 9 of the Code.

(b) Without limiting the generality of Section 6(a) hereof, Pledgee may, during the continuance of an Event of Default and upon ten (10) days prior written notice to Pledgor (which notice shall state the time and place for such sale and, in the case of sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral will be offered for sale at such board or exchange), sell any or all of such Pledged Collateral, for cash at public or private sale, and Pledgee or anyone else may be the purchaser of the Pledged Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind of Pledgor, and any demand by or notice from Pledgee otherwise (but for this waiver and release) required by Pledgee in connection with any of the foregoing is hereby expressly waived and released by Pledgor. Pledgee shall (in the event it determines to exercise its right of sale) sell the Pledged Collateral in a commercially reasonable manner as may be required by the Code. Pledgee recognizes that by reason of certain prohibitions in applicable state securities laws, Pledgee may be required to obtain governmental consents in order to sell the Pledged Collateral.

(c) Notwithstanding the foregoing, upon payment and performance in full to Pledgee of all Obligations (including, without limitation, all principal of and accrued interest on the Loans and all reasonable attorneys’ fees and costs), if Pledgee has then previously initiated foreclosure proceedings pursuant to and in accordance with Sections 6(a) or (b) hereof, then all Events of Default shall be deemed cured and no longer continuing and no Event of Default shall exist and Pledgee shall immediately cease foreclosure proceedings and the sale of the Pledged Collateral; provided that Pledgor’s right to cure an Event of Default shall automatically terminate upon the completion of the sale of any Pledged Collateral in accordance with this Section 6.

(d) In addition to each of the foregoing and any other Pledgee’s rights and remedies as set forth herein or in any other Loan Document, Pledgor grants to Pledgee (through itself, its representatives, designees or agents), an IRREVOCABLE PROXY effective as of the date hereof, to, upon the occurrence and during the continuance of an Event of Default, vote all or any part of such Pledgor’s Pledged Collateral from time to time, in each case in any manner Pledgee deems advisable in its sole discretion, either for or against any or all matters submitted, or which may be submitted to a vote of shareholders, partners, or members, as the case may be, and to exercise all other rights, powers, privileges, and remedies to which any such shareholders, partners, or members would be entitled (including, without limitation, giving or withholding written consents, ratifications, and waivers with respect to the Pledged Collateral, calling special meetings of the holders of the Pledged Collateral of the Company and voting at such meetings). To the extent permitted by applicable law, the irrevocable proxy granted hereby is (i) effective automatically as of the date hereof without the necessity that any other action (including, without limitation, that any transfer of any of the Pledged Collateral be recorded on the books of the Pledgor or the Company) be taken by any Person (including the Pledgor or the Company or any officer or agent thereof), (ii) is coupled with an interest, and shall be irrevocable, (iii) shall survive the bankruptcy, dissolution or winding up of Pledgor, and (iv) shall terminate upon termination of this Agreement. Pledgor covenants and agrees that prior to the expiration of such irrevocable proxy pursuant to applicable law, if applicable, Pledgor will reaffirm such irrevocable proxy in a manner reasonably satisfactory to Pledgee. Notwithstanding the foregoing, Pledgee may only exercise the irrevocable proxy set forth in this Section 6(d) while any Event of Default has occurred and is continuing, and immediately upon waiver of such Event of Default (and so long as no separate or future Event of Default has occurred and is continuing), shall immediately discontinue exercise of such irrevocable proxy. Upon the written request of Pledgee, Pledgor agrees to deliver to Pledgee such further evidence as reasonably requested by Pledgee of such irrevocable proxy or such further irrevocable proxies to enable Pledgee to vote the Pledged Collateral after the occurrence and during the continuance of an Event of Default.

7. Application of Proceeds. Any Pledged Collateral or Proceeds of Pledged Collateral held or realized upon at any time by Pledgee shall be applied as follows:

(a) FIRST, to pay all Obligations in full; and

(b) SECOND, the balance, if any, to Pledgor or as required by applicable law.

8. Termination and Release of Security Interests. Upon payment in full of all Obligations, this Agreement shall terminate and be of no further force and effect (except if and to the extent any obligations thereunder expressly survive thereafter and subject to any reinstatement of such Obligations thereunder) without the necessity of any further act, condition or acceptance by Pledgee, and Pledgee, and Pledgee shall, within three (3) Business Days following such receipt of full payment, redeliver and reassign to Pledgor the Pledged Collateral and thereafter take all action necessary to evidence the termination of the security interest of Pledgee in the Pledged Collateral reasonable requested by the Pledgor or the Company.

9. [Reserved].

10. Pledgor Remains Liable.

(a)  Nothing set forth in this Agreement (subject to Section 8 hereof) shall relieve Pledgor from the performance of any term, covenant, condition or agreement on Pledgor’s part to be performed or observed under or in respect of any of the Pledged Collateral or from any liability to any Person under or in respect of any of the Pledged Collateral or shall impose any obligation on Pledgee to perform or observe any such term, covenant, condition or agreement on Pledgor’s part to be so performed or observed or shall impose any liability on Pledgee for any act or omission on the part of Pledgor relating thereto or for any breach of any representation or warranty on the part of Pledgor contained in this Agreement or any other Loan Document, or under or in respect of the Pledged Collateral or made in connection herewith or therewith.

(b) Nothing herein shall be construed to make Pledgee liable as a general partner or limited partner of any partnership or joint venture, or as a member of any limited liability company or as a shareholder of any corporation with respect to which Pledged Interests have been pledged hereunder, and Pledgee by virtue of this Agreement or otherwise shall not have any of the duties, obligations or liabilities of a general partner or limited partner of any such partnership or joint venture or a member of any such limited liability company or a shareholder of any such corporation. The parties hereto expressly agree that this Agreement shall not be construed as creating a partnership or joint venture between Pledgee and Pledgor. The powers conferred on Pledgee hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. The acceptance by Pledgee of this Agreement, with all the rights, powers, privileges and authority so created, shall not at any time or in any event obligate Pledgee to appear in or defend any action or proceeding relating to the Pledged Collateral to which it is not a party, or to take any action hereunder or thereunder, or to expend any money or incur any expenses or perform or discharge any obligation, duty or liability under the Pledged Collateral. The obligations of Pledgor contained in this Section 10(b) shall survive the termination of this Agreement and the discharge of Pledgor’s other obligations under this Agreement and the other Loan Documents.

11. Miscellaneous.

(a) All rights and remedies contained in this Agreement or any other Loan Document or by law afforded shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as Pledgee may deem expedient and shall be available to Pledgee until all Obligations have been paid and performed in full.

(b) This Agreement shall not be modified except by written instrument signed by the parties hereto.

(c) This Agreement, together with the Loan Agreement, the Notes and the other Loan Documents, contains the entire agreement with respect to the grant of a security interest in the Pledged Collateral.

(d) This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts of laws principles and except as otherwise required by the Uniform Commercial Code to perfect or enforce security interests.

(e) Waiver of Jury Trial/Judicial Reference. THE PLEDGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY ACTION, CLAIM, DEMAND, OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT (EACH, A “CLAIM”). IN THE EVENT THAT THE JURY WAIVER IN THE FOREGOING IS NOT ENFORCEABLE UNDER CALIFORNIA LAW, THEN THE PLEDGOR AGREES THAT ANY AND ALL CLAIMS SHALL BE RESOLVED (AND A DECISION SHALL BE RENDERED) BY WAY OF A GENERAL REFERENCE AS PROVIDED FOR IN PART 2, TITLE 8, CHAPTER 6 (§ 638 ET. SEQ.) OF THE CALIFORNIA CODE OF CIVIL PROCEDURE, OR ANY SUCCESSOR CALIFORNIA STATUTE GOVERNING RESOLUTION OF DISPUTES BY A COURT APPOINTED REFEREE.

(f) This Agreement shall bind and, subject to the limitations on Pledgor’s rights to assign the Pledged Collateral contained herein, shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns; provided, however, that Pledgor may not assign or delegate any of its duties or obligations hereunder.

(g) This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Delivery of a signed counterpart by facsimile, electronic (e.g., Docusign) or by “PDF” attachment to an email to the recipient party shall be effective as delivery of a manually executed counterpart of this Agreement.

(h) Any notice, request, demand, instruction, or other communication to be given to any party under this Agreement must be in writing and must be delivered in the manner provided in the Loan Agreement for delivery of notices (and will be deemed delivered in accordance with the time periods set forth in the Loan Agreement) and addressed to the party to be notified at the address set forth next to the parties’ signatures below, or to such other place as the party to be notified may from time to time designate by at least fifteen (15) days’ notice to the notifying party.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

[SIGNATURE PAGE OF PLEDGE AGREEMENT (PARENT GUARANTOR)]

[SIGNATURE PAGE OF PLEDGE AGREEMENT (PARENT GUARANTOR)]

SCHEDULE I

PLEDGED INTERESTS

Exhibit A

PLEDGED ENTITY ACKNOWLEDGMENT

The undersigned hereby (a) joins in the execution of the Pledge Agreement dated as of February 17, 2026 (to which this Pledged Entity Acknowledgement is attached) given by the pledgor named therein (the “Pledgor”) in favor of Pasadena Private Lending Inc. (“Pledgee”), as the same may be amended, restated, supplemented or otherwise modified from time to time (the “Agreement”) and (b) consents to the pledge and other provisions of the Agreement and hereby grants any approvals, consents or waivers by the undersigned that are necessary for the performance of Pledgor’s obligations set forth in the Agreement. Notwithstanding anything set forth in the articles of incorporation, bylaws or other formation or organizational documents of the undersigned, including without limitation any subscription agreements or preferred stock investment agreements, the undersigned (i) agrees that Pledgee may exercise the voting rights relating to the Pledged Collateral in accordance with the terms of the Agreement, (ii) consents to the assignment of all or any portion of the Pledged Collateral to Pledgee or any of Pledgee's assignees in connection with any foreclosure or any transactions entered into in lieu of or in connection with a foreclosure, in each case, in accordance with the terms of the Agreement, (iii) consents to the admission of Pledgee or any of Pledgee's assignees (as Pledgee or Pledgees assignees, as applicable, may in their discretion elect) as a shareholder, owner or other applicable term of the undersigned without the taking of any further action by the undersigned, Pledgor, Pledgee or any of Pledgee's assignees, (iv) waives any right of first refusal with respect to Pledgee and its assignees, and (v) waives its rights, to the extent it has any, under the undersigned’s articles of incorporation, bylaws or other formation or organization, governance or voting agreements to the extent such rights conflict with the provisions of and rights granted to Pledgee and Pledgee's assignees to permit Pledgee to exercise its rights and remedies under the Agreement. Without limiting the generality of the foregoing, the undersigned agrees to (A) act at the sole direction and upon the instructions of Pledgee with respect to the Pledged Interests without any further action or consent of, or regardless of any contrary intent expressed by, Pledgor and (B) act in accordance with the terms and provisions of the Agreement, as such terms and provisions apply to the undersigned. Except as they may otherwise be defined herein, capitalized terms used in this Pledged Entity Acknowledgement shall have the meanings given to them in the Agreement.

[EXHIBIT A – PLEDGED ENTITY ACKNOWLEDGEMENT]

Exhibit 10.6

Execution Version

PLEDGE AGREEMENT

THIS PLEDGE AGREEMENT (this “Agreement”) is made effective as of February 17, 2026 between (i) VEEASYSTEMS INC., a Delaware corporation (“Pledgor”), on the one hand, and (ii) PASADENA PRIVATE LENDING INC., a Delaware corporation (“Pledgee”), on the other hand.

WHEREAS, pursuant to that certain Loan Agreement, dated as of February 17, 2026 (as amended, restated, supplemented or otherwise modified from time to time, the “Loan Agreement”) by and among Pledgee, Pledgor, as Borrower, the Guarantors identified therein, Pledgee (i) has provided a term loan to the Pledgor in the principal amount of $5,550,000 (the “Initial Term Loan”), which is evidenced by the Initial Term Note, executed by the Pledgor and (ii) may provide from time to time additional term loans to the Pledgor in an aggregate principal amount of up to $5,000,000 (the “Accordion Term Loans” and together with the Initial Term Loan, the “Loans”) which shall be evidenced by one or more Accordion Term Notes (collectively, with the Initial Term Note, the “Notes”). The execution and delivery of this Agreement by Pledgor is a condition precedent and material inducement to Pledgee’s agreement to enter into the Loan Agreement and the related Loan Documents, and to make the Loan described therein.

WHEREAS, Pledgor will derive substantial direct and indirect benefit from the Pledgee’s agreement to enter into the Loan Agreement and the related Loan Documents, and to make the Loans described therein.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1. Certain Definitions. Capitalized terms not otherwise defined herein which are defined in the Loan Agreement shall have the meanings herein as set forth therein, and capitalized terms not otherwise defined herein which are defined in the Code (as defined below) shall have the meanings set forth in the Code. In addition to other terms defined elsewhere in this Agreement, the following terms shall have the following meanings, respectively:

“Code” shall mean the Uniform Commercial Code from time to time in effect in the State of California or, when the laws of any other state govern the method or manner of the perfection or enforcement of any security interest in any Pledged Collateral, the Uniform Commercial Code as in effect from time to time in such other state.

“Company” shall mean, Veea Solutions Inc., a Delaware corporation, VeeaSystems Development Inc., a Delaware corporation, VeeaSystems CK Inc., a Delaware corporation

“Obligations” shall mean (a) the Loans and all indebtedness (including principal and accrued interest) relating thereto evidenced by the Loan Agreement, the Notes and/or any other Loan Document, (b) all fees, costs and expenses due or payable by the Pledgor to Pledgee in connection with the Loans or under the Loan Agreement, the Notes or any other Loan Documents, and (c) all additional or other indebtedness, obligations or liabilities of the Pledgor or any Guarantor to Pledgee arising under or in connection with the Loans or under the Loan Agreement, the Notes, any Guaranty or any other Loan Document.

“Pledged Collateral” shall have the meaning assigned to that term in Section 2 hereof.

“Proceeds” shall mean “proceeds,” as such term is defined in the Code, and, in addition, any and all amounts received when any Pledged Collateral or proceeds thereof are sold, exchanged, collected or otherwise disposed of, both cash and non-cash, including proceeds of insurance, indemnity, warranty or guarantee paid or payable on any Pledged Collateral and any and all other amounts paid or payable under or in connection with any of the Pledged Collateral.

“Voting Rights” shall have the meaning assigned to that term in Section 3 hereof.

The foregoing definitions shall be equally applicable to both the singular and plural forms of the defined terms.

2. Grant of Security Interest. As security for full and timely payment and performance of the Obligations in accordance with the terms thereof, and in order to induce Pledgee to enter into the Loan Agreement and the other Loan Documents, Pledgor hereby pledges, hypothecates, transfers and collaterally transfers to Pledgee, and grants to, and creates in favor of, Pledgee a security interest under the Code in, all of Pledgor’s right, title and interest in, to and under the following (collectively, the “Pledged Collateral”):

(a) all of the capital stock and/or other ownership interests in or issued by each Company to Pledgor, including, without limitation, the capital stock interests described on Schedule I attached hereto and incorporated herein by reference and including (if applicable) each and every certificate which may now or hereafter represent or evidence any such capital stock and/or other ownership interest in each Company (collectively, the “Pledged Interests”);

(b) all of Pledgor’s right, title, and interest in any and all distributions, issues, profits, and shares (including rights in the nature of warrants, purchase options, or options to acquire any property or further interest in any Company) payable or distributable by each Company in respect of the Pledged Interests, whether in cash or otherwise, whether for capital or income or surplus or otherwise, including distributions upon liquidation, dissolution, revision, reclassification, split up, or other change or transaction affecting any Company, or as a sale, refinancing, or other capital transaction affecting any assets or property of any Company;

(c) all of Pledgor’s right, title, and interest as owner of the Pledged Interests and under each Company’s articles of incorporation, bylaws or other formation or operating agreement or shareholders agreement or voting rights agreement (including, without limitation, all of Pledgor’s rights under such documents, including, without limitation, any right to terminate, amend, supplement, modify or waive performance thereunder, compel performance thereunder, and otherwise to exercise all remedies thereunder);

(d) subject to the terms of this Agreement, all of Pledgor’s right to vote upon, approve, or consent to (or withhold consent or approval to) any matter pursuant to each Company’s articles of incorporation, bylaws or other formation or operating agreement or shareholders agreement or voting rights agreement, or otherwise to control, manage, or direct the affairs of each Company; and Concurrently with the execution and delivery of this Agreement, Pledgor shall cause each Company to execute and deliver to Pledgee a Pledged Entity Acknowledgement in the form of Exhibit A attached hereto.

(e) all Proceeds of the Pledged Interests.

In connection with the security interest being granted pursuant to this Agreement, all certificates, if any, representing or evidencing the Pledged Interests shall be delivered to and held by or on behalf of Pledgee pursuant hereto and shall be accompanied by duly executed instruments of transfer or assignments in blank, all in form and substance reasonably satisfactory to Pledgee. Pledgee shall have the right, as it determines to be necessary or advisable in its discretion in connection with the exercise of its remedies under Section 6 hereof, and without notice to Pledgor, at any time after the occurrence and during the continuation of an Event of Default, (i) to transfer to or to register in the name of Pledgee or its nominees, subject to the terms of this Agreement, any or all of the Pledged Interests and (ii) shall have the right at any time to exchange certificates or instruments representing or evidencing any Pledged Interests for certificates or instruments of smaller or larger denominations.

Furthermore, Pledgor agrees to, with respect to any capital stock or any other ownership interests being pledged hereunder from time to time, cause the board of directors of the Company to authorize the Company to execute such Pledged Entity Acknowledgement.

The grant of security interest in the Pledged Collateral in accordance with this Section 2 does not restrict Pledgor’s right under Section 3 hereof to vote and act with respect to the Pledged Collateral.

3. Distributions and Voting Rights. Pledgor shall be entitled to receive all distributions with respect to the Pledged Collateral and shall be entitled to exercise any and all voting and/or consensual rights and powers accruing to the owner of the Pledged Collateral (the “Voting Rights”) until such time as Pledgee has become the owner of, or exercised its proxy rights with respect to, the Pledged Collateral in accordance with Section 6 hereof, at which time Pledgee shall be entitled to receive all such distributions and shall be entitled to exercise all Voting Rights with respect to the Pledged Collateral.

4. Representations and Warranties of Pledgor. Pledgor hereby represents and warrants to Pledgee that:

(a) This Agreement (i) constitutes the legal, valid and binding obligation of Pledgor, enforceable against Pledgor in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws affecting rights of creditors generally, and (ii) creates a legal, valid and enforceable security interest in the Pledged Collateral in favor of Pledgee in accordance with its terms.

(b) Except for this Pledge Agreement and the security interest created herein, no security agreement, financing statement, similar security or lien instrument, or continuation statement covering all or any part of the Pledged Collateral has been made, granted or entered into or authorized to be made, granted or entered into by Pledgor.

(c) Upon the filing of a UCC-1 financing statement naming Pledgor as debtor and Pledgee as secured party with the applicable Secretary of State which identifies the Pledged Collateral as the collateral, Pledgee shall have a perfected, first-priority security interest in the Pledged Collateral, and Pledgee is duly authorized to make all filings and take all other actions reasonably necessary or desirable to perfect and to continue to perfect such security interest. Furthermore, in the event that the Pledged Interests are certificated, upon Pledgee obtaining possession of such certificates evidencing the Pledged Interests, Pledgee shall have a perfected, first-priority security interest in the Pledged Interests and all Proceeds thereof.

(d) Pledgor is the sole and lawful legal and beneficial owner of the Pledged Interests identified on Schedule I attached hereto (and is not presently the owner of any other capital stock and/or other ownership interests in any Company), free and clear of all security interests (except for the security interest granted by Pledgor to Pledgee under this Agreement), and the information set forth on such Schedule I is true, correct and complete in all respects.

(e) Except for (i) the filing of the UCC-1 financing statement referred to in clause (c) above and (ii) the Pledged Entity Acknowledgment in the form of Exhibit A attached hereto, no authorization, approval or other action by, and no notice to or filing with, any governmental authority or other person is required either for the grant of the security interest to Pledgee granted pursuant to this Agreement or the exercise by Pledgee of any of its rights or remedies under or with respect to such security interest.

(f) No Company is registered as an investment company and the Pledged Interests are not dealt in or traded on any securities exchange or market.

5. Covenants of Pledgor.

(a) General Covenants. Pledgor agrees that, in addition to any requirements that may be set forth in the other Loan Documents, from and after the date of this Agreement and until the Obligations are paid and performed in full, except as otherwise expressly permitted under the Loan Documents:

(i) Pledgor will not create or permit any lien on or security interest in the Pledged Collateral other than the security interest in favor of Pledgee or liens arising out of claims to the Pledged Collateral caused or created by Pledgee.

(ii) Pledgor will not sell, assign, exchange, or otherwise transfer, or grant any options with respect to, any Pledged Collateral (other than the security interest in favor of Pledgee) or attempt or contract to do so without the prior written consent of Pledgee.

(iii) Pledgor will advise Pledgee promptly, in reasonable detail, of any lien, security interest, encumbrance or claim made or asserted against any Pledged Collateral and of the occurrence of any Event of Default or any breach or default under this Agreement or any other Loan Documents affecting such Pledged Collateral.

(iv) Pledgor will not, without the consent of Pledgee, cause, agree to or accept any action by any Company or any Guarantor to merge or consolidate or to sell, transfer or otherwise dispose of, or encumber or grant any option with respect to, any material asset of any Company, outside the ordinary course of business of such Company.

(v) Pledgor will not, without the consent of Pledgee, cause, agree to or accept any amendment to the articles of incorporation, bylaws, operating agreement, or any other organizational or charter documents for any Company if such amendment would be adverse to Pledgee.

(vi) Pledgor will not, without the consent of Pledgee, cause, agree to or accept (A) any loan from any Company, (B) the dissolution of any Company, or (C) the issuance of any additional membership interests or other securities of any Company or any rights or options to acquire any securities of any Company.

(vii) Pledgor will execute and deliver to Pledgee all such further agreements, documents and instruments as Pledgee may reasonably request from time to time in order to allow Pledgee to have and maintain a perfected, first-priority security interest in the Pledged Collateral and to exercise its rights and remedies with respect thereto. In the event that Pledgee desires to exercise any remedies, voting or consensual rights or attorney-in-fact powers set forth in this Agreement and determines it necessary to obtain any approvals or consents of any governmental authority or securities exchange or any other Person therefor, then, upon the reasonable request of Pledgee, Pledgor agrees to use its best efforts to assist and aid Pledgee to obtain as soon as practicable any necessary approvals for the exercise of any such remedies, rights and powers.

(viii) Pledgor shall, to the extent requested by Pledgee, appear in and defend any action or proceeding which may adversely affect Pledgor’s title to or Pledgee’s interest in the Pledged Collateral.

(ix) Pledgor will not cause, agree to or accept any action by any Company to (A) incur any Indebtedness (as such term is defined in the Loan Agreement) other than Indebtedness expressly permitted by the Loan Agreement, (B) create or suffer to exist any lien, security interest or other encumbrance upon any of any Company’s property or assets other as expressly permitted by the Loan Agreement or (C) create or allow to exist any prohibition, limitation or restriction (contractual or otherwise) on any Company’s ability to distribute the proceeds of any liquidity event to Pledgor and the other owners of any Company (on a pro-rata basis).

(b) Limitation on Frustration of Purpose: Cooperation. During the continuance of an Event of Default and prior to the sale of the Pledged Collateral pursuant to and in accordance with Section 6 hereof, Pledgor will (i) take no action, directly or indirectly, to frustrate the purpose and operation of this Agreement, (ii) not enter into any agreement with respect to the Pledged Collateral without the prior written consent of Pledgee, and (iii) fully cooperate with Pledgee in obtaining the necessary or appropriate (in Pledgee’s discretion exercised reasonably) third party and governmental consents and approvals for the sale of the Pledged Collateral.

(a) Upon the occurrence of an Event of Default, Pledgee shall have the right to (i) foreclose upon the Pledged Collateral and sell such Pledged Collateral subject to the provisions of this Section 6 and Section 7 hereof and the Code, (ii) have any Pledged Interests registered in the name of Pledgee or its nominee or nominees and (iii) exercise any and all other rights and remedies of a secured creditor pursuant to Article 9 of the Code.

(b) Without limiting the generality of Section 6(a) hereof, Pledgee may, during the continuance of an Event of Default and upon ten (10) days prior written notice to Pledgor (which notice shall state the time and place for such sale and, in the case of sale at a broker’s board or on a securities exchange, shall state the board or exchange at which such sale is to be made and the day on which the Pledged Collateral will be offered for sale at such board or exchange), sell any or all of such Pledged Collateral, for cash at public or private sale, and Pledgee or anyone else may be the purchaser of the Pledged Collateral so disposed of at any public sale (or, to the extent permitted by law, at any private sale) and thereafter hold the same absolutely, free from any claim or right of whatsoever kind of Pledgor, and any demand by or notice from Pledgee otherwise (but for this waiver and release) required by Pledgee in connection with any of the foregoing is hereby expressly waived and released by Pledgor. Pledgee shall (in the event it determines to exercise its right of sale) sell the Pledged Collateral in a commercially reasonable manner as may be required by the Code. Pledgee recognizes that by reason of certain prohibitions in applicable state securities laws, Pledgee may be required to obtain governmental consents in order to sell the Pledged Collateral.

(c) Notwithstanding the foregoing, upon payment and performance in full to Pledgee of all Obligations (including, without limitation, all principal of and accrued interest on the Loans and all reasonable attorneys’ fees and costs), if Pledgee has then previously initiated foreclosure proceedings pursuant to and in accordance with Sections 6(a) or (b) hereof, then all Events of Default shall be deemed cured and no longer continuing and no Event of Default shall exist and Pledgee shall immediately cease foreclosure proceedings and the sale of the Pledged Collateral; provided that Pledgor’s right to cure an Event of Default shall automatically terminate upon the completion of the sale of any Pledged Collateral in accordance with this Section 6.

(d) In addition to each of the foregoing and any other Pledgee’s rights and remedies as set forth herein or in any other Loan Document, Pledgor grants to Pledgee (through itself, its representatives, designees or agents), an IRREVOCABLE PROXY effective as of the date hereof, to, upon the occurrence and during the continuance of an Event of Default, vote all or any part of such Pledgor’s Pledged Collateral from time to time, in each case in any manner Pledgee deems advisable in its sole discretion, either for or against any or all matters submitted, or which may be submitted to a vote of shareholders, partners, or members, as the case may be, and to exercise all other rights, powers, privileges, and remedies to which any such shareholders, partners, or members would be entitled (including, without limitation, giving or withholding written consents, ratifications, and waivers with respect to the Pledged Collateral, calling special meetings of the holders of the Pledged Collateral of any Company and voting at such meetings). To the extent permitted by applicable law, the irrevocable proxy granted hereby is (i) effective automatically as of the date hereof without the necessity that any other action (including, without limitation, that any transfer of any of the Pledged Collateral be recorded on the books of the Pledgor or any Company) be taken by any Person (including the Pledgor or any Company or any officer or agent thereof), (ii) is coupled with an interest, and shall be irrevocable, (iii) shall survive the bankruptcy, dissolution or winding up of Pledgor, and (iv) shall terminate upon termination of this Agreement. Pledgor covenants and agrees that prior to the expiration of such irrevocable proxy pursuant to applicable law, if applicable, Pledgor will reaffirm such irrevocable proxy in a manner reasonably satisfactory to Pledgee. Notwithstanding the foregoing, Pledgee may only exercise the irrevocable proxy set forth in this Section 6(d) while any Event of Default has occurred and is continuing, and immediately upon waiver of such Event of Default (and so long as no separate or future Event of Default has occurred and is continuing), shall immediately discontinue exercise of such irrevocable proxy. Upon the written request of Pledgee, Pledgor agrees to deliver to Pledgee such further evidence as reasonably requested by Pledgee of such irrevocable proxy or such further irrevocable proxies to enable Pledgee to vote the Pledged Collateral after the occurrence and during the continuance of an Event of Default.

7. Application of Proceeds. Any Pledged Collateral or Proceeds of Pledged Collateral held or realized upon at any time by Pledgee shall be applied as follows:

(a) FIRST, to pay all Obligations in full; and

(b) SECOND, the balance, if any, to Pledgor or as required by applicable law.

8. Termination and Release of Security Interests. Upon payment in full of all Obligations, this Agreement shall terminate and be of no further force and effect (except if and to the extent any obligations thereunder expressly survive thereafter and subject to any reinstatement of such Obligations thereunder) without the necessity of any further act, condition or acceptance by Pledgee, and Pledgee shall, within three (3) Business Days following such receipt of full payment, redeliver and reassign to Pledgor the Pledged Collateral and thereafter take all action necessary to evidence the termination of the security interest of Pledgee in the Pledged Collateral reasonable requested by the Pledgor or the Company.

9. [Reserved].

10. Pledgor Remains Liable.

(a)  Nothing set forth in this Agreement (subject to Section 8 hereof) shall relieve Pledgor from the performance of any term, covenant, condition or agreement on Pledgor’s part to be performed or observed under or in respect of any of the Pledged Collateral or from any liability to any Person under or in respect of any of the Pledged Collateral or shall impose any obligation on Pledgee to perform or observe any such term, covenant, condition or agreement on Pledgor’s part to be so performed or observed or shall impose any liability on Pledgee for any act or omission on the part of Pledgor relating thereto or for any breach of any representation or warranty on the part of Pledgor contained in this Agreement or any other Loan Document, or under or in respect of the Pledged Collateral or made in connection herewith or therewith.

(b) Nothing herein shall be construed to make Pledgee liable as a general partner or limited partner of any partnership or joint venture, or as a member of any limited liability company or as a shareholder of any corporation with respect to which Pledged Interests have been pledged hereunder, and Pledgee by virtue of this Agreement or otherwise shall not have any of the duties, obligations or liabilities of a general partner or limited partner of any such partnership or joint venture or a member of any such limited liability company or a shareholder of any such corporation. The parties hereto expressly agree that this Agreement shall not be construed as creating a partnership or joint venture between Pledgee and Pledgor. The powers conferred on Pledgee hereunder are solely to protect its interest in the Pledged Collateral and shall not impose any duty upon it to exercise any such powers. The acceptance by Pledgee of this Agreement, with all the rights, powers, privileges and authority so created, shall not at any time or in any event obligate Pledgee to appear in or defend any action or proceeding relating to the Pledged Collateral to which it is not a party, or to take any action hereunder or thereunder, or to expend any money or incur any expenses or perform or discharge any obligation, duty or liability under the Pledged Collateral. The obligations of Pledgor contained in this Section 10(b) shall survive the termination of this Agreement and the discharge of Pledgor’s other obligations under this Agreement and the other Loan Documents.

11. Miscellaneous.

(a) All rights and remedies contained in this Agreement or any other Loan Document or by law afforded shall be cumulative and not exclusive and shall be enforceable alternatively, successively or concurrently as Pledgee may deem expedient and shall be available to Pledgee until all Obligations have been paid and performed in full.

(b) This Agreement shall not be modified except by written instrument signed by the parties hereto.

(c) This Agreement, together with the Loan Agreement, the Notes and the other Loan Documents, contains the entire agreement with respect to the grant of a security interest in the Pledged Collateral.

(d) This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts of laws principles and except as otherwise required by the Uniform Commercial Code to perfect or enforce security interests.

(e) Waiver of Jury Trial/Judicial Reference. THE PLEDGOR HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY ACTION, CLAIM, DEMAND, OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS AGREEMENT (EACH, A “CLAIM”). IN THE EVENT THAT THE JURY WAIVER IN THE FOREGOING IS NOT ENFORCEABLE UNDER CALIFORNIA LAW, THEN THE PLEDGOR AGREES THAT ANY AND ALL CLAIMS SHALL BE RESOLVED (AND A DECISION SHALL BE RENDERED) BY WAY OF A GENERAL REFERENCE AS PROVIDED FOR IN PART 2, TITLE 8, CHAPTER 6 (§ 638 ET. SEQ.) OF THE CALIFORNIA CODE OF CIVIL PROCEDURE, OR ANY SUCCESSOR CALIFORNIA STATUTE GOVERNING RESOLUTION OF DISPUTES BY A COURT APPOINTED REFEREE.

(f) This Agreement shall bind and, subject to the limitations on Pledgor’s rights to assign the Pledged Collateral contained herein, shall inure to the benefit of the parties hereto and their respective heirs, personal representatives, successors and assigns; provided, however, that Pledgor may not assign or delegate any of its duties or obligations hereunder.

(g) This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. Delivery of a signed counterpart by facsimile, electronic (e.g., Docusign) or by “PDF” attachment to an email to the recipient party shall be effective as delivery of a manually executed counterpart of this Agreement.

(h) Any notice, request, demand, instruction, or other communication to be given to any party under this Agreement must be in writing and must be delivered in the manner provided in the Loan Agreement for delivery of notices (and will be deemed delivered in accordance with the time periods set forth in the Loan Agreement) and addressed to the party to be notified at the address set forth next to the parties’ signatures below, or to such other place as the party to be notified may from time to time designate by at least fifteen (15) days’ notice to the notifying party.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

[SIGNATURE PAGE OF PLEDGE AGREEMENT (VEEASYSTEMS, INC.)]

[SIGNATURE PAGE OF PLEDGE AGREEMENT (VEEASYSTEMS, INC.)]

SCHEDULE I

PLEDGED INTERESTS

Exhibit A

PLEDGED ENTITY ACKNOWLEDGMENT

The undersigned hereby (a) joins in the execution of the Pledge Agreement dated as of February 17, 2026 (to which this Pledged Entity Acknowledgement is attached) given by the pledgor named therein (the “Pledgor”) in favor of Pasadena Private Lending Inc. (“Pledgee”), as the same may be amended, restated, supplemented or otherwise modified from time to time (the “Agreement”) and (b) consents to the pledge and other provisions of the Agreement and hereby grants any approvals, consents or waivers by the undersigned that are necessary for the performance of Pledgor’s obligations set forth in the Agreement. Notwithstanding anything set forth in the articles of incorporation, bylaws or other formation or organizational documents of the undersigned, including without limitation any subscription agreements or preferred stock investment agreements, the undersigned (i) agrees that Pledgee may exercise the voting rights relating to the Pledged Collateral in accordance with the terms of the Agreement, (ii) consents to the assignment of all or any portion of the Pledged Collateral to Pledgee or any of Pledgee's assignees in connection with any foreclosure or any transactions entered into in lieu of or in connection with a foreclosure, in each case, in accordance with the terms of the Agreement, (iii) consents to the admission of Pledgee or any of Pledgee's assignees (as Pledgee or Pledgees assignees, as applicable, may in their discretion elect) as a shareholder, owner or other applicable term of the undersigned without the taking of any further action by the undersigned, Pledgor, Pledgee or any of Pledgee's assignees, (iv) waives any right of first refusal with respect to Pledgee and its assignees, and (v) waives its rights, to the extent it has any, under the undersigned’s articles of incorporation, bylaws or other formation or organization, governance or voting agreements to the extent such rights conflict with the provisions of and rights granted to Pledgee and Pledgee's assignees to permit Pledgee to exercise its rights and remedies under the Agreement. Without limiting the generality of the foregoing, the undersigned agrees to (A) act at the sole direction and upon the instructions of Pledgee with respect to the Pledged Interests without any further action or consent of, or regardless of any contrary intent expressed by, Pledgor and (B) act in accordance with the terms and provisions of the Agreement, as such terms and provisions apply to the undersigned. Except as they may otherwise be defined herein, capitalized terms used in this Pledged Entity Acknowledgement shall have the meanings given to them in the Agreement.

[Signature Pages Follow]

Acknowledged and Agreed by:

[EXHIBIT A – PLEDGED ENTITY ACKNOWLEDGEMENT]

Exhibit 10.7

Execution Version

SECURITY AGREEMENT

THIS SECURITY AGREEMENT (this “Security Agreement”) is entered into as of February 17, 2026 (the “Effective Date”), by and between PASADENA PRIVATE LENDING INC., a Delaware corporation (the “Secured Party”), and VEEASYSTEMS INC., a Delaware corporation (the “Company”). At certain times throughout this Security Agreement, the above entities may be referred to individually as, a “Party,” or collectively as, the “Parties.”

RECITALS

WHEREAS, pursuant to that certain Loan Agreement of even date herewith (as amended, restatement, supplemented or otherwise modified from time to time, the “Loan Agreement”) by and among Secured Party, as lender, the Company, as Borrower, and the Guarantors identified therein, the Secured Party (i) has provided a term loan to the Borrower in the principal amount of $5,550,000 (the “Initial Term Loan”), which is evidenced by the Initial Term Note, executed by the Borrower and (ii) may provide from time to time additional term loans to the Borrower in the aggregate principal amount of up to $5,000,000 (the “Accordion Term Loans” and together with the Initial Term Loan, the “Loans”) which shall be evidenced by one or more Accordion Term Notes (collectively, with the Initial Term Note, the “Notes”); and

WHEREAS, in order to induce the Secured Party to enter into the transactions contemplated by the Loan Agreement, the Notes and other Loan Documents, the Company has agreed to execute and deliver to the Secured Party this Security Agreement for the benefit of the Secured Party and to grant to the Secured Party a security interest in the Company’s assets as collateral for, and to secure the payment and performance of, the Loans and all of the Loan Parties’ obligations under the Notes, the Loan Agreement and the other Loan Documents.

AGREEMENT

NOW, THEREFORE, in consideration of the agreements herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:

1. Certain Definitions. As used in this Security Agreement, the following terms shall have the meanings set forth in this Section 1. Terms used but not otherwise defined in this Security Agreement that are defined in Article 9 of the UCC (such as “general intangibles” and “proceeds”) shall have the respective meanings given such terms in Article 9 of the UCC. Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Loan Agreement.

(a) “Collateral” means the collateral in which the Secured Party is granted a security interest by this Security Agreement, which collateral includes all right, title and interest of the Company, now owned or hereafter acquired, in and to the following personal property: All tangible and intangible assets of the Company, including, but not limited to, all stocks, evidences of ownership, inventory, accounts receivable (including, but not limited to, receivables under any promissory note), contract rights, furniture, fixtures, equipment, supplies, patents, patent applications, trademarks, copyrights, trade secrets, licenses, permits and any other proprietary right or interest, and all general intangibles (and all good will associated with or symbolized by such general intangibles), all instruments, chattel paper, documents and investment property of every type, as well as any document, instrument or drawings embodying the same, and all additions and accessions thereto, substitutions and replacements therefor, and all proceeds thereof, as well as all proceeds from the sale or transfer of such Collateral and of insurance covering the same and of any tort claim in connection therewith. Collateral shall not include any asset to the extent that granting a security interest would (i) violate applicable law or (ii) constitute a breach of contractual obligation not created in contemplation of this Agreement.

(b) “Obligations” means and includes (i) the Loans (including all principal thereof and accrued interest thereon), and (ii) all other obligations arising under this Security Agreement, the Notes, the Loan Agreement or the other Loan Documents owed by any Loan Party to the Secured Party of every kind and description, now existing or hereafter arising under or pursuant to the terms of the Notes, the Loan Agreement or the other Loan Documents including all interest, fees, charges, reasonable expenses, reasonable attorneys’ fees and actual out-of-pocket costs and reasonable accountants’ fees and actual out-of-pockets costs chargeable to and payable by any Loan Party hereunder or thereunder, in each case, whether direct or indirect, absolute or contingent, due or to become due, and whether or not arising after the commencement of a proceeding under Title 11 of the United States Code (11 U.S.C. §§ 101 et seq.), as amended from time to time (including post-petition interest) and whether or not allowed or allowable as a claim in any such proceeding.

(c) “UCC” means the Uniform Commercial Code, as in effect in the State of California from time to time, or, when the laws of any other State governs the method or manner of the perfection or enforcement of any security interest in any Collateral, the Uniform Commercial Code as in effect from time to time in such State.

2. Grant of Security Interest. As an inducement to the Secured Party to enter into the Loan Agreement, and all related agreements, and to secure the complete and timely payment, performance and discharge in full, as the case may be, of all of the Obligations, the Company hereby, unconditionally and irrevocably, pledges, grants and hypothecates to the Secured Party, a continuing security interest in, a continuing lien upon, an unqualified right to possession and disposition of and a right of set-off against, in each case to the fullest extent permitted by law, all of the Company’s right, title and interest of whatsoever kind and nature in and to the Collateral (the “Security Interest”).

3. Representations, Warranties, Covenants and Agreements of the Company. The Company represents and warrants to, and covenants and agrees with the Secured Party, as follows:

(a) Authority. The Company has the requisite corporate power and authority to enter into this Security Agreement and otherwise to carry out its obligations hereunder. The execution, delivery and performance by the Company of this Security Agreement and the filings contemplated herein have been duly authorized by all necessary action on the part of the Company. This Security Agreement constitutes a legal, valid and binding obligation of the Company enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditor’s rights generally.

(b) Place of Business. The Company has no place of business or offices where its books of account and records are kept (other than temporarily at the offices of its attorneys or accountants) or places where Collateral is stored or located, except as follows:

164 E 83rd Street, New York City, NY, 10028

The Company may not relocate or allow to be relocated such books of account and records or tangible Collateral (subject to the foregoing proviso) unless it delivers to the Secured Party at least thirty (30) days prior to such relocation (i) written notice of such relocation and the new location thereof (which must be within the contiguous United States) and (ii) evidence that appropriate financing statements and other necessary documents have been filed and recorded and other steps have been taken to perfect the Security Interest to create in favor of the Secured Party valid, perfected and continuing first-priority security interest in the Collateral (subject to Permitted Encumbrances). Notwithstanding the foregoing (i) Collateral may be moved in the ordinary course without notice, and (ii) electronic records may be stored in cloud environments without triggering notice requirements.

(c) Ownership. The Company is the sole owner of the Collateral, free and clear of any liens, security interests, encumbrances, rights or claims, and is fully authorized to grant the Security Interest in and to pledge the Collateral (other than Permitted Encumbrances). There is not on file with any governmental or regulatory authority, agency or recording office an effective financing statement, security agreement, license or transfer or any notice of any of the foregoing (other than those that may be filed in favor of the Secured Party pursuant to this Security Agreement or those that will be fully released concurrently herewith) covering or affecting any of the Collateral.

(d) Security Interest. This Security Agreement creates in favor of the Secured Party a valid and enforceable security interest in the Collateral securing the payment and performance of the Obligations and, upon making the filings or taking the other actions required under the UCC to establish and maintain a perfected, valid, and continuing security interest and lien in the Collateral, a perfected first-priority security interest in the Collateral (subject to Permitted Encumbrances), and the Secured Party is duly authorized to make all filings and take all other actions reasonably necessary or desirable to perfect and to continue perfected such security interest, and upon request of the Secured Party, Borrower agrees to do such other acts or things deemed reasonably necessary or desirable by Secured Party to give Secured Party a perfected first-priority security interest in any Collateral to the extent Secured Party’s security interest in such Collateral is not perfected by the filing of a financing statement.

(e) Jurisdiction. On the date of execution of this Security Agreement or thereafter, if requested by the Secured Party, the Company (or its designee) will deliver to the Secured Party one or more executed UCC financing statements on Form-1 with respect to the Security Interest for filing in the jurisdiction of organization or incorporation, as applicable, of the Company, and in such other jurisdictions as may be reasonably determined by the Secured Party. To the extent such financing statements may be filed without signature by the Company, the Company hereby authorizes the Secured Party (or its designee) to file and/or record such financing statements.

(f) No Conflict. The execution, delivery and performance of this Security Agreement does not conflict with or cause a breach or default, or an event that with or without the passage of time or notice, shall constitute a breach or default, under any agreement to which the Company is a party or by which the Company is bound. No consent (including, without limitation, from members or creditors of the Company) is required for the Company to enter into and perform its obligations hereunder, except where the failure to obtain such consent would not reasonably be expected to have a Material Adverse Effect.

(g) Maintenance of Collateral. The Company shall at all times maintain the liens and Security Interest provided for hereunder as valid and perfected first-priority liens and security interests (subject to Permitted Encumbrances), in the Collateral in favor of the Secured Party until this Security Agreement and the Security Interest hereunder shall terminate pursuant to Section 7 of this Security Agreement. The Company hereby agrees to defend the same against any and all Persons. The Company shall safeguard and protect all Collateral for the account of the Secured Party. Without limiting the generality of the foregoing, the Company shall pay all fees, taxes and other amounts reasonably necessary to maintain the Collateral and the Security Interest hereunder, and the Company shall obtain and furnish to the Secured Party from time to time, upon reasonable demand, such releases and/or subordinations of claims and liens which may be required to maintain the priority of the Security Interest hereunder.

(h) No Transfer/Change. The Company will not, except as otherwise expressly permitted under the Loan Agreement or in the ordinary course of business, transfer, pledge, hypothecate, encumber, license, sell or otherwise dispose of any of the Collateral without the prior written consent of the Secured Party. The Company shall keep and preserve the Collateral in good condition, repair and order (ordinary wear and tear excepted) and shall not operate or locate the Collateral (or cause to be operated or located) in any area excluded from insurance coverage. The Company shall, within ten (10) days of obtaining knowledge thereof, advise the Secured Party promptly, in sufficient detail, of any substantial change in the Collateral, and of the occurrence of any event which would have a Material Adverse Effect on the value of the Collateral or on the Secured Party’s security interest therein.

(i) Inspection of Collateral. Upon three (3) Business Days’ prior notice, Secured Party and its representatives and agents shall have the right to inspect (and so long as no Event of Default is continuing, no more than once during any six (6) month period) any or all of the Collateral and to audit and copy the Company’s books and records pertaining to the Collateral during the Company’s regular business hours. Notwithstanding the foregoing, if an Event of Default has occurred and is continuing, Secured Party shall not be required to provide written notice to the Company of any inspection or audit.

(j) Instruments. At any time upon the occurrence and during the continuation of an Event of Default, Secured Party or its designee may (a) notify the account debtors of the Company that the accounts, general intangibles, chattel paper or instruments of the Company have been assigned to Secured Party or that Secured Party has a security interest therein, and (b) collect the accounts, general intangibles and instruments of the Company directly, and any collection costs and expenses shall constitute part of the Obligations under the Loan Documents.

4. Covenants and Remedies Regarding Collateral.

(a) The Company covenants and agrees that (i) it shall not amend, modify, supplement or terminate any agreement, contract, document or instrument evidencing, governing or relating to any Collateral except (x) as expressly permitted in the Loan Agreement or (y) in the ordinary course of business and in a manner that is not materially adverse to the Company or the Secured Party or the value of the Collateral, (ii) it shall, at all times and from time to time as and when prudent in the exercise of sound business judgment, exercise all of its rights and remedies under such agreements, contracts, documents and instruments referred to in clause (i) preceding, and (iii) it shall at any time or times after the occurrence and during the continuance of an Event of Default, allow the Secured Party to exercise and/or direct the exercise of any and/or all of such rights and remedies referred to in clause (ii) preceding as the Secured Party may determine in its sole discretion.

(b) After the occurrence and during the continuation of an Event of Default, the Secured Party shall have all rights and remedies provided by the UCC, the Loan Agreement or any other document executed concurrently herewith or under applicable laws, all such remedies being cumulative. Without limiting any other remedy, the Company shall be liable for any deficiency remaining after disposition of the Collateral. After the occurrence and during the continuation of an Event of Default, the Secured Party is authorized to cause all or any part of the Collateral to be transferred to, or registered in, its name or in the name of any other person or business entity, with or without designating the capacity of that nominee. At its option the Secured Party may, but shall be under no duty or obligation to, discharge taxes, liens, security interests or other encumbrances at any time levied or placed on the Collateral, and the Company agrees to reimburse the Secured Party on demand for any such payment made or expense incurred by the Secured Party with interest at the highest rate at which interest may accrue under the Loan Agreement. After the occurrence and during the continuation of an Event of Default, the Secured Party shall have the right, without notice to the Company to (a) prepare, file and sign the Company’s name on any proof of claim in bankruptcy or similar document against any owner of the Collateral and (b) prepare, file and sign the Company’s name on any notice of lien, assignment or satisfaction of lien or similar document in connection with the Collateral.

(c) Lender Appointed Attorney-in-Fact. The Company hereby irrevocably appoints (until the payment in full of all Obligations (other than unasserted contingent indemnification obligations or unasserted expense reimbursements) and the termination of this Agreement in accordance with its terms) the Secured Party as the Company’s attorney-in-fact, effective upon the occurrence and during the continuance of an Event of Default, with full authority in the place and stead of the Company, and in the name of the Company, or otherwise, from time to time, in the Secured Party sole and absolute discretion to do any of the following acts or things: (a) to do all acts and things and to execute all documents necessary or advisable to perfect and continue perfected the security interests created by this Agreement and to preserve, maintain and protect the Collateral; (b) to do any and every act which the Company is obligated to do under this Agreement; (c) to prepare, sign, file and record, in the Company’s name, any financing statement covering the Collateral; (d) to endorse and transfer the Collateral upon foreclosure by the Secured Party; (e) to apply for successor operator licenses in respect of any federal or state licenses in connection with foreclosure by the Secured Party; (f) to grant or issue an exclusive or nonexclusive license or sublicense with respect to the Company’s state and federal operating licenses; (f) to grant or issue an exclusive or nonexclusive license intellectual property of the Company to anyone upon foreclosure by the Secured Party; (g) to assign, pledge, convey or otherwise transfer title in or dispose of the intellectual property of the Company to anyone upon foreclosure by the Secured Party; and (h) to file any claims or take any action or institute any proceedings which the Secured Party may reasonably deem necessary or desirable for the protection or enforcement of any of the rights of the Secured Parties with respect to any of the intellectual property of the Company; provided, however, that the Secured Party shall be under no obligation whatsoever to take any of the foregoing actions, and Secured Party shall not have any liability or responsibility for any act or omission taken with respect thereto..

5. Responsibility for Collateral. The Company assumes all liabilities and responsibility in connection with all Collateral, and the obligations of the Company hereunder or under the Loan Agreement shall in no way be affected or diminished by reason of the loss, destruction, damage or theft of any of the Collateral or its unavailability for any reason, except to the extent caused by the gross negligence or willful misconduct of the Secured Party.

6. Security Interest Absolute. All rights of the Secured Party and all Obligations of the Company hereunder, shall be absolute and unconditional, irrespective of: (i) any lack of validity or enforceability of this Security Agreement, the Notes or any agreement entered into in connection with the foregoing, or any portion hereof or thereof; (ii) any change in the time, manner or place of payment or performance of, or in any other term of, all or any of the Obligations, or any other amendment or waiver of or any consent to any departure from the Notes or any other agreement entered into in connection with the foregoing; (iii) any exchange, release or non-perfection of any of the Collateral, or any release or amendment or waiver of or consent to departure from any other collateral for, or any guaranty, or any other security, for all or any of the Obligations; (iv) any action by the Secured Party to obtain, adjust, settle and cancel in its sole discretion any insurance claims or matters made or arising in connection with the Collateral; or (v) any other circumstance which might otherwise constitute any legal or equitable defense available to the Company, or a discharge of all or any part of the Security Interest granted hereby. Until the Obligations shall have been paid and performed in full, the rights of the Secured Party shall continue even if the Obligations are barred for any reason, including, without limitation, the running of the statute of limitations or bankruptcy. The Company expressly waives presentment, protest, notice of protest, demand, notice of nonpayment and demand for performance. In the event that at any time any transfer of any Collateral or any payment received by the Secured Party hereunder shall be deemed by final order of a court of competent jurisdiction to have been a voidable preference or fraudulent conveyance under the bankruptcy or insolvency laws of the United States, or shall be deemed to be otherwise due to any party other than the Secured Party, then, in any such event, the Company’s obligations hereunder shall survive cancellation of this Security Agreement, and shall not be discharged or satisfied by any prior payment thereof and/or cancellation of this Security Agreement, but shall remain a valid and binding obligation enforceable in accordance with the terms and provisions hereof. The Company waives all right to require the Secured Party to proceed against any other Person or to apply any Collateral which the Secured Party may hold at any time, or to marshal assets, or to pursue any other remedy. The Company waives any defense arising by reason of the application of the statute of limitations to any obligation secured hereby.

7. Term of Agreement. This Security Agreement and the Security Interest shall terminate on the date on which all payments under the Notes have been made in full and all other Obligations have been paid or discharged (except if and to the extent any obligations thereunder expressly survive thereafter and subject to any reinstatement of such Obligations thereunder) without the necessity of any further act, condition or acceptance by the Secured Party. Upon such termination, the Secured Party, at the request of the Company and at the expense of the Company, will join in executing and/or filing of any documents or instruments necessary or desirable to evidence the termination of the Security Interest.

8. Notices. All notices, requests, demands, approvals, consents, waivers and other communications required or permitted to be given hereunder shall be in writing, with copies to all the other Parties, and shall be deemed to have been duly given when given in accordance with the manner provided in the Loan Agreement for delivery of notices.

9. Miscellaneous.

(a) No Waiver. No course of dealing between the Company, on one hand, and the Secured Party, on the other, nor any failure to exercise, nor any delay in exercising, on the part of the Secured Party, any right, power or privilege hereunder or under the Notes shall operate as a waiver thereof; nor shall any single or partial exercise of any right, power or privilege hereunder or thereunder preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

(b) Rights Cumulative. All of the rights and remedies of the Secured Party with respect to the Collateral, whether established hereby or by the Notes or by any other agreements, instruments or documents or by law shall be cumulative and may be exercised singly or concurrently.

(c) Entire Agreement. This Security Agreement constitutes the entire agreement of the Parties with respect to the subject matter hereof and is intended to supersede all prior negotiations, understandings and agreements with respect thereto. Except as specifically set forth in this Security Agreement, no provision of this Security Agreement may be modified or amended except by a written agreement specifically referring to this Security Agreement and signed by all the Parties.

(d) Severability. If any provision of this Security Agreement is held to be invalid, prohibited or unenforceable in any jurisdiction, such provision, as to such jurisdiction, shall be ineffective to the extent of such invalidity, prohibition or unenforceability without invalidating the remaining portion of such provision or the other provisions of this Security Agreement and without affecting the validity or enforceability of such provision or the other provisions of this Security Agreement in any other jurisdiction.

(e) Waiver of Breach or Default. No waiver of any breach or default or any right under this Security Agreement shall be considered valid unless in writing and signed by the Party giving such waiver, and no such waiver shall be deemed a waiver of any subsequent breach or default or right, whether of the same or similar nature or otherwise.

(f) Binding on Successors. This Security Agreement shall be binding upon and inure to the benefit of each Party and its successors and permitted assigns.

(g) Further Assurances. In addition to the acts and deeds required hereunder, the Company agrees to perform, execute and deliver such further documents and assurances as may be reasonably necessary or appropriate for Secured Party to perfect its interest in the Collateral, or to further implement the provisions of this Security Agreement.

(h) Choice of Law and Venue. THIS SECURITY AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA. THE COMPANY HEREBY AGREES THAT ALL ACTIONS OR PROCEEDINGS ARISING IN CONNECTION WITH THIS SECURITY AGREEMENT SHALL BE DETERMINED ONLY IN THE STATE AND FEDERAL COURTS LOCATED IN THE COUNTY OF LOS ANGELES, STATE OF CALIFORNIA.

(i) Waiver of Jury Trial/Judicial Reference. THE COMPANY HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY ACTION, CLAIM, DEMAND, OR PROCEEDING ARISING UNDER OR WITH RESPECT TO THIS SECURITY AGREEMENT (EACH, A “CLAIM”). IN THE EVENT THAT THE JURY WAIVER IN THE FOREGOING IS NOT ENFORCEABLE UNDER CALIFORNIA LAW, THEN THE COMPANY AGREES THAT ANY AND ALL CLAIMS SHALL BE RESOLVED (AND A DECISION SHALL BE RENDERED) BY WAY OF A GENERAL REFERENCE AS PROVIDED FOR IN PART 2, TITLE 8, CHAPTER 6 (§ 638 ET. SEQ.) OF THE CALIFORNIA CODE OF CIVIL PROCEDURE, OR ANY SUCCESSOR CALIFORNIA STATUTE GOVERNING RESOLUTION OF DISPUTES BY A COURT APPOINTED REFEREE.

(j) Counterparts; Electronic Signatures. This Security Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Delivery of an executed counterpart of a signature page to this Security Agreement by facsimile, electronic (e.g., DocuSign) or by “PDF” attachment to an email to the recipient Party shall be effective as delivery of a manually executed counterpart of this Security Agreement.

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IN WITNESS WHEREOF, the Parties have executed and delivered this Security Agreement as of the date first above written.

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