Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): September 13, 2024

VEEA INC.

(Exact name of registrant as specified in its charter)

Delaware

001-4021

46-3921281

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

164 E. 83rd Street, New York, NY		10028
(Address of principal executive offices)		(Zip Code)

(212) 535-6050

(Registrant’s telephone number, including area code)

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

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

☐

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

☐

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

☐

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

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	VEEA	The Nasdaq Stock Market LLC
Warrants, each exercisable for one share of Common Stock at a price of $11.50, subject to adjustment	VEEAW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Introductory Note

Overview of the Transaction

On September 13, 2024 (the “Closing Date”), the registrant consummated its previously announced business combination with Veea Inc., a Delaware corporation (“Veea”), pursuant to that certain Business Combination Agreement, dated November 27, 2023 (as the same has been amended, supplemented or otherwise modified from time to time, the “Business Combination Agreement”), between Veea, Plum Acquisition Corp. I, a Cayman Islands exempted company (“Plum”), and Plum SPAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Plum (“Merger Sub” and, collectively, the “Parties”). The consummation of the Business Combination involved (i) Plum de-registering from the Register of Companies in the Cayman Islands by way of continuation out of the Cayman Islands and into the State of Delaware, migrating to and domesticating as a Delaware corporation (the “Domestication”), and (ii) the merger (the “Merger”) of Merger Sub with and into Veea, pursuant to which, at the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), the separate corporate existence of Merger Sub ceased, with Veea as the surviving corporation becoming a wholly-owned subsidiary of Plum, pursuant to the terms of the Business Combination Agreement and in accordance with the DGCL. As a result of the Business Combination, the registrant owns 100% of the outstanding common stock of Veea. In connection with the closing of the Business Combination, the registrant changed its name from “Plum Acquisition Corp. I” to “Veea Inc.” and Veea Inc. changed its name to “VeeaSystems Inc.”

Unless the context otherwise requires, (i) references to “we,” “us,” “our,” “Veea” and the “Company” refer to Veea Inc., a Delaware corporation, and its consolidated subsidiaries, following the Closing, (ii) references to “Plum” refer to Plum Acquisition Corp. I prior to the Closing and (iii) references to the “registrant” refer to Plum, which was renamed Veea Inc. in connection with the Closing. All references herein to the “Board” refer to the board of directors of the Company.

Terms used in this Current Report on Form 8-K (this “Report”) but not defined herein, or for which definitions are not otherwise incorporated by reference herein, shall have the meaning given to such terms in the Proxy Statement (as defined below) in the section entitled “Selected Definitions” beginning on page iv thereof, and such definitions are incorporated herein by reference.

Conversion of Securities and Merger Consideration

Upon the Domestication, each then-outstanding Plum ordinary share was cancelled and converted into one share of common stock of the registrant, par value $0.0001 per share (“Common Stock”), and each then-outstanding Plum warrant was assumed and converted automatically into a warrant of the registrant, exercisable for shares of Common Stock. Additionally, outstanding units of the registrant were separated into their component parts, and outstanding Plum Class B shares were converted into Class A shares on a 1-for-1 basis. As of the Closing Date, upon consummation of the Business Combination, the only outstanding shares of capital stock of the registrant are shares of Common Stock.

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at Closing, each outstanding share of Veea Common Stock and each outstanding share of Veea Preferred Stock, on an as-converted to Veea Common Stock basis, but excluding Dissenting Shares, New Financing Securities and treasury shares, was cancelled and extinguished and converted into the right to receive the number of shares of Common Stock determined in accordance with the Business Combination Agreement based on a pre-money equity value of Veea of $180,000,000, plus the aggregate exercise prices of Veea’s in-the-money, vested convertible securities, divided by $10.00.

Pursuant to the Business Combination Agreement, at the effective time of the Merger, each Veea Option was converted into an option to acquire, subject to substantially the same terms and conditions as were applicable under such Veea Option, the number of shares of Common Stock (rounded down to the nearest whole share), determined by multiplying the number of shares of Veea Common Stock subject to such Veea Option as of immediately prior to the effective time of the Merger by the Existing Holder Exchange Ratio, at an exercise price per share of Common Stock (rounded up to the nearest whole cent) equal to (a) the exercise price per share of Veea Common Stock of such Veea Option as of immediately prior to the effective time of the Merger, divided by (b) the Existing Holder Exchange Ratio.

Any Veea indebtedness owed to Allen Salmasi or his affiliates (or their respective assignees) (“NLabs Debt”) was converted into shares of Common Stock at the Closing at a price of $5.00 per share of Common Stock, which shares are not considered Existing Veea Shares and are in addition to the shares of Common Stock issued to holders of Existing Veea Shares.

The Business Combination Agreement also provides holders of Existing Veea Shares with a contingent right to receive up to 4,500,000 additional shares of the Common Stock (the “Earnout Consideration”), subject to the following contingencies, including (i) 50% of the Earnout Consideration if, at any time during the ten years following the Closing (the “Earnout Period”), the volume-weighted average trading sale price of one share of the Common Stock is greater than or equal tox $12.50 per share for any twenty trading days within any thirty trading day period; and (ii) 50% of the Earnout Consideration if, at any time during the Earnout Period, the volume-weighted average trading sale price of one share of the Common Stock is greater than or equal to $15.00 per share for any twenty trading days within any thirty trading day period.

The material terms and conditions of the Business Combination Agreement are described in greater detail in the Company’s definitive proxy statement/prospectus/consent solicitation (as amended and supplemented, the “Proxy Statement”) filed with the Securities and Exchange Commission (the “SEC”) pursuant to Rule 424(b)(3) under the Securities Act of 1933, as amended (the “Securities Act”), on May 15, 2024, in the section entitled “The Business Combination Proposal - The Business Combination Agreement” beginning on page 93, which information is incorporated herein by reference.

Related Agreements

This section describes certain additional agreements entered into in connection with the Business Combination Agreement.

Amendment to Business Combination Agreement

On September 11, 2024 the Parties entered into a second amendment to the Business Combination Agreement (the “Amendment”). The Amendment, among other things, (a) provides that the Business Combination Agreement will automatically terminate if the Closing had not occurred on or prior to September 16, 2024, and (b) contains a mutual release and waiver of potential claims arising under the BCA prior to the date of the Amendment.

The parties entered into a non-binding terms sheet pursuant to which Plum, Veea and Sponsor expect to further agree to provide for certain additional conditions to the Closing, including but not limited to the following: the assumption of certain deferred liabilities of Plum by the post-Closing Company in exchange for certain Sponsor Earnout Shares, indemnification of post-Closing Company for all other accrued liabilities of Plum not so deferred, equitization of certain promissory and other notes at a price of $5 per share and a waiver of the net tangible assets closing condition in the Business Combination Agreement. In addition, it is expected that as a condition to Closing the parties will raise at least $4.0 million in additional financing, comprised of at least $2.0 million that will be available to the combined company at or within ten business days of the Closing, and the remainder within 30 days after the Closing, and in connection with which the Sponsor shall transfer a total of 550,000 registered Sponsor Earnout Shares (including those given in exchange for the assumption of deferred liabilities) to the investors in such additional financing.

The foregoing description of the Amendment is not complete and is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

Amendment to Promissory Notes

As previously disclosed, the Company issued unsecured promissory notes to Mr. Michael Dinsdale, Ms. Ursula Burns, and Mr. Kanishka Roy on January 31, 2022, July 11, 2022, and March 16, 2023, respectively (the “Promissory Notes”), and issued an unsecured promissory note to the Sponsor on July 25, 2023 (the “Plum Partners Promissory Note”). On September 11, 2024 the Company entered into amendments to the Promissory Notes whereby, upon consummation of a business combination, the outstanding principal balance will be converted into Class A Common Stock of the post-closing entity in an amount of shares equal to the outstanding principal balance under such notes divided by $5 per share. On September 11, 2024 the Company entered into an amendment to the Plum Partners Promissory Note whereby, upon consummation of a business combination, the outstanding principal balance in excess of $250,000 will be converted into Class A Common Stock of the post-closing entity in an amount of shares equal to the outstanding principal balance under such notes divided by $5 per share.

The foregoing description of the amendments to each of the Promissory Notes and Plum Partners Promissory Note is not complete and is qualified in its entirety by reference to the text of such documents, which are filed as Exhibit 10.2, 10.3, 10.4, and 10.5 hereto and which are incorporated herein by reference.

Sponsor Letter Agreement

On November 27, 2023, the Sponsor, Plum, and Veea entered into a Sponsor Letter Agreement, dated November 27, 2023, pursuant to which the Sponsor agreed, among other things, to (a) vote all of its ordinary shares of Plum in favor of the proposals relating to the Business Combination; (b) refrain from effecting a Plum Shareholder Redemption (as defined in the Business Combination Agreement); (c) exercise the option to extend the period of time Plum is afforded under its governing documents to consummate a business combination, (d) waive certain anti-dilution and conversion rights with respect to its ordinary shares of Plum which had been granted in connection with Plum’s initial public offering; (e) forfeit its founder shares, at the rate of $10.00 per share, to the extent certain of its expenses exceed $2.5 million or it incurs certain other expenses; and (f) subject 1,726,994 of its founder shares to forfeiture if the conditions applicable to the Earnout Shares are not satisfied during the Earnout Period (on the same terms proportionately as the Earnout Shares). At the Closing, pursuant to the Sponsor Letter Agreement, the Sponsor delivered to Plum and Veea a copy of the Registration Rights Agreement duly executed by the Sponsor.

The foregoing description of the Sponsor Letter Agreement is not complete and is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 10.6 hereto and incorporated herein by reference.

Stockholder Support Agreements

On November 27, 2023, Plum, Veea and certain holders of Veea’s securities entered into Stockholder Support Agreements, pursuant to which such holders of Veea’s securities agreed to, among other things, (a) vote in favor of the Business Combination Agreement and the transactions contemplated thereby and against alternative transactions, (b) terminate certain existing stockholders’ rights immediately prior to the effective time of the Business Combination, (c) transfer restrictions on their respective equity interests prior to the Closing, except to transferees who agree to become subject to a similar Stockholder Support Agreement, and (d) waive any appraisal rights arising from the Business Combination.

The foregoing description of the Stockholder Support Agreements is not complete and is qualified in its entirety by reference to the text of such document, a form of which is filed as Exhibit 10.7 hereto and incorporated herein by reference.

Item 1.01 Entry into a Material Definitive Agreement.

Closing Agreement

On September 13, 2024, in connection with the consummation of the Business Combination, Plum, Veea, the Merger Sub and the Sponsor entered into a Closing Agreement, pursuant to which, among other things, the parties (i) agreed to waive certain closing conditions contemplated under the Business Combination Agreement, (ii) agreed that the Company shall assume certain unpaid liabilities of Plum incurred during certain transactions prior to the consummation of the Business Combination, and (iii) agreed that holders of certain demand, bridge and promissory notes shall convert the outstanding obligations into Common Stock prior to the Closing.

The foregoing description of the Closing Agreement is not complete and is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 10.8 hereto and incorporated herein by reference.

Registration Rights Agreement

On September 13, 2024, in connection with the consummation of the Business Combination, Plum, Veea, the Sponsor and certain other holders of Common Stock (the “Company Holders”) and certain of their respective affiliates, as applicable, and the other parties thereto, enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), pursuant to which, among other things, the Company agreed to register for resale, pursuant to Rule 415 under the Securities Act of 1933, as amended (the “Securities Act”), certain shares of the Common Stock and other equity securities of the Company that are held by the parties thereto from time to time, and the Sponsor, the Company Holders and the other parties thereto were granted certain registration rights, on the terms and subject to the conditions therein. The Sponsor and such holders were granted certain customary registration rights, demand rights and piggyback rights with respect to their respective shares of the Common Stock.

The foregoing description of the Registration Rights Agreement is not complete and is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 10.9 hereto and incorporated herein by reference.

Lock-Up Agreements

On September 13, 2024, in connection with the consummation of the Business Combination, certain directors, officers and shareholders of Veea and the Sponsor and certain shareholders of Plum entered into lock up agreements, pursuant to which they agreed not to effect any sale or distribution of any Equity Securities of the Company issued pursuant to the Business Combination Agreement during the 180-day lock-up period, subject to certain exceptions as described in the lock up agreements.

The foregoing description of the Lock-Up Agreements is not complete and is qualified in its entirety by reference to the text of such document, a form of which is filed as Exhibit 10.10 hereto and incorporated herein by reference.

Note Conversion Agreement

On September 13, 2024, in connection with the consummation of the Business Combination, Veea, Plum and the holders of certain notes (the “Noteholders”) issued by Veea entered into Note Conversion Agreements, pursuant to which each Noteholder agreed that principal and accrued interest under such notes shall convert into Common Stock at Closing at a per share value of $5.00, and that such shares shall be subject to a five-month lock-up period. At the Closing, notes having an aggregate of $15,739,897 in principal and accrued interest were converted into 3,147,970 shares of Common Stock.

The foregoing description of the Note Conversion Agreements is not complete and is qualified in its entirety by reference to the text of such documents, a form of which is filed as Exhibit 10.11 hereto and incorporated herein by reference.

Amendment to Polar Agreements

On September 11, 2024, in connection with the consummation of the Business Combination, Plum, the Sponsor and Polar Multi-Strategy Fund (“Polar”) entered into an amendment to the Satisfaction Agreement, dated June 20, 2024, between the parties (as amended, the “Polar Agreement”). Pursuant to the Polar Agreement, all obligations of Plum and the Sponsor owed to Polar pursuant to certain subscription agreements were deemed satisfied upon (i) the transfer from Sponsor to Polar of 50,000 unrestricted shares of Common Stock, (ii) the transfer from Sponsor to Polar of 1,381,904 shares of Common Stock subject to a lock-up period as described below, and (iii) the transfer from Sponsor to Polar of 293,302 shares of Common Stock subject to forfeiture if the conditions applicable to the Earnout Shares are not satisfied during the Earnout Period.

On September 13, 2024, in connection with the consummation of the Business Combination, Plum and Polar entered into an amendment to the Polar Lock-Up Agreement, dated June 25, 2024, between the parties (as amended, the “Polar Lock-Up Agreement”). Pursuant to the Polar Lock-Up Agreement, Polar agreed not to effect any sale or distribution of the 1,381,904 shares transferred from the Sponsor for a four-month period following the Closing, subject to certain exceptions as described in the Polar Lock-Up Agreement.

The foregoing description of the Polar Lock-Up Agreement is not complete and is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 10.12 hereto and incorporated herein by reference.

Cohen Lock-Up Agreement

On September 11, 2024, in connection with the consummation of the Business Combination, Plum and J.V.B. Financial Group, LLC (“JVB”), an affiliate of Cohen & Company Capital Markets, entered into a Lock-Up Agreement (the “Cohen Lock-Up Agreement”), pursuant to which, among other things, JVB agreed not to effect any sale or distribution of 335,000 shares of Common Stock issued to JVB pursuant to the Business Combination Agreement for a four-month period following the Closing, subject to certain exceptions as described in the Cohen Lock-Up Agreement.

The foregoing description of the Cohen Lock-Up Agreement is not complete and is qualified in its entirety by reference to the text of such document, which is filed as Exhibit 10.13 hereto and incorporated herein by reference.

Arrangements with Service Providers

Prior to Closing, Plum entered into agreements with various service providers to defer an aggregate of $1,749,723 of accrued fees to periods ranging from three months after Closing to eighteen months after Closing.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the “Introductory Note” above is incorporated into this Item 2.01 by reference.

FORM 10 INFORMATION

Item 2.01(f) of Form 8-K provides that if the predecessor registrant was a “shell company” (as such term is defined in Rule 12b-2 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), as Plum was immediately before the Transactions, then the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Accordingly, the Company is providing the information below that would be included in a Form 10 if it were to file a Form 10. Please note that the information provided below relates to the Company after the consummation of the Transactions, unless otherwise specifically indicated or the context otherwise requires.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Report, including the information incorporated herein by reference, contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for the Company’s business. Specifically, forward-looking statements may include statements preceded by, followed by or that include the words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “would” and similar expressions.

These forward-looking statements are based on information available as of the date of this Report and management’s current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing the Company’s views as of any subsequent date. The Company does not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

As a result of a number of known and unknown risks and uncertainties, the Company’s actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

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failure to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows;

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risks related to Veea’s current growth strategy and Veea’s ability to generate revenue and become profitable;

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market acceptance of Veea’s platform and products;

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the length and unpredictable nature of Veea’s sales cycles;

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Veea’s reliance on distribution and partnering arrangements and third-party manufacturers;

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cybersecurity incidents, security vulnerabilities, and real or perceived errors, failures, defects, or bugs in Veea’s platforms or products;

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the ability to maintain the listing of our Common Stock and the warrants on Nasdaq, and the potential liquidity and trading of such securities;

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our public securities’ potential liquidity and trading;

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the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably and retain its key employees;

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our success in retaining or recruiting, or changes required in, our officers, key employees or directors following the completion of the Business Combination, and our ability to attract and retain key personnel;

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macroeconomic conditions; and

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other factors, including those set forth in the section of the Proxy Statement entitled “Risk Factors” beginning on page 30.

Business

The information set forth in the section of the Proxy Statement entitled “Information About Veea” beginning on page 210 is incorporated herein by reference.

Risk Factors

The information set forth in the section of the Proxy Statement entitled “Risk Factors” beginning on page 30 is incorporated herein by reference.

Selected Consolidated Historical Financial and Other Information

The information set forth in the section of the Proxy Statement entitled “Selected Historical Financial Information of Veea” beginning on page 24 is incorporated herein by reference.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is management’s discussion and analysis of financial condition and results of operation of Veea, Inc. for the three and six months ended June 30, 2024. The consolidated balance sheet for June 30, 2024, and the consolidated statements of operations for the three and six months ended June 30, 2024 and June 30, 2023 have been derived from our unaudited condensed consolidated financial statements included elsewhere in this Report. In addition to our historical consolidated financial information, this discussion includes forward-looking information regarding our business, results of operations and cash flows, and contractual obligations and arrangements that involve risks, uncertainties, and assumptions. Our actual results may differ materially from any future results expressed or implied by such forward-looking statements as a result of various factors, including, but not limited to, those discussed in the sections of this Report entitled “Cautionary Note Regarding Forward-Looking Information” and “Risk Factors” included elsewhere in the Proxy Statement.

Company Overview

Veea is a provider of edge computing and communications devices (i.e., “VeeaHub” devices), applications and services hosted on its edge Platform-as-a-Service (“ePaaS”). Veea Edge Platform ePaaS is an end-to-end platform that is both locally- and cloud-managed. VeeaHub products are converged computing and communications (i.e., hyperconverged) indoor and outdoor devices, about the size of a Wi-Fi Access Point (AP), that provide for networking and computing solutions for AI-assisted applications and solutions at the edge where people, places, and things connect to the network. Veea’s ePaaS architecture and business model is similar to Apple’s platform architecture and business model for iPhones and iPads but extended to hyperconverged VeeaHub devices offered by Veea.

Veea Edge Platform provides for highly secure connectivity, computing, and IoT solutions through full stack platform for digital transformation of industries as well as unserved or underserved communities that lack Internet connectivity and essential applications and services. It further enables the formation of highly secure, but easily accessible, private clouds and networks across one or multiple user(s) or enterprise location(s) across the globe. We have redefined and simplified edge computing and connectivity with Veea Edge Platform, easily deployable products that fully integrate hardware, system software, technologies, and edge applications. We are demonstrating, globally, that the Platform enables our partners and customers to champion digital transformations in multiple vertical markets.

Through our innovative Veea Edge Platform, we have created a new product category that brings cloud capabilities close to the user, as an alternative to cloud computing, with benefits in optimal latency, lower data transport costs, data privacy, security and ownership, Edge AI, “always-on” availability at the edge for mission critical applications, and contextual awareness for people, devices and things connected to the Internet. Gartner has recognized the innovativeness and capabilities of the platform by naming Veea a Leading Smart Edge Platform in 2023 and Cool Vendor in Edge Computing in 2021. Market Reports World in its research report published in October 2023 named Veea as one of the top 10 Edge AI solution providers alongside of IBM, Microsoft, Amazon Web Services (“AWS”) and others.

Veea earns revenue primarily from the sale of its VeeaHub devices, licenses and subscriptions. Veea incurred net losses of $7,278,070 and $13,297,064 for the three and six months ended June 30, 2024, respectively; $7,070,774 and $11,371,007 for the three and six months ended June 30, 2023, respectively; $15,638,589 for the year ended December 31, 2023, and $35,200,039 for the year ended December 31, 2022.

Veea generated net revenue of $40,811 and $57,581 for the three and six months ended June 30, 2024, respectively, $7,706 and $31,105 for the three and six months ended June 30, 2023, respectively, $9,072,130 for the year ended December 31, 2023, and $224,052 for the year ended December 31, 2022. Other than revenue generated from the license of AdEdge™ in 2023, revenue has been immaterial for all periods presented and represented revenue earned from paid pilots for our VeeaHub devices.

Veea was founded in 2014 by Allen Salmasi, our Chief Executive Officer and a pioneering wireless technology leader. Mr. Salmasi helped to drive industry transformation through his contributions to the development of CDMA/TDMA-based OmniTRACS, the largest mobile satellite messaging and position reporting system with integrated IoT solutions during the 1980s and in the 1990s; 2G/3G technology and products at Qualcomm in 1990s; 4G technology and products at NextWave during the 2000s, and hyper-converged edge computing and communications during the 2010s; and beyond with Veea. At Veea, Mr. Salmasi has assembled a talented and experienced management and engineering team that includes former senior executives of leading technology, telecom, SaaS, and wireless companies that possess a deep understanding of wireless technologies, mesh networking and edge computing.

Recent Developments

Private Placements

In October 2023, Veea commenced a private placement (the “Series A-2 Private Placement”) of its newly designated Series A-2 Preferred Stock, par value $0.00001 per share (the “Veea Series A-2 Preferred Stock”). The last closing occurred on May 14, 2024. The Company has received approximately $31 million in cash from the sale of shares of Series A-2 Preferred Stock and $5.2 million in other consideration from the sale of shares of Series A-2 Preferred Stock including the conversion of debt and other outstanding

On and around September 12, 2024, Plum and Veea, along with NLabs Inc., a significant shareholder of Veea (“NLabs”), entered into note purchase agreements (the “Note Purchase Agreements”) with certain accredited investors unaffiliated with Plum and Veea (each, an “Investor”) for the sale of unsecured subordinated convertible promissory notes (the “Notes”) as part of a private placement offering of up to $15 million in purchase price for such Notes in the aggregate. The sale of the Notes (the “Financing Closing”) occurred simultaneously with the Closing. In addition to a Note, each Investor received as a transfer from NLabs immediately prior to the Financing Closing a number of shares of Veea Series A-1 Preferred Stock that upon the Closing became become a number of registered shares of Common Stock equal to such Investors’ Loan Amount divided by $7.50 (the “Transferred Shares”).

Veea and VeeaSystems Inc. are co-borrowers under each Note (together, the “Borrowers”) and are jointly responsible for the obligations to each Investor thereunder. Each Note has a maturity date of 18 months after the Closing but is prepayable in whole or in part by the Borrowers at any time without penalty. The outstanding obligations under each Note accrues interest at a rate equal to the Secured Overnight Financing Rate plus 2% per annum, adjusted quarterly, but interest is only payable upon the maturity date of the Note as long as there is no event of default thereunder. Each Note is unsecured and expressly subordinated to any senior debt of the Borrowers. The Notes and the Note Purchase Agreements do not include any operational or financial covenants for the Borrowers. Each Note includes customary events of default for failure to pay amounts due on the maturity date, for failure to otherwise comply with the Borrowers’ covenants thereunder or for Borrower insolvency events, in each case, with customary cure periods, and upon an event of default, the Investor may accelerate all obligations under its Note and the Borrowers will be required to pay for the Investor’s reasonable out-of-pocket collection costs.

The outstanding obligations under each Note are convertible in whole or in part into shares of Common Stock (the “Conversion Shares”) at a conversion price of $7.50 per share (subject to equitable adjustment for stock splits, stock dividends and the like with respect to Common Stock after the Financing Closing) (the “Conversion Price”) at any time after the Financing Closing at the sole election of the Investor. The outstanding obligations under each Note will automatically convert at the Conversion Price if (i) the Company or its subsidiaries consummate one or more additional financings for equity or equity-linked securities for at least $20 million in the aggregate or makes one or more significant acquisitions valued in the aggregate (based on the consideration provided by the Company and its subsidiaries) to be at least $20 million, (ii) the Investors holding a majority of the aggregate outstanding obligations under the Notes expressly agree to convert all obligations under the Notes or (iii) the Common Stock trades with an average daily VWAP of at least $10.00 (subject to equitable adjustment for stock splits, stock dividends and the like with respect to Common Stock after the Financing Closing) for ten (10) consecutive trading days. The obligations under each Note will also automatically convert in connection with a Brokerage Transfer, as described below.

The Notes and the Conversion Shares are subject to a lock-up for a period of 6 months after the Financing Closing (subject to early release for a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their equity holdings in the Company for cash, securities or other property, and subject to customary permitted transfer exceptions). The Transferred Shares are not be subject to any lock-up restrictions, but for a period of 6 months after the Closing they will be separately designated by SPAC’s transfer agent and kept as book entry shares on the transfer agent’s records and will not be eligible to be held by DTC without the Investor first notifying the Company of its intent to transfer any such Transferred Shares to a brokerage account and/or to be held by DTC or another nominee (a “Brokerage Transfer”). If the Investor provides such notice or otherwise has any Transferred Shares subject to a Brokerage Transfer within 6 months after the Closing, a portion of the outstanding obligations under such Investor’s Note will automatically convert into a number of Conversion Shares equal to the number of Transferred Shares subject to such Brokerage Transfer, and the lock-up period for such Conversion Shares will be extended for an additional 6 months to 12 months after the Financing Closing.

The Note Purchase Agreements include customary registration rights providing that as soon as practicable after the Closing, the Company will file with the SEC a registration statement to register the resale of the Conversion Shares and will use its commercially reasonable efforts to have it declared effective within 90 days after the Closing.

Components of Results of Operations

Revenue, net

The Company recognizes revenue based on the satisfaction of distinct obligations to transfer goods and services to customers. The Company generates revenue from hardware sales and the sale of licenses and subscriptions. The Company applies a five-step approach as defined in ASC 606, Revenue from Contracts with Customers, in determining the amount and timing of revenue to be recognized: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when a corresponding performance obligation is satisfied. Most contracts with customers are to provide distinct products or services within a single contract. However, if a contract is separated into more than one performance obligation, the total transaction price is allocated to each performance obligation in an amount based on the estimated relative standalone selling price.

For licenses of technology, recognition of revenue is dependent upon whether the Company has delivered rights to the technology, and whether there are future performance obligations under the contract. Revenue from non-refundable upfront payments is recognized when the license is transferred to the customer and the Company has no other performance obligations. Revenue for licenses delivered under a subscription model having terms between one and twelve-months are recognized over-time. Subscription revenue is generated through sales of monthly subscriptions. Customers pay in advance for the licenses and subscriptions. Revenue is initially deferred and is recognized using the straight-line method over the term of the applicable subscription period.

Cost of Goods Sold

Cost of goods sold consists primarily of the cost of finished goods, components purchased for manufacturing and freight. Cost of goods sold also includes third-party vendor costs related to cloud hosting fees.

Operating Expenses

We classify our operating expenses into the following categories:

●

Product development expenses. Product development expenses primarily consist of employee compensation, employee benefits, stock-based compensation related to technology developers and product management employees, as well as fees paid for outside services and materials.

●

Sales and marketing expenses. Sales and marketing expenses consist of compensation and other employee-related costs for personnel engaged in selling, marketing and sales support functions. Selling expenses also include marketing and the costs associated with customer evaluations. The Company does not currently incur advertising costs.

●

General and administrative expenses. General and administrative expenses consist of compensation expense (including stock-based compensation expense) for employees and executive management, and expenses associated with finance, tax, and human resources. General and administrative expenses also includes transaction costs, expenses associated with facilities, information technology, external professional services, legal costs and settlement of legal claims and other administrative expenses.

●

Depreciation and amortization: Depreciation and amortization expense consists of depreciation of Veea’s property and equipment and amortization of Veea’s patents and other intellectual property.

●

Impairment: Impairment consists of impairment charges related to our in-process research and development (“IPR&D”)

Results of Operations

The following tables set forth the results of our operations for the periods presented, as well as the changes between periods. The period-to-period comparison of financial results is not necessarily indicative of future results.

The following table sets forth Veea’s unaudited statements of operations data for the three and six months ended June 30, 2024 and 2023, respectively. Veea has prepared the three and six-month data on a consistent basis with the audited consolidated financial statements as of and for the years ended December 31, 2023 and 2022 included in the Proxy Statement beginning at page F-57. In the opinion of Veea’s management, the unaudited three- and six-month financial information reflects all necessary adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of this data.

For the three months ended June 30, 2024 compared to year ended June 30, 2023

	For the Three Months Ended						$			%
	June 30, 2024			June 30, 2023			Change

Revenues, net	$	40,811		$	7,706		$	33,105			430	%
Cost of Goods Sold		30,706			7,584			23,122			305	%
Gross profit		10,105			122			9,983			8,183	%

Operating Expenses:
Product development		701,946			139,734			562,212			402	%
Sales and marketing		292,140			57,632			234,508			407	%
General and administrative		5,785,051			4,101,417			1,683,634			41	%
Depreciation and amortization		68,465			589,020			(520,555	)		-88	%
Total operating expenses		6,847,602			4,887,803			1,959,799			40	%
Loss from operations		(6,837,497	)		(4,887,925	)		(1,949,572	)		40	%

Other Income and (Expense):
Other income, net		10,075			(156,971	)		167,046			-106	%
Other expense		(6,474	)		3,259			(9,733	)		-299	%
Interest expense		(444,174	)		(2,029,381	)		1,585,207			-78	%
Total other income and expense		(440,573	)		(2,183,093	)		1,742,520			-80	%
Net loss	$	(7,278,070	)	$	(7,070,774	)	$	207,296			3	%

For the six months ended June 30, 2024 compared to year ended June 30, 2023

	For the Six Months Ended						$			%
	June 30, 2024			June 30, 2023			Change

Revenues, net	$	57,581		$	31,105			26,476			85	%
Cost of Goods Sold		42,690			22,856			19,834			87	%
Gross profit (loss)		14,891			8,249			6,642			-81	%

Operating Expenses:
Product development		796,169			490,839			305,330			62	%
Sales and marketing		378,404			161,187			217,217			135	%
General and administrative		11,102,408			7,261,446			3,840,962			53	%
Depreciation and amortization		137,381			658,988			(521,607	)		-79	%
Total operating expenses		12,414,362			8,572,460			3,841,902			45	%
Loss from operations		(12,399,471	)		(8,564,211	)		(3,835,260	)		45	%

Other Income and (Expense):
Other income, net		12,659			(155,515	)		168,174			-108	%
Other expense		(9,310	)		(15,134	)		5,824			-38	%
Interest expense		(900,942	)		(2,636,147	)		1,735,205			-66	%
Total other income and expense		(897,593	)		(2,806,796	)		1,909,203			-68	%
Net loss	$	(13,297,064	)	$	(11,371,007	)	$	(1,926,057	)		17	%

Revenue, net

The Company generated revenue of $40,811 and $7,706 for the three months ended June 30, 2024 and 2023, respectively. The Company generated revenue of $57,581 and $31,105 for the six months ended June 30, 2024 and 2023, respectively. Revenue has been immaterial for all periods presented and represented revenue principally earned from paid pilots for our VeeaHub^® devices.

Our focus over the past several years has been on field testing and refining our product to meet customer needs as well as market developments. As a result of these efforts, we expect revenue to grow over the next several quarters through the sales of our hardware, licenses and subscriptions. We are especially focused in four principal market opportunities: 1) Digital Equity and Inclusion, 2) Energy and Sustainability solutions for Smart Buildings and Climate Smart Agriculture, 3) Convergence of Fixed, Wireless, and 5G Networks, and 4) Smart Retail and Smart Warehouses.

Cost of Goods Sold

Cost of goods sold increased by approximately $23,000, or 305%, in the three months ended June 30, 2024 compared to the three months ended June 30, 2023. Cost of goods sold increased by $20,000, or 87%, in the six months ended June 30, 2024 compared to the three months ended June 30, 2023. The increase is immaterial as it is related to the costs incurred to generate our revenue earned from paid pilots for our VeeaHub^® devices.

Product Development Expense

Product development expense increased by $0.6 million, or 402%, in the three months ended June 30, 2024 compared to the three months ended June 30, 2023. Product development expense increased by $0.3 million, or 62%, in the six months ended June 30, 2024 compared to the three months ended June 30, 2023. The increase was due to an increase in product development expenses related to an increase in internal development and additional costs incurred by outside contractors related to product manufacturing.

Sales and Marketing Expense

Sales and marketing expense increased by $0.2 million, or 407%, in the three months ended June 30, 2024 compared to the three months ended June 30, 2023. Sales and marketing expense increased by $0.2 million, or 135%, in the six months ended June 30, 2024 compared to the three months ended June 30, 2023. The increase was due primarily to an increase in customer evaluations and fees paid to third-party marketing firm during the period.

General and Administrative Expense

General and administrative expense increased by $1.7 million, or 41%, in the three months ended June 30, 2024 compared to the three months ended June 30, 2023. General and administrative expense increased by $3.8 million, or 53%, in the six months ended June 30, 2024 compared to the three months ended June 30, 2023. The increase was primarily due to an increase in foreign exchange losses. as well as an increase in professional and consulting fees relating to the Business Combination.

Depreciation and Amortization

Depreciation and amortization decreased by $0.5 million, or (88)%, in the three months ended June 30, 2024 compared to the three months ended June 30, 2023. Depreciation and amortization decreased by $0.5 million, or (79)%, in the six months ended June 30, 2024 compared to the three months ended June 30, 2023. The decrease was due to certain intangibles reaching the end of their useful lives.

Other income, net

Other income relates to immaterial non-operating income incurred during the period. These amounts were immaterial for the three and six months ended June 30, 2024 and 2023.

Other expense

Other expenses relate to immaterial non-operating expenses incurred during the period. These amounts were immaterial for the three and six months ended June 30, 2024 and 2023.

Interest expense

Interest expense decreased by $1.6 million, or 78%, in the three months ended June 30, 2024 compared to the three months ended June 30, 2023. Interest expense decreased by $1.7 million, or 66%, in the six months ended June 30, 2024 compared to the three months ended June 30, 2023. The decrease was due to loans coming to term or being converted into equity.

Liquidity and Capital Resources

To date, we have financed our operations primarily through private placements of equity securities and debt to. We plan to fund our operations and capital funding needs through a combination of private and public equity and debt offerings, or a combination thereof. Since our inception, we have incurred significant operating losses and negative cash flows. As of June 30, 2024 and December 31, 2023, we had an accumulated deficit of $183.6 million and $170.3 million, respectively.

As of June 30, 2024 and December 31, 2023, we had cash of $0.9 million and $6.0 million, respectively. Through June 30, 2024, the total cash proceeds received by the Company from the sale of Series A-2 Preferred Stock totaled approximately $30.8 million. Further, through June 30, 2024, the Company has issued approximately 2.8 million shares of Series A-2 Preferred Stock in connection with the conversion of debt and other obligations totaling approximately $5.1 million. As of June 30, 2024, we had $24.5 million outstanding debt, of which approximately $15.5 million was related party debt and $9.0 million was outstanding under our working capital facility.

During the six months ended June 30, 2024 and 2023, the Company has incurred net losses of $13.3 million and $11.4 million, respectively, and had an accumulated deficit of $183.6 million as of June 30, 2024. The Company expects to continue to incur net losses as it continues to grow and scale its business. Historically, the Company’s activities have been financed through private placements of equity securities and debt to related parties. In October 2023, the Company commenced a private placement for the sale of its newly designated Series A-2 Preferred Stock, par value of $0.00001 per share (the “Series A-2 Preferred Stock”). As of June 30, 2024, the Company has received approximately $31 million in cash from the sale of shares of Series A-2 Preferred Stock and $5.2 million in other consideration from the sale of shares of Series A-2 Preferred Stock including the conversion of debt and other outstanding obligations. In connection with the closing of the Business Combination, the Company and Plum signed Note Purchase Agreements with unrelated third parties providing for the issuance and sale of unsecured subordinated Notes in the aggregate principal amount of $15 million, with $1.45 million funded as of the Closing Date and $13.5 million being funded within thirty (30) business days of the Closing Date.

Taking into account the anticipated receipt of additional note proceeds expected to be received following the closing of the Business Combination, the receipt of approximately $1.1 million of proceeds from Plum’s trust account following the Closing Date, the conversion of $16 million of related party debt on the Closing Date, and the return of the Company’s $5 million downpayment for certain inventory purchased from iFREE Group Holdings Limited, the Company believes that it has sufficient cash to meet its working capital requirements over the next twelve months. If additional funding is required to execute the Company’s business plan, the Company expects to seek to obtain that additional funding through a combination of private equity offerings, debt financings or a combination thereof. There can be no assurance as to the availability or terms upon which such financing and capital might be available.

Comparison of the Six Months Ended June 30, 2024 and 2023

The following table shows Veea’s cash flows provided by (used in) operating activities, investing activities and financing activities for the stated periods:

	Six Months ended June 30,
	2024			2023			Variance
Operating activities	$	(14,994,009	)	$	(6,226,583	)	$	(8,767,426	)
Investing activities		(133,312	)		(87,062	)		(46,250	)
Financing activities		9,986,840			7,248,000			2,738,840

Operating Activities

Net cash used in operating activities for the six months ended June 30, 2024 was $15 million compared to $6.2 million for the six months ended June 30, 2023, an increase of $8.8 million. The increase was primarily due to the $5.0 million deposit made for inventory and a $3.8 million dollar operating loss.

Investing Activities

Net cash used in investing activities for the six months ended June 30, 2024 decreased by $46,250 from the six months ended June 30, 2023. The increase was primarily due to purchase of additional property, equipment and intangible assets during the period.

Financing Activities

Net cash provided by financing activities for the six months ended June 30, 2024 was $10 million compared to $7.2 million for the six months ended June 30, 2023, an increase of $2.7 million. The increase was primarily due to proceeds received from the issuance of Series A-2 preferred stock, net of transaction costs. In 2023, the Company’s financing sources included a $5.0 million term loan from an unrelated third party, a $3.0 convertible note from an unrelated third party and an additional $2.2 million in demand notes from a related party.

Off-Balance Sheet Arrangements

We have not had any over the past three fiscal years, and we currently do not have, any off-balance sheet arrangements as defined in the rules and regulations of the SEC. To the extent we have any contingent assets or liabilities, these have been captured and audited within the accompanying consolidated financial statements.

Critical Accounting Estimates

The preparation of financial statements in conformity with GAAP requires Veea’s management to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported amounts of revenue and expenses during the reported periods. Other than valuation of inventory, Veea does not currently have any critical accounting estimates that could have a material impact on their financial statements. Veea has other key accounting policies, which involve the use of estimates, judgments and assumptions that are significant to understanding its results, which are described in Note 3 to Veea’s consolidated financial statements as of and for the years ended December 31, 2023 and 2022 included in the Proxy Statement beginning at page F-57.

Revenue Recognition

The Company earns revenue from the sale of its VeeaHub® devices, licenses and subscriptions. The Company generated revenue of $40,811 and $7,706 for the three months ended June 30, 2024 and 2023, respectively. The Company generated revenue of $57,581 and $31,105 for the six months ended June 30, 2024 and 2023, respectively. Revenue has been immaterial for all periods presented and represented revenue earned from paid pilots for our VeeaHub® devices. Revenue for the year ended December 31, 2023, was $9,072,130 from the licensing of AdEdge™, services and paid pilots for our VeeaHub products.

Revenue from hardware sales is recognized at a point-in-time, which is generally at the point in time when products have been shipped, right to payment has been obtained and risk of loss has been transferred. Certain of the Company’s product performance obligations include proprietary operating system software, which typically is not considered separately identifiable. Therefore, sales of these products and the related software are considered one performance obligation.

Revenue from all sale types is recognized at the transaction price, the amount management expects to be entitled to in exchange for transferring goods or providing services. Transaction price is calculated as selling price net of variable consideration which may include estimates for future returns, price protection, warranties, and other customer incentive programs based upon the Company’s expectation and historical experience.

The Company contracts with customers under non-cancellable arrangements. While customers, including resellers, may cancel master purchase agreements under certain circumstances, customers may not cancel or modify purchase orders placed under the terms of such master purchase agreements. Each purchase order is therefore a contract with the customer, i.e., the purchase of a quantity of any given, single product; further, purchase orders do not commit the customer to purchase any further volumes over time. Contract modifications do not carry revenue recognition implications as no revenue is recognized until control over products, or intellectual property, as applicable, has transferred to the customer.

The Company has service arrangements where net sales are recognized over time. These arrangements include a variety of post-contract support service offerings, which are generally recognized over time as the services are provided, including maintenance and support services, and professional services to help customers maximize their utilization of deployed systems.

A contract liability for deferred revenue is recorded when consideration is received or is unconditionally due from a customer prior to transferring control of goods or services to the customer under the terms of a contract. Deferred revenue balances typically result from advance payments received from customers for product contracts or from billings in excess of revenue recognized on services arrangements. Deferred revenue balances were not significant as of June 30, 2024 and December 31, 2023.

Inventory Valuation

The Company values inventory at the lower of cost or net realizable value. Cost is computed using standard cost which approximates actual cost on a first-in, first-out basis. At each reporting period, the Company assesses the value of its inventory and writes down the cost of inventory to its net realizable value if required, for estimated excess or obsolescence. Factors influencing these adjustments include changes in future demand forecasts, market conditions, technological changes, product life cycle and development plans, component cost trends, product pricing, physical deterioration, and quality issues. The write down for excess or obsolescence is charged to the provision for inventory, which is a component of Cost of goods sold in the Company’s consolidated statements of operations and comprehensive loss. At the point of the loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

Due to the judgmental nature of inventory valuation, we may from time to time be required to adjust our assumptions as processes change and as we gain better information. Although we continue to refine the assumptions, described above, on which we base our estimates, we cannot be sure that our estimates are accurate indicators of future events. Accordingly, future adjustments may result from refining these estimates. Such adjustments may be significant.

Goodwill

Goodwill represents the excess of the aggregate purchase consideration over the fair value of the net assets acquired. Goodwill is reviewed for impairment on an annual basis, or more frequently if events or changes in circumstances indicate that the carrying amount of goodwill may be impaired. In conducting its annual impairment test, the Company first reviews qualitative factors to determine whether it is more likely than not that the fair value of the reporting unit is less than its carrying amount. If factors indicate that the fair value of the reporting unit is less than its carrying amount, the Company performs a quantitative assessment, and the fair value of the reporting unit is determined by analyzing the expected present value of future cash flows. If the carrying value of the reporting unit continues to exceed its fair value, the fair value of the reporting unit’s goodwill is calculated and an impairment loss equal to the excess is recorded. The Company’s goodwill was recorded in connection with an acquisition consummated in June 2018. The Company considers goodwill to have an indefinite life and is not amortized.

Impairment of Long-Lived Assets

Long-lived assets with finite lives consist primarily of property and equipment, operating lease right-of-use assets, and intangible assets which are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the undiscounted future net cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future undiscounted cash flows, an impairment charge is recognized by the amount by which the carrying amount of the asset exceeds the fair value of the asset.

Stock-Based Compensation

The Company accounts for stock-based compensation expense in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”). The Company measures and recognizes compensation expense for all stock-based awards based on estimated fair values on the date of the grant, recognized over the requisite service period. For awards that vest solely based on a service condition, the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period. The Company accounts for forfeitures as they occur.

Warrants

The Company accounts for Warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the Warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the Warrants meet all of the requirements for equity classification under ASC 815, including whether the Warrants are indexed to the Company’s own Ordinary Shares and whether the Warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of Warrant issuance and as of each subsequent quarterly period end date while the Warrants are outstanding.

For issued or modified Warrants that meet all of the criteria for equity classification, the Warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified Warrants that do not meet all the criteria for equity classification, the Warrants are required to be recorded at their initial fair value on the date of issuance, and at their fair value on each balance sheet date thereafter. Changes in the estimated fair value of the Warrants are recognized as a non-cash gain or loss in the Company’s consolidated statements of operations.

Recent Accounting Pronouncements

A discussion of recent accounting pronouncements applicable to Veea is described in Note 3, Summary of Significant Accounting Policies, which are described in Note 3 to the unaudited financial statements of Veea as of June 30, 2024 and for the six months then ended, filed as Exhibit 99.3 to this Report.

Emerging Growth Company Status

Veea is an emerging growth company as defined in the JOBS Act. The JOBS Act permits companies with emerging growth company status to take advantage of an extended transition period to comply with new or revised accounting standards, delaying the adoption of these accounting standards until they would apply to private companies. Veea has elected to use this extended transition period to enable it to comply with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, Veea’s financial statements may not be comparable to companies that comply with the new or revised accounting standards as of public company effective dates.

In addition, Veea intends to rely on the other exemptions and reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an emerging growth company, Veea intends to rely on such exemptions, it is not required to, among other things: (i) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act; (ii) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (iii) comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (iv) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the Chief Executive Officer’s compensation to median employee compensation.

Veea will remain an emerging growth company under the JOBS Act until the earliest of (i) the last day of its first fiscal year following the fifth anniversary of the closing of the Plum Acquisition Initial Public Offering, (ii) the last date of our fiscal year in which it has total annual gross revenue of at least $1.235 billion, (iii) the date on which it is deemed to be a “large accelerated filer” under the rules of the SEC with at least $700.0 million of outstanding securities held by non-affiliates or (iv) the date on which it have issued more than $1.0 billion in non-convertible debt securities during the previous three-years.

Quantitative and Qualitative Disclosures About Market Risks

Foreign Exchange Risk

The currency of the primary economic environment in which the operations of the Company and its U.S. subsidiaries are conducted is the United States dollar (“USD”). Accordingly, the Company and all of its U.S. subsidiaries use USD as their functional currency.

Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Foreign currency transaction gain (loss), mainly related to intercompany loans to the UK denominated in British Pound Sterling and intercompany agreements with our French subsidiary denominated in Euros, are included in other comprehensive gain (loss).

Our financial results could be affected by changes in foreign currency exchange rates, although foreign exchange risks have not been material to our financial position or results of operations to date. We prepared a sensitivity analysis to determine the impact of hypothetical changes foreign currency exchange rates have on our results of operations. The foreign currency rate analysis assumed a movement in the British Pound Sterling by 10% relative to the U.S. Dollar on our results. Based upon the results of this analysis, a 10% change in the British Pound Sterling would have resulted in an increase or decrease in our earnings for the year ended December 31, 2023 of approximately $0.1 million. Changes in the Euro have not been material to our financial position or results of operations to date.

Interest Rate and Debt Risk

Not applicable

Properties

We are headquartered in New York City, New York. We have engineering offices in Iselin, New Jersey; Bath, United Kingdom; and Juvigny, France. We also maintain a sales and marketing office in Paris, France.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information known to the Company regarding beneficial ownership of shares of the Company’s Common Stock as of the Closing Date by:

●

each person known by the Company to be the beneficial owner of more than 5% of the Company’s outstanding Common Stock;

●

each of the Company’s named executive officers and directors; and

●

all executive officers and directors as a group.

Beneficial ownership is determined according to the rules of the SEC, which generally provide that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power over that security, including options, warrants and certain other derivative securities that are currently exercisable or will become exercisable within 60 days.

The percentage of beneficial ownership is based on 35,620,090 shares of Common Stock issued and outstanding as of the Closing Date.

In accordance with SEC rules, shares of our Common Stock which may be acquired upon exercise of stock options or warrants which are currently exercisable or which become exercisable within 60 days of the date of the Closing are deemed beneficially owned by the holders of such options and warrants and are deemed outstanding for the purpose of computing the percentage of ownership of such person, but are not treated as outstanding for the purpose of computing the percentage of ownership of any other person.

Unless otherwise indicated, the business address of each of the entities, directors and executives in this table is 164 E. 83rd Street, New York, New York, United States. Unless otherwise indicated and subject to community property laws and similar laws, the Company believes that all parties named in the table below have sole voting and investment power with respect to all shares of Common Stock beneficially owned by them.

Beneficial Ownership Table

Name and Address of Beneficial Owners⁽¹⁾	Number of Shares of Common Stock		%
Directors and Executive Officers
Allen Salmasi (2)		15,885,484		44.6	%
Janice K. Smith (3)		147,868		*
Mark Tubinis (4)		52,518		*
Douglas Maine (5)		39,606		*
Helder Antunes		20,000		*
Michael Salmasi		309,441		*
Kanishka Roy (6)		4,557,346		12.8	%
Gary Cohen		-		*
Alan Black		-		*

NLabs Inc. (2)		12,148,921		34.1	%
Salmasi 2004 Trust (2)		2,808,475		7.9	%
All directors and executive officers as a group (9 individuals)		21,012,263		58.8	%

*	Less than 1%.

(1)	Unless otherwise noted, the business address of each of the following entities or individuals is 164 E. 83rd Street, New York, New York, United States.

(2)

Consists of 12,148,921 shares held by NLabs Inc., an entity controlled by Mr. Salmasi and members of his immediate family, 2,808,475 shares held by Salmasi 2004 Trust, the trustee of which is a member of Mr. Salmasi’s immediate family, 437,029 shares held directly by Mr. Salmasi and 491,059 shares held by Mr. Salmasi’s spouse.

(3)	Includes options to purchase 70,366 shares of Common Stock.

(4)	Consists of options to purchase 52,518 shares of Common Stock.

(5)	Includes options to purchase 14,714 shares of Common Stock.

(6)	Includes 4,507,346 shares of Common Stock held by Plum Partners, LLC, of which entity Kanishka Roy serves as President and Co-Chief Executive Officer and exercises dispositive and voting power.

Directors and Executive Officers

Information with respect to the Company’s directors and executive officers immediately after the Closing, including biographical information regarding these individuals, is set forth in the Proxy Statement in the section entitled “Management of New Plum following the Transaction” beginning on page 233, which information is incorporated herein by reference.

At the EGM, Plum’s shareholders elected the following individuals to serve as directors of the Company, effective upon consummation of the Business Combination: Gary Cohen and Michael Salmasi were designated as Class I directors whose terms expire at the annual meeting of stockholders to be held in 2025 or until each such director’s successor has been duly elected and qualified, or until each such director’s earlier death, resignation, retirement or removal, Douglas Maine and Alan Black were designated as Class II directors whose terms expire at the annual meeting of stockholders to be held in 2026 or until each such director’s successor has been duly elected and qualified, or until each such director’s earlier death, resignation, retirement or removal, and Douglas Maine and Alan Black were designated as Class II directors whose terms expire at the annual meeting of stockholders to be held in 2027 or until each such director’s successor has been duly elected and qualified, or until each such director’s earlier death, resignation, retirement or removal. Allen Salmasi, Chairman of the Board, and Kanishka Roy are the Class III directors.

On September 19, 2024, Helder Antunes was appointed as a Class II director.

Director Independence

Nasdaq listing rules require that a majority of the board of directors of a company listed on Nasdaq be composed of “independent directors,” which is defined generally as a person other than an officer or employee of the company or its subsidiaries or any other individual having a relationship, which, in the opinion of the company’s board of directors, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director. The Company’s Board has determined that each of Douglas Maine, Kanishka Roy, Gary Cohen and Alan Black is an independent director under the Nasdaq listing rules and Rule 10A-3 of the Exchange Act. In making these determinations, the Board considered the current and prior relationships that each non-employee director had with Veea and has with the Company and all other facts and circumstances the Board deemed relevant in determining independence, including the beneficial ownership of our Common Stock by each non-employee director.

Committees of the Board of Directors

The standing committees of Company’s Board consists of an Audit Committee, a Compensation Committee, and a Nominating and Corporate Governance Committee. The composition of each committee following the Business Combination is set forth below.

Audit Committee

The Company’s Audit Committee has been established in accordance with Section 3(a)(58)(A) of the Exchange Act and consists of Douglas Maine, Gary Cohen and Alan Black, each of whom is an independent director and is “financially literate” as defined under the Nasdaq listing standards. Douglas Maine serves as chair of the Audit Committee. The Company’s Board has determined that Mr. Maine qualifies as an “audit committee financial expert,” as defined under rules and regulations of the SEC.

Compensation Committee

The Company’s Compensation Committee consists of Gary Cohen and Douglas Maine, each of whom is an independent director under Nasdaq’s listing standards, and Gary Cohen serves as chair of the Compensation Committee.

Nominating and Corporate Governance Committee

The Company’s Nominating and Corporate Governance Committee consists of Kanishka Roy and Alan Black, each of whom is an independent director under Nasdaq’s listing standards, and Kanishka Roy serves as the chair of the Nominating and Corporate Governance Committee. The Nominating and Corporate Governance Committee is responsible for overseeing the selection of persons to be nominated to serve on the Board. The Nominating and Corporate Governance Committee considers persons identified by its members, management, shareholders, investment bankers and others.

The guidelines for selecting nominees, including nominees who will permit the Continuing Company to comply with applicable California and Nasdaq diversity standards, are specified in the Nominating and Corporate Governance Committee Charter.

Executive Officers

On the Closing Date, the following persons were appointed to serve as the Company’s executive officers:

Name		Office
Allen Salmasi		Chairman and Chief Executive Officer
Janice K. Smith		Executive Vice President, Chief Operating Officer and Interim Chief Financial Officer
Mark Tubinis		Chief Commercial Officer
Michael Salmasi		CEO, Veea Solutions Inc.

In connection with the Closing, each of the Company’s executive officers prior to the Closing resigned from his or her respective position as an executive officer of the Company, in each case effective as of the effective time of the Merger.

Executive Compensation

The compensation of the Company’s named executive officers who served before the consummation of the Business Combination is described in the Proxy Statement in the section entitled “Summary Compensation Table” and “Outstanding Equity Awards at Fiscal-Year-End Table” beginning on pages 240 and 242, respectively, which information is incorporated herein by reference. Since the Company’s inception, the Company’s chief executive officer has received no salary or equity awards.

Director Compensation

A description of the compensation of the Company’s directors before the consummation of the Business Combination is set forth in the Proxy Statement in the sections entitled “Information about Plum - Executive Compensation and Director Compensation” and “Veea Executive Officer and Director Compensation” beginning on pages 196 and 240, respectively, and that information is incorporated herein by reference.

A description of the compensation of the Company’s directors after the consummation of the Business Combination is set forth in the Proxy Statement in the section entitled “Veea Executive Officer and Director Compensation” beginning on page 240, and that information is incorporated herein by reference.

Certain Relationships and Related Transactions

Information about certain relationships and related party transactions is set forth in the section of the Proxy Statement entitled “Certain Relationship and Related Person Transactions” on page 244, which information is incorporated herein by reference.

Director Independence

Nasdaq listing standards require that a majority of the members of the board of directors be independent. An “independent director” is defined generally as a person other than an officer or employee of a company or its subsidiaries or any other individual having a relationship which, in the opinion of the board of directors of such company, would interfere with the director’s exercise of independent judgment in carrying out the responsibilities of a director.

The Company currently has four “independent directors” as defined in the Nasdaq listing standards and applicable SEC rules and as determined by the board of directors using its business judgment.

Legal Proceedings

Information about legal proceedings is set forth in the section of the Proxy Statement entitled “Information About Veea - Legal Proceedings” on page 223, which information is incorporated herein by reference.

Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters

Information regarding holders of the Company’s securities is set forth under “Description of the Company’s Securities” below.

Following the Closing, on September 17, 2024, the Common Stock and publicly traded warrants began trading on Nasdaq under the symbols “VEEA” and “VEEAW,” respectively. The warrants may be delisted from Nasdaq if there is not a sufficient number of round lot holders within 15 days after the consummation of the Business Combination, and if delisted, may be quoted on the OTC Bulletin Board or OTC Pink, an inter-dealer automated quotation system for equity securities that is not a national securities exchange. The public units of Plum automatically separated into the component securities upon consummation of the Business Combination and, as a result, no longer trade as a separate security.

The Company has not paid any cash dividends on its shares of its Common Stock to date. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any dividends will be within the discretion of the Board.

Recent Sales of Unregistered Securities

Reference is made to the disclosure set forth below under Item 3.02 of this Report concerning the issuance and sale by the Company of certain unregistered securities, which is incorporated herein by reference.

Description of the Company’s Securities

The Company has authorized 551,000,000 shares of capital stock, consisting of (a) 550,000,000 shares of Common Stock, par value $0.0001 per share, and (b) 1,000,000 shares of preferred stock, par value $0.0001 per share. The outstanding shares of the Company’s Common Stock are fully paid and non-assessable. As of the Closing Date, there were 35,620,090 shares of Common Stock outstanding, no shares of preferred stock outstanding, and 12,640,508 warrants outstanding.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

The information set forth in Item 2.01 of this Report is incorporated herein by reference.

Financial Statements, Supplementary Data and Exhibits

The information set forth in Item 9.01 of this Report is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

Convertible Note Financing

On and around September 12, 2024, Plum and Veea, along with NLabs Inc., a significant shareholder of Veea, entered into note purchase agreements with certain accredited investors unaffiliated with Plum and Veea for the sale of unsecured subordinated convertible promissory notes as part of a private placement offering of up to $15 million in purchase price for such Notes in the aggregate. The sale of the Notes occurred simultaneously with the Closing. In addition to a Note, each Investor received as a transfer from NLabs immediately prior to the Financing Closing a number of shares of Veea Series A-1 Preferred Stock that upon the Closing became become a number of registered shares of Common Stock equal to such Investors’ Loan Amount divided by $7.50.

Veea and VeeaSystems Inc. are co-borrowers under each Note and are jointly responsible for the obligations to each Investor thereunder. Each Note has a maturity date of 18 months after the Closing, but is prepayable in whole or in part by the Borrowers at any time without penalty. The outstanding obligations under each Note accrues interest at a rate equal to the Secured Overnight Financing Rate plus 2% per annum, adjusted quarterly, but interest is only payable upon the maturity date of the Note as long as there is no event of default thereunder. Each Note is unsecured and expressly subordinated to any senior debt of the Borrowers. The Notes and the Note Purchase Agreements do not include any operational or financial covenants for the Borrowers. Each Note includes customary events of default for failure to pay amounts due on the maturity date, for failure to otherwise comply with the Borrowers’ covenants thereunder or for Borrower insolvency events, in each case, with customary cure periods, and upon an event of default, the Investor may accelerate all obligations under its Note and the Borrowers will be required to pay for the Investor’s reasonable out-of-pocket collection costs.

The outstanding obligations under each Note are convertible in whole or in part into shares of Common Stock at a conversion price of $7.50 per share (subject to equitable adjustment for stock splits, stock dividends and the like with respect to Common Stock after the Financing Closing) at any time after the Financing Closing at the sole election of the Investor. The outstanding obligations under each Note will automatically convert at the Conversion Price if (i) the Company or its subsidiaries consummate one or more additional financings for equity or equity-linked securities for at least $20 million in the aggregate or makes one or more significant acquisitions valued in the aggregate (based on the consideration provided by the Company and its subsidiaries) to be at least $20 million, (ii) the Investors holding a majority of the aggregate outstanding obligations under the Notes expressly agree to convert all obligations under the Notes or (iii) the Common Stock trades with an average daily VWAP of at least $10.00 (subject to equitable adjustment for stock splits, stock dividends and the like with respect to Common Stock after the Financing Closing) for ten (10) consecutive trading days. The obligations under each Note will also automatically convert in connection with a Brokerage Transfer, as described below.

The Notes and the Conversion Shares are subject to a lock-up for a period of 6 months after the Financing Closing (subject to early release for a liquidation, merger, share exchange or other similar transaction that results in all of the Company’s stockholders having the right to exchange their equity holdings in the Company for cash, securities or other property, and subject to customary permitted transfer exceptions). The Transferred Shares are not be subject to any lock-up restrictions, but for a period of 6 months after the Closing they will be separately designated by SPAC’s transfer agent and kept as book entry shares on the transfer agent’s records and will not be eligible to be held by DTC without the Investor first notifying the Company of its intent to transfer any such Transferred Shares to a brokerage account and/or to be held by DTC or another nominee. If the Investor provides such notice or otherwise has any Transferred Shares subject to a Brokerage Transfer within 6 months after the Closing, a portion of the outstanding obligations under such Investor’s Note will automatically convert into a number of Conversion Shares equal to the number of Transferred Shares subject to such Brokerage Transfer, and the lock-up period for such Conversion Shares will be extended for an additional 6 months to 12 months after the Financing Closing.

The Note Purchase Agreements include customary registration rights providing that as soon as practicable after the Closing, the Company will file with the SEC a registration statement to register the resale of the Conversion Shares, and will use its commercially reasonable efforts to have it declared effective within 90 days after the Closing.

The Company issued the Notes pursuant to the exemption from the registration requirements of the Securities Act available under Section 4(a)(2).

Shares Issued to Vendors

In connection with the consummation of the Business Combination, the Company issued 66,667 shares of Common Stock to a certain vendor and 175,000 shares of Common Stock to another vendor, in satisfaction of certain obligations owed to such vendors.

Item 3.03 Material Modification to Rights of Security Holders.

On the Closing Date, the Company filed the Amended and Restated Certificate of Incorporation of the Company (the “A&R Certificate”) with the Secretary of State of the State of Delaware. The material terms of the A&R Certificate and the general effect upon the rights of holders of the Company’s capital stock are described in the sections of the Proxy Statement entitled “Proposal No. 3 - Charter Proposal,” beginning on page 138, which information is incorporated herein by reference. A copy of the A&R Certificate is filed as Exhibit 3.1 to this Report and is incorporated herein by reference.

In addition, upon the Closing, pursuant to the terms of the Business Combination Agreement, the Company amended and restated its bylaws. A copy of the Company’s Amended and Restated Bylaws is filed as Exhibit 3.2 to this Report and is incorporated herein by reference.

Item 4.01 Changes in Registrant’s Certifying Accountant.

On September 19, 2024, the Board dismissed Marcum LLP (“Marcum”), the Company’s independent registered public accounting firm. Marcum’s report on Plum’s financial statements as of December 31, 2023 and 2022 contained an explanatory paragraph relating to going concern, but otherwise did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

As required by Rules 13a-15 and 15d-15 under the Exchange Act, Plum’s Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of Plum’s disclosure controls and procedures as of June 30, 2024. Based upon their evaluation, Plum’s Chief Executive Officer and Chief Financial Officer concluded that Plum’s disclosure controls and procedures were not effective as of June 30, 2024 due to the material weakness in Plum’s internal controls over accounting and reporting complex financial instruments including the accounting for Plum’s subscription agreements and other service provider or investor agreements, proper classification of warrants as liabilities and redeemable Class A ordinary shares as temporary equity and prepaid expenses between current and non-current, misclassification of the trust account between current and long term assets, misclassification of redeemed shares between current liabilities and temporary equity and under accrual of liabilities.

During Marcum’s engagement by the Company, and through the date of dismissal, there were no: (i) disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosures or audit scope or procedures, which disagreements if not resolved to Marcum’s satisfaction would have caused Marcum to make reference to the subject matter of the disagreement in connection with its report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K, other than as described above.

The Company has provided Marcum with a copy of the disclosures made by the Company in response to this Item 4.01 and has requested that Marcum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the registrant in response to Item 304(a) and, if not, stating the respects in which it does not agree. A letter from Marcum is attached as Exhibit 16.1 to this Report.

On September 19, 2024 the Board approved the engagement of PKF O’Connor Davies, LLP (“PKF”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the year ending December 31, 2024, effective immediately. The Audit Committee of the Board is expected to ratify the dismissal of Marcum and the engagement of PKF shortly. The change will be effective upon PKF’s completion of its standard client acceptance process and execution of an engagement letter.

During the fiscal years ended December 31, 2023 and December 31, 2022, and the subsequent interim period through the date of PKF’s engagement, neither Plum, nor any party on behalf of Plum, consulted PKF regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on Plum’s financial statements, and no written report or oral advice was provided to Plum by PKF that was an important factor considered by Plum in reaching a decision as to any accounting, auditing or financial reporting issue, or (ii) any matter that was either the subject of a disagreement or a reportable event, each as defined above.

Item 5.01 Changes in Control of the Registrant.

The information set forth in the “Introductory Note” and in Item 2.01 of this Report is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Jeffrey Friedman as Chief Financial Officer

Effective September 13, 2024, Jeffrey Friedman resigned as Senior Vice President and Chief Financial Officer of the Company. Mr. Friedman resigned for personal reasons and there were no disagreements between Mr. Friedman and the Company. His departure is not related to the operations, policies or practices of the Company or any issues regarding accounting policies or practices. The Company has not entered into any agreement with Mr. Friedman regarding the terms of his separation from service with the Company. The Company intends to conduct a search of potential internal and external candidates to replace Mr. Friedman. In the interim, the Company’s Chief Operating Officer, Janice Smith, will assume the duties as principal financial officer and principal accounting officer of the Company.

Directors and Executive Officers

Information with respect to the Company’s directors and executive officers before and after the consummation of the Business Combination is set forth in (i) the Proxy Statement in the sections entitled “Information about Plum - Management” beginning on page 188, “Management of New Plum Following the Business Combination” beginning on page 210 and (ii) the Report filed on September 12, 2024, each of which are incorporated herein by reference.

The information regarding the Company’s officers and directors set forth under the headings “Directors and Executive Officers” and “Executive Compensation” in Item 2.01 of this Report is incorporated herein by reference.

Director Compensation

The information set forth under the heading “Director Compensation” in Item 2.01 of this Report is incorporated herein by reference.

Item 5.06 Change in Shell Company Status.

As a result of the Business Combination, which fulfilled the definition of an “initial business combination” as required by the Company’s Amended and Restated Certificate of Incorporation, the Company ceased to be a shell company upon the Closing. The material terms of the Business Combination are described in the section of the Proxy Statement entitled “Proposal No. 3 - The Business Combination Proposal” beginning on page 93, which information is incorporated herein by reference.

Item 8.01 Other Events

On September 16, 2024, the parties issued a joint press release announcing the completion of the Business Combination. A copy of the press release is filed as Exhibit 99.1 hereto and incorporated herein by reference.

On September 18, 2024, Veea issued a press release announcing the establishment of a strategic partnership with Crowdkeep. A copy of the press release is filed as Exhibit 99.2 hereto and incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired

The audited financial statements of Veea as of December 31, 2023 and 2022 and for the years then ended are included in the Proxy Statement beginning at page F-57 and are incorporated herein by reference.

The unaudited financial statements of Veea as of June 30, 2024 and for the six months then ended are filed as Exhibit 99.3 to this Report and are incorporated herein by reference.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined balance sheet and statements of operations of the Company as of June 30, 2024 is filed as Exhibit 99.4 to this Report and is incorporated by reference herein.

(c) Exhibits

EXHIBIT INDEX

Exhibit		Incorporated by Reference
Number	Description	Form	Exhibit	Filing Date
2.1+	Business Combination Agreement, dated November 27, 2023, between Plum Acquisition Corp. I, Veea Inc. and Plum SPAC Merger Sub, Inc.	8-K	2.1	December 1, 2023
3.1*	Amended and Restated Certificate of Incorporation
3.2*	Amended and Restated Bylaws
10.1	Amendment No. 2 to Business Combination Agreement, dated September 11, 2024, by and among Plum Acquisition Corp. I, Plum SPAC Merger Sub, Inc., and Veea Inc.	8-K	10.1	September 12, 2024
10.2	Amendment to Promissory Note, dated September 11, 2024, by and between Plum Acquisition Corp. I and Mr. Michael Dinsdale.	8-K	10.2	September 12, 2024
10.3	Amendment to Promissory Note, dated September 11, 2024, by and between Plum Acquisition Corp. I and Ms. Ursula Burns.	8-K	10.3	September 12, 2024
10.4	Amendment to Promissory Note, dated September 11, 2024, by and between Plum Acquisition Corp. I and Mr. Kanishka Roy.	8-K	10.4	September 12, 2024
10.5	Amendment to Promissory Note, dated September 11, 2024, by and between Plum Acquisition Corp. I and Plum Partners LLC.	8-K	10.5	September 12, 2024
10.6	Sponsor Letter Agreement, dated November 27, 2023, between Plum Acquisition Corp. I, Plum Partners LLC, and Veea Inc.	S-4/A	10.1	May 13, 2024
10.7	Form of Stockholder Support Agreement, dated November 27, 2023, between Plum Acquisition Corp. I, Veea Inc., and the other parties thereto	S-4/A	10.4	May 13, 2024
10.8*+	Closing Agreement, dated September 13, 2024, between Plum Acquisition Corp. I, Veea Inc. and Plum SPAC Merger Sub, Inc.
10.9*	Amended and Restated Registration Rights Agreement, dated September 13, 2024, between Plum Acquisition Corp. I, Veea Inc., Plum Partners LLC and certain stockholders of Veea Inc.
10.10*	Form of Lock-Up Agreement, dated September 13, 2024, between Veea Inc. and certain stockholders
10.11*	Form of Note Conversion Agreement, dated September 13, 2024, between Plum Acquisition Corp. I, Veea Inc. and certain note holders
10.12*	Amendment to Polar Lock-Up Agreement, dated September 13, 2024, between Plum Acquisition Corp. I and Polar Multi-Strategy Fund
10.13*	Amendment to Cohen Lock-Up Agreement, dated September 13, 2024, between Plum Acquisition Corp. I and Cohen
10.14*	2024 Incentive Equity Plan
10.15*	2024 Employee Stock Purchase Plan
16.1*	Letter from Marcum LLP
99.1*	Press Release, dated September 16, 2024
99.2*	Press Release, dated September 18, 2024
99.3*	Unaudited Financial Statements of Veea Inc. as of June 30, 2024 and for the six months then ended
99.4*	Unaudited Pro Forma Condensed Combined Financial Information
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

*	Filed or furnished herewith

+	The Company agrees to furnish supplementally to the SEC a copy of any omitted schedule or exhibit upon the request of the SEC in accordance with Item 601(b)(2) of Regulation S-K.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: September 24, 2024	Veea Inc.

	By:	/s/ Allen Salmasi
	Name:	Allen Salmasi
	Title:	Chairman and Chief Executive Officer

Exhibit 3.1

RESTATED CERTIFICATE OF INCORPORATION

PLUM ACQUISITION CORP. I

Plum Acquisition Corp. I, a corporation organized and existing under the General Corporation Law of the State of Delaware, does hereby certify as follows:

1. The original certificate of incorporation of the corporation was filed with the Secretary of State of the State of Delaware on September 12, 2024 under the name “Plum Acquisition Corp. I” (the “Existing Charter”).

2. This Restated Certificate of Incorporation (this “Restated Certificate of Incorporation”), which changes the name of the corporation to Veea Inc. and amends and restates the Existing Charter in its entirety, has been duly adopted in accordance with Sections 228, 242 and 245 of the General Corporation Law of the State of Delaware.

3. The text of the Existing Charter is hereby amended and restated in its entirety to read as follows:

FIRST: The name of the Corporation is Veea Inc. (hereinafter sometimes referred to as the “Corporation”).

SECOND: The address of the Corporation’s office in the State of Delaware is 1209 Orange Street, City of Wilmington, County of New Castle, DE 19801. The name of its registered agent at that address is National Registered Agents, Inc. The name and mailing address of the incorporator are as follows: Kanishka Roy, 2021 Fillmore St., #2089, San Francisco, California 94115.

THIRD: The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware.

FOURTH: The total number of shares of all classes of stock that the Corporation shall have authority to issue is 551,000,000 shares, consisting of (a) 550,000,000 shares of Common Stock, $0.0001 par value per share (“Common Stock”), and (b) 1,000,000 shares of Preferred Stock, $0.0001 par value per share (“Preferred Stock”). For the avoidance of doubt, the naming of any series of Common Stock as a “Class” shall not in any manner alter the fact that such series is a series of capital stock and not a class of capital stock for purposes of the General Corporation Law of the State of Delaware, this restated Certificate of Incorporation or the Bylaws (as defined below). Effective immediately upon the filing of this Restated Certificate of Incorporation with the Secretary of State of the State of Delaware, each share of Class B Common Stock of the Corporation, par value $0.0001 per share (the “Prior Class B Common Stock”), that was issued and outstanding immediately prior to the filing of this Restated Certificate of Incorporation, shall automatically, without any further action of the holder thereof or the Corporation, be reclassified as, and converted into, one share of Common Stock. All certificates previously representing shares of Prior Class B Common Stock shall hereafter represent the corresponding number of shares of Common Stock.

The following is a statement of the designations and the powers, preferences and rights, and the qualifications, limitations or restrictions thereof in respect of each class of capital stock of the Corporation.

A	COMMON STOCK.

1. General. The voting, dividend and liquidation rights of the holders of the Common Stock are subject to and qualified by the powers, preferences and rights of the Preferred Stock of any series as may be designated by the Board of Directors upon any issuance of the Preferred Stock of any series.

2. Voting.

2.1 Except as otherwise expressly provided by this Restated Certificate of Incorporation or as provided by law, the holders of shares of Common Stock shall (a) be entitled to notice of any stockholders’ meeting in accordance with the Bylaws of the Corporation (the “Bylaws”) and (b) be entitled to vote upon such matters and in such manner as may be provided by applicable law; provided, however, that, except as otherwise required by law, holders of shares of Common Stock shall not be entitled to vote on any amendment to this Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock) that relates solely to the terms of one or more outstanding series of Preferred Stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to this Restated Certificate of Incorporation (including any certificate of designations relating to any series of Preferred Stock).

2.2 Except as otherwise expressly provided herein or required by applicable law, on any matter that is submitted to a vote of the stockholders of the Corporation: each holder of Common Stock shall have the right to one (1) vote per share of Common Stock held of record by such holder as of the applicable record date.

2.3 Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of Common Stock may be increased or decreased (but not below the number of shares thereof then outstanding) by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware, and no vote of the holders of the Common Stock voting separately as a class shall be required therefor.

3. Dividends; Subdivisions; Combinations; Reclassifications.

3.1 Dividends may be declared and paid on the Common Stock from funds lawfully available therefor if, as and when determined by the Board of Directors and subject to any preferential dividend or other rights or preferences of any then outstanding shares of Preferred Stock.

3.2 Notwithstanding anything to the contrary set forth in this Restated Certificate of Incorporation, in the event that a dividend is paid in the form of shares of Common Stock, (or securities (including options, warrants or other rights) convertible into, or exercisable or exchangeable for such shares), the holders of Common Stock shall receive shares of Common Stock (or securities (including options, warrants or other rights) convertible into, or exercisable or exchangeable for such shares, as the case may be), with holders of shares of Common Stock receiving, on a per share basis, an identical number of shares of Common Stock (or securities (including options, warrants or other rights) convertible into, or exercisable or exchangeable for such shares, as the case may be), as applicable. Notwithstanding the foregoing, the Board may pay or make a disparate dividend or distribution per share of Common Stock (whether in the amount of such dividend or distribution payable per share, the form in which such dividend or distribution is payable, the timing of the payment, or otherwise) (a) if such disparate dividend or distribution is approved in advance by the affirmative vote of the holders of a majority of the voting power of all the then-outstanding shares of Common Stock, each voting separately as a class, or (b) if such disparate dividend or distribution (i) is declared in connection with a spin-off or similar transaction and is payable in kind and (ii) the only difference in the securities being distributed to the holders of the Common Stock is that the voting power of such securities is proportionate to the voting power of the shares of such series in the Corporation.

3.3. Shares of Common Stock may not be subdivided, combined or reclassified unless the shares of the other class are concurrently therewith proportionately subdivided, combined or reclassified in a manner that maintains the same proportionate equity ownership between the holders of the outstanding Common Stock on the record date for such subdivision, combination or reclassification.

4. Liquidation. Subject to any preferential liquidation or other rights or preferences of any then outstanding shares of Preferred Stock, upon the dissolution, liquidation or winding up of the Corporation, whether voluntary or involuntary, holders of Common Stock, as such, will be entitled to receive ratably all assets of the Corporation available for distribution to its stockholders.

5. Mergers; Consolidations and Conversions. In the case of any consolidation or merger of the Corporation with or into any other entity or the conversion of the Corporation into another entity, except in connection with a rollover, reinvestment or similar transaction in connection therewith that has been approved by the Board of Directors, each share of Common Stock must be converted in such consolidation, merger or conversion into the right to receive the same securities, cash or other property (including the same rights to elect among different forms of consideration); provided, however, that the foregoing shall not apply to any such consolidation, merger or conversion in which each share of Common Stock remains outstanding as a share of the same class of Common Stock and is not converted into other securities, cash or other property.

B	PREFERRED STOCK.

Shares of Preferred Stock may be issued from time to time in one or more series, each of such series to have such terms as stated or expressed herein and in the resolution or resolutions providing for the issue of such series adopted by the Board of Directors of the Corporation as hereinafter provided. Any shares of Preferred Stock that may be redeemed, purchased or acquired by the Corporation may be reissued except as otherwise provided by law.

Authority is hereby expressly granted to the Board of Directors from time to time to issue the Preferred Stock in one or more series, and in connection with the creation of any such series, by adopting a resolution or resolutions providing for the issuance of the shares thereof and by filing a certificate of designations relating thereto in accordance with the General Corporation Law of the State of Delaware, to determine and fix the number of shares of such series and such voting powers, full or limited, or no voting powers, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, including dividend rights, conversion rights, redemption rights and liquidation preferences, as shall be stated and expressed in such resolutions, all to the full extent now or hereafter permitted by the General Corporation Law of the State of Delaware. Without limiting the generality of the foregoing, the resolutions providing for issuance of any series of Preferred Stock may provide that such series shall be superior or rank equally or be junior to any other series of Preferred Stock to the extent permitted by law. The powers, preferences and relative, participating, optional and other special rights of each series of Preferred Stock, and the qualifications, limitations or restrictions thereof, if any, may differ from those of any and all other series at any time outstanding.

Subject to the rights of the holders of any series of Preferred Stock, the number of authorized shares of Preferred Stock may be increased or decreased (but not below the number of shares then outstanding) by the affirmative vote of the holders of a majority of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon, voting as a single class, irrespective of the provisions of Section 242(b)(2) of the General Corporation Law of the State of Delaware.

FIFTH: Except as otherwise provided herein, the Corporation reserves the right to amend, alter, change or repeal any provision contained in this Restated Certificate of Incorporation, in the manner now or hereafter prescribed by statute and this Restated Certificate of Incorporation, and all rights conferred upon stockholders herein are granted subject to this reservation.

SIXTH: In furtherance and not in limitation of the powers conferred upon it by the General Corporation Law of the State of Delaware, and subject to the terms of any series of Preferred Stock, the Board of Directors shall have the power to adopt, amend, alter or repeal the Bylaws of the Corporation by the affirmative vote of a majority of the directors present at any regular or special meeting of the Board of Directors at which a quorum is present. The stockholders may not adopt, amend, alter or repeal the Bylaws of the Corporation, or adopt any provision inconsistent therewith, unless such action is approved, in addition to any other vote required by this Restated Certificate of Incorporation, by the affirmative vote of the holders of at least two thirds (66⅔%) of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon. Notwithstanding any other provisions of law, this Restated Certificate of Incorporation or the Bylaws of the Corporation that may otherwise permit a lesser vote, but in addition to any vote of the holders of shares of any class or series of capital stock of the Corporation required by law or this Restated Certificate of Incorporation, the affirmative vote of the holders of at least two thirds (66⅔%) of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article SIXTH.

SEVENTH: To the fullest extent permitted by the General Corporation Law of the State of Delaware, no director or officer of the Corporation shall be personally liable to the Corporation (in the case of directors) or its stockholders (in the case of directors and officers) for monetary damages for any breach of fiduciary duty as a director or officer. No amendment, repeal or elimination of this provision shall apply to or have any effect on its application with respect to any act or omission of a director or officer occurring before such amendment, repeal or elimination. If the General Corporation Law of the State of Delaware is amended to permit further elimination or limitation of the personal liability of directors or officers, then the liability of a director or officer of the Corporation shall be eliminated or limited to the fullest extent permitted by the General Corporation Law of the State of Delaware as so amended.

EIGHTH: The Corporation shall provide indemnification and advancement of expenses as follows:

1. Actions, Suits and Proceedings Other than by or in the Right of the Corporation. The Corporation shall indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was, or has agreed to become, a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being referred to hereafter as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted by an Indemnitee in such capacity, against all expenses (including attorneys’ fees), liabilities, losses, judgments, fines (including excise taxes and penalties arising under the Employee Retirement Income Security Act of 1974), and amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding and any appeal therefrom, if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

2. Actions or Suits by or in the Right of the Corporation. The Corporation shall indemnify any Indemnitee who was or is a party to or threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was, or has agreed to become, a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, partner, employee or trustee of, or in a similar capacity with, another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been taken or omitted by an Indemnitee in such capacity, against all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding and any appeal therefrom, if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made under this Section 2 in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation, unless, and only to the extent, that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses (including attorneys’ fees) which the Court of Chancery of Delaware or such other court shall deem proper.

3. Indemnification for Expenses of Successful Party. Notwithstanding any other provisions of this Article EIGHTH, to the extent that an Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article EIGHTH, or in defense of any claim, issue or matter therein, or on appeal from any such action, suit or proceeding, Indemnitee shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by or on behalf of Indemnitee in connection therewith. Without limiting the foregoing, to the fullest extent permitted by applicable law, if any action, suit or proceeding is disposed of on the merits or otherwise (including a disposition without prejudice) without (i) the disposition being adverse to Indemnitee, (ii) an adjudication that Indemnitee was liable to the Corporation, (iii) a plea of guilty or nolo contendere by Indemnitee, (iv) an adjudication that Indemnitee did not act in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and (v) with respect to any criminal proceeding, an adjudication that Indemnitee had reasonable cause to believe his or her conduct was unlawful, Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.

4. Notification and Defense of Claim. As a condition precedent to an Indemnitee’s right to be indemnified under this Article EIGHTH, such Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to Indemnitee. After notice from the Corporation to Indemnitee of its election so to assume such defense, the Corporation shall not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection with such action, suit, proceeding or investigation, other than as provided below in this Section 4. Indemnitee shall have the right to employ his or her own counsel in connection with such action, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Corporation, (ii) counsel to Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and Indemnitee in the conduct of the defense of such action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article EIGHTH. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify Indemnitee under this Article EIGHTH for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

5. Advancement of Expenses. Subject to the provisions of Section 6 of this Article EIGHTH, in the event of any threatened or pending action, suit, proceeding or investigation of which the Corporation receives notice under this Article EIGHTH, any expenses (including attorneys’ fees) incurred by or on behalf of Indemnitee in defending an action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter; provided, however, that the payment of such expenses incurred by or on behalf of Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined by final judicial decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article EIGHTH; and provided further that no such advancement of expenses shall be made under this Article EIGHTH if it is determined (in the manner described in Section 6) that (i) Indemnitee did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, or (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe his or her conduct was unlawful. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. The rights to indemnification and advancement of expenses conferred by this Section 5 shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer, employee, trustee or agent and shall inure to the benefit of his or her heirs, executors and administrators.

6. Procedure for Indemnification and Advancement of Expenses. In order to obtain indemnification or advancement of expenses pursuant to Section 1, 2, 3 or 5 of this Article EIGHTH, an Indemnitee shall submit to the Corporation a written request therefor. Any such advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of Indemnitee therefor, unless (i) the Corporation has assumed the defense pursuant to Section 4 of this Article EIGHTH (and none of the circumstances described in Section 4 of this Article EIGHTH that would nonetheless entitle the Indemnitee to indemnification for the fees and expenses of separate counsel have occurred) or (ii) the Corporation determines within such 60-day period that Indemnitee did not meet the applicable standard of conduct set forth in Section 1, 2 or 5 of this Article EIGHTH, as the case may be. Any such indemnification, unless ordered by a court, shall be made with respect to requests under Section 1 or 2 only as authorized in the specific case upon a determination by the Corporation that the indemnification of Indemnitee is proper because Indemnitee has met the applicable standard of conduct set forth in Section 1 or 2, as the case may be. Such determination shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation.

7. Remedies. Subject to Article TWELFTH, the right to indemnification or advancement of expenses as granted by this Article EIGHTH shall be enforceable by Indemnitee in any court of competent jurisdiction. Neither the failure of the Corporation to have made a determination prior to the commencement of such action that indemnification or advancement of expenses is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Corporation pursuant to Section 6 of this Article EIGHTH that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. In any suit brought by Indemnitee to enforce a right to indemnification or advancement of expenses, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall have the burden of proving that Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article EIGHTH. Indemnitee’s expenses (including attorneys’ fees) reasonably incurred in connection with successfully establishing Indemnitee’s right to indemnification or advancement of expenses, in whole or in part, in any such proceeding shall also be indemnified by the Corporation to the fullest extent permitted by applicable law. Notwithstanding the foregoing, in any suit brought by Indemnitee to enforce a right to indemnification or advancement of expenses hereunder it shall be a defense that the Indemnitee has not met any applicable standard for indemnification set forth in the General Corporation Law of the State of Delaware or in this Article EIGHTH.

8. Limitations. Notwithstanding anything to the contrary in this Article EIGHTH, except as set forth in Section 7 of this Article EIGHTH, the Corporation shall not indemnify, or advance expenses to, an Indemnitee pursuant to this Article EIGHTH in connection with a proceeding (or part thereof) initiated by such Indemnitee unless the initiation thereof was approved by the Board of Directors. Notwithstanding anything to the contrary in this Article EIGHTH, the Corporation shall not indemnify or advance expenses to an Indemnitee to the extent such Indemnitee is reimbursed from the proceeds of insurance, and in the event the Corporation makes any indemnification or advancement payments to an Indemnitee and such Indemnitee is subsequently reimbursed from the proceeds of insurance, such Indemnitee shall promptly refund indemnification or advancement payments to the Corporation to the extent of such insurance reimbursement.

9. Subsequent Amendment. No amendment, termination or repeal of this Article EIGHTH or of the relevant provisions of the General Corporation Law of the State of Delaware or any other applicable laws shall adversely affect or diminish in any way the rights of any Indemnitee to indemnification or advancement of expenses under the provisions hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal.

10. Other Rights. The indemnification and advancement of expenses provided by this Article EIGHTH shall not be deemed exclusive of any other rights to which an Indemnitee seeking indemnification or advancement of expenses may be entitled under any law (common or statutory), agreement or vote of stockholders or disinterested directors or otherwise, both as to action in Indemnitee’s official capacity and as to action in any other capacity while holding office for the Corporation, and shall continue as to an Indemnitee who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of Indemnitee. Nothing contained in this Article EIGHTH shall be deemed to prohibit, and the Corporation is specifically authorized to enter into, agreements with officers and directors providing indemnification and expense advancement rights and procedures different from those set forth in this Article EIGHTH. In addition, the Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification and expense advancement rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article EIGHTH.

11. Partial Indemnification. If an Indemnitee is entitled under any provision of this Article EIGHTH to indemnification by the Corporation for some or a portion of the expenses (including attorneys’ fees), liabilities, losses, judgments, fines (including excise taxes and penalties arising under the Employee Retirement Income Security Act of 1974) or amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with any action, suit, proceeding or investigation and any appeal therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such expenses (including attorneys’ fees), liabilities, losses, judgments, fines (including excise taxes and penalties arising under the Employee Retirement Income Security Act of 1974) or amounts paid in settlement to which Indemnitee is entitled.

12. Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) against any expense, liability or loss incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. Such insurance may include insurance provided directly or indirectly by or through a captive insurance company to the extent permitted by Section 145(g) of the General Corporation Law of the State of Delaware.

13. Savings Clause. If this Article EIGHTH or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee as to any expenses (including attorneys’ fees), liabilities, losses, judgments, fines (including excise taxes and penalties arising under the Employee Retirement Income Security Act of 1974) and amounts paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or administrative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article EIGHTH that shall not have been invalidated and to the fullest extent permitted by applicable law.

14. Definitions. Terms used herein and defined in Section 145(h) and Section 145(i) of the General Corporation Law of the State of Delaware shall have the respective meanings assigned to such terms in such Section 145(h) and Section 145(i).

NINTH: This Article NINTH is inserted for the management of the business and for the conduct of the affairs of the Corporation.

1. General Powers. The business and affairs of the Corporation shall be managed by or under the direction of the Board of Directors.

2. Number of Directors; Election of Directors. Subject to the rights of holders of any series of Preferred Stock to elect directors, the number of directors of the Corporation shall be established from time to time by the Board of Directors. Election of directors need not be by written ballot, except as and to the extent provided in the Bylaws of the Corporation.

3. Classes of Directors. Subject to the rights of holders of any series of Preferred Stock to elect directors, the Board of Directors shall be and is divided into three classes, designated Class I, Class II and Class III. Each class shall be as nearly equal in number as may be possible.

4. Terms of Office. Subject to the rights of holders of any series of Preferred Stock to elect directors, each director shall serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting of stockholders at which such director was elected; provided that each director initially assigned to Class I shall serve for a term expiring at the Corporation’s first annual meeting of the stockholders following the date of this Restated Certificate of Incorporation; each director initially assigned to Class II shall serve for a term expiring at the Corporation’s second annual meeting of the stockholders following the date of this Restated Certificate of Incorporation; and each director initially assigned to Class III shall serve for a term expiring at the Corporation’s third annual meeting of the stockholders following the date of this Restated Certificate of Incorporation; provided further, that the term of each director shall continue until the election and qualification of his or her successor and be subject to his or her earlier death, resignation or removal.

5. Quorum. The greater of (a) a majority of the directors at any time in office and (b) one-third of the number of directors fixed pursuant to Section 2 of this Article NINTH shall constitute a quorum of the Board of Directors. If at any meeting of the Board of Directors there shall be less than such a quorum, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present.

6. Action at Meeting. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors unless a greater number is required by law or by this Restated Certificate of Incorporation.

7. Removal. Subject to the rights of holders of any series of Preferred Stock, directors of the Corporation may be removed only for cause and only by the affirmative vote of the holders of at least two thirds (66⅔%) of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon.

8. Vacancies. Subject to the rights of holders of any series of Preferred Stock, any vacancies or newly-created directorships on the Board of Directors, however occurring, shall be filled only by vote of a majority of the directors then in office, although less than a quorum, or by a sole remaining director and shall not be filled by the stockholders. A director elected to fill a vacancy or to fill a position resulting from a newly-created directorship shall hold office until the next election of the class for which such director shall have been chosen, subject to the election and qualification of a successor and to such director’s earlier death, resignation or removal.

9. Stockholder Nominations and Introduction of Business, Etc. Advance notice of stockholder nominations for election of directors and other business to be brought by stockholders before a meeting of stockholders shall be given in the manner provided by the Bylaws of the Corporation.

10. Amendments to Article. Notwithstanding any other provisions of law, this Restated Certificate of Incorporation or the Bylaws of the Corporation that may otherwise permit a lesser vote, but in addition to any vote of the holders of shares of any class or series of capital stock of the Corporation required by law or this Restated Certificate of Incorporation, the affirmative vote of the holders of at least two thirds (66⅔%) of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article NINTH.

TENTH: Subject to the rights of holders of any outstanding series of Preferred Stock, stockholders of the Corporation may not take any action by consent in lieu of a meeting of stockholders. Notwithstanding any other provisions of law, this Restated Certificate of Incorporation or the Bylaws of the Corporation that may otherwise permit a lesser vote, but in addition to any vote of the holders of shares of any class or series of capital stock of the Corporation required by law or this Restated Certificate of Incorporation, the affirmative vote of the holders of at least two thirds (66⅔%) of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article TENTH.

ELEVENTH: Special meetings of stockholders for any purpose or purposes may be called at any time only by the Chairman of the Board of Directors, the Chief Executive Officer of the Corporation or by the Board of Directors, and may not be called by any other person or persons. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting. Notwithstanding any other provisions of law, this Restated Certificate of Incorporation or the Bylaws of the Corporation that may otherwise permit a lesser vote, but in addition to any vote of the holders of shares of any class or series of capital stock of the Corporation required by law or this Restated Certificate of Incorporation, the affirmative vote of the holders of at least two thirds (66⅔%) of the voting power of the outstanding shares of capital stock of the Corporation entitled to vote thereon shall be required to amend or repeal, or to adopt any provision inconsistent with, this Article ELEVENTH.

TWELFTH: (a) Unless the Corporation consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware does not have jurisdiction, the federal district court for the District of Delaware) shall, to the fullest extent permitted by law, be the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware or as to which the General Corporation Law of the State of Delaware confers jurisdiction on the Court of Chancery of the State of Delaware, or (iv) any action asserting a claim arising pursuant to any provision of this Restated Certificate of Incorporation or the Bylaws of the Corporation (in each case, as they may be amended from time to time) or governed by the internal affairs doctrine. This paragraph (a) of Article TWELFTH does not apply to claims arising under the Securities Act of 1933 or the Securities Exchange Act of 1934 or any other claim for which the federal courts have exclusive jurisdiction. (b) Unless the Corporation consents in writing to the selection of an alternative forum, the federal district courts of the United States of America shall, to the fullest extent permitted by law, be the sole and exclusive forum for the resolution of any claims arising under the Securities Act of 1933. (c) Any person or entity purchasing or otherwise acquiring or holding any interest in shares of capital stock of the Corporation shall be deemed to have notice of, and to have consented to, the provisions of this Article TWELFTH.

THIRTEENTH: The Corporation expressly elects not to be subject to the provisions of Section 203 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, this Restated Certificate of Incorporation has been executed by the incorporator this 13th day of September, 2024.

	VEEA INC.
	(F/K/A PLUM ACQUISITION CORP. I)

	By:	/s/ Kanishka Roy
	Name:	Kanishka Roy
	Title:	Incorporator

Exhibit 3.2

AMENDED AND RESTATED BYLAWS

VEEA INC.

TABLE OF CONTENTS

		Page Nos.
ARTICLE I	STOCKHOLDERS	1
1.1	Place of Meetings	1
1.2	Annual Meeting	1
1.3	Special Meetings	1
1.4	Record Date for Stockholder Meetings	1
1.5	Notice of Meetings	1
1.6	Voting List	2
1.7	Quorum	2
1.8	Adjournments	2
1.9	Voting and Proxies	2
1.10	Action at Meeting	3
1.11	Nomination of Directors	3
1.12	Notice of Business at Annual Meetings	6
1.13	Conduct of Meetings	7
1.14	No Action by Consent in Lieu of a Meeting	8
ARTICLE II	DIRECTORS	8
2.1	General Powers	8
2.2	Number, Election and Qualification	8
2.3	Chairman of the Board; Vice Chairman of the Board	8
2.4	Terms of Office	8
2.5	Quorum	8
2.6	Action at Meeting	8
2.7	Removal	8
2.8	Vacancies	8
2.9	Resignation	9
2.10	Regular Meetings	9
2.11	Special Meetings	9
2.12	Notice of Special Meetings	9
2.13	Meetings by Conference Communications Equipment	9
2.14	Action by Consent	9
2.15	Committees	9
2.16	Emergency Bylaws	10
ARTICLE III	OFFICERS	10
3.1	Titles	10
3.2	Election	10
3.3	Qualification	10
3.4	Tenure	10
3.5	Resignation and Removal	10
3.6	Vacancies	10
3.7	Officers	10
3.8	Authority and Duties of Officers	11
3.9	[Reserved]
3.10	[Reserved]
3.11	Salaries	11
3.12	Delegation of Authority	11
3.13	Representation of Shares of Other Corporations	11

		Page Nos.
ARTICLE IV	CAPITAL STOCK	11
4.1	Issuance of Stock	11
4.2	Stock Certificates; Uncertificated Shares	11
4.3	Transfers	12
4.4	Lost, Stolen or Destroyed Certificates	12
4.5	Regulations	12
ARTICLE V	GENERAL PROVISIONS	12
5.1	Fiscal Year	12
5.2	Corporate Seal	12
5.3	Record Date for Purposes Other Than Stockholder Meetings	12
5.4	Waiver of Notice	12
5.5	Voting of Securities	12
5.6	Evidence of Authority	13
5.7	Certificate of Incorporation	13
5.8	Stock Transfer Agreements	13
5.9	Severability	13
5.10	Pronouns	13
ARTICLE VI	NOTICE	13
6.1	Delivery of Notice; Notice by Electronic Transmission	13
ARTICLE VII	INDEMNIFICATION	14
7.1	Actions, Suits and Proceedings Other than by or in the Right of the Corporation	14
7.2	Actions or Suits by or in the Right of the Corporation	14
7.3	Indemnification for Expenses of Successful Party	14
7.4	Notification and Defense of Claim	15
7.5	Advancement of Expenses	15
7.6	Procedure for Indemnification and Advancement of Expenses	15
7.7	Remedies	16
7.8	Limitations	16
7.9	Subsequent Amendment	16
7.10	Other Rights	16
7.11	Partial Indemnification	17
7.12	Insurance	17
7.13	Savings Clause	17
ARTICLE VIII	AMENDMENTS	17

ARTICLE I
STOCKHOLDERS

1.1 Place of Meetings. All meetings of stockholders shall be held at such place, if any, as may be designated from time to time by the Board of Directors, the Chairman of the Board or the Chief Executive Officer or, if not so designated, at the principal executive office of the Corporation. The Board of Directors may, in its sole discretion, determine that a meeting shall not be held at any place, but shall instead be held solely by means of remote communication in a manner consistent with the General Corporation Law of the State of Delaware.

1.2 Annual Meeting. The annual meeting of stockholders for the election of directors to succeed those whose terms expire and for the transaction of such other business as may properly be brought before the meeting shall be held on a date and at an hour designated by the Board of Directors, the Chairman of the Board or the Chief Executive Officer. The Corporation may postpone, reschedule or cancel any previously scheduled annual meeting of stockholders.

1.3 Special Meetings. Special meetings of stockholders for any purpose or purposes may be called at any time only by the Board of Directors, and may not be called by any other person or persons. Business transacted at any special meeting of stockholders shall be limited to matters relating to the purpose or purposes stated in the notice of meeting. The Corporation may postpone, reschedule or cancel any previously scheduled special meeting of stockholders.

1.4 Record Date for Stockholder Meetings. In order that the Corporation may determine the stockholders entitled to notice of any meeting of stockholders or any adjournment thereof, the Board of Directors may fix a record date, which record date shall not precede the date upon which the resolution fixing the record date is adopted by the Board of Directors, and which record date shall not be more than 60 nor less than 10 days before the date of such meeting. If the Board of Directors so fixes a date, such date shall also be the record date for determining the stockholders entitled to vote at such meeting unless the Board of Directors determines, at the time it fixes such record date, that a later date on or before the date of the meeting shall be the date for making such determination. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of and to vote at a meeting of stockholders shall be at the close of business on the day next preceding the day on which notice is given, or, if notice is waived, at the close of business on the day next preceding the day on which the meeting is held. A determination of stockholders of record entitled to notice of and to vote at a meeting of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for determination of stockholders entitled to vote at the adjourned meeting, and in such case shall also fix as the record date for stockholders entitled to notice of such adjourned meeting the same or an earlier date as that fixed for determination of stockholders entitled to vote in accordance herewith at the adjourned meeting.

1.5 Notice of Meetings. Except as otherwise provided by law, the Certificate of Incorporation or these bylaws, notice of each meeting of stockholders, whether annual or special, shall be given not less than 10 nor more than 60 days before the date of the meeting to each stockholder entitled to vote at such meeting as of the record date for determining the stockholders entitled to notice of the meeting. Without limiting the manner by which notice otherwise may be given to stockholders, any notice shall be effective if given in accordance with Section 232 of the General Corporation Law of the State of Delaware. The notices of all meetings shall state the place, if any, date and hour of the meeting, the means of remote communications, if any, by which stockholders and proxyholders may be deemed to be present in person and vote at such meeting, and the record date for determining stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting. The notice of a special meeting shall state, in addition, the purpose or purposes for which the meeting is called.

1.6 Voting List. The Corporation shall prepare, no later than the tenth day before each meeting of stockholders, a complete list of the stockholders entitled to vote at the meeting (provided, however, if the record date for determining the stockholders entitled to vote is less than 10 days before the meeting date, the list shall reflect the stockholders entitled to vote as of the tenth day before the meeting), arranged in alphabetical order, and showing the address of each stockholder and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder for any purpose germane to the meeting for a period of 10 days ending on the day before the meeting date: (a) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting, or (b) during ordinary business hours, at the principal place of business of the Corporation. Except as otherwise provided by law, the stock ledger shall be the only evidence as to who are the stockholders entitled to examine the list of stockholders required by this Section 1.6 or to vote in person or by proxy at any meeting of stockholders.

1.7 Quorum. Except as otherwise provided by law, the Certificate of Incorporation or these bylaws, the holders of a majority in voting power of the shares of the capital stock of the Corporation issued and outstanding and entitled to vote at the meeting, present in person, present by means of remote communication in a manner, if any, authorized by the Board of Directors in its sole discretion, or represented by proxy, shall constitute a quorum for the transaction of business; provided, however, that where a separate vote by a class or classes or series of capital stock is required by law or the Certificate of Incorporation, the holders of a majority in voting power of the shares of such class or classes or series of the capital stock of the Corporation issued and outstanding and entitled to vote on such matter, present in person, present by means of remote communication in a manner, if any, authorized by the Board of Directors in its sole discretion, or represented by proxy, shall constitute a quorum entitled to take action with respect to the vote on such matter. A quorum, once established at a meeting, shall not be broken by the withdrawal of enough votes to leave less than a quorum.

1.8 Adjournments. Any meeting of stockholders may be adjourned from time to time to reconvene at any other time and to any other place at which a meeting of stockholders may be held under these bylaws by the chairman of the meeting. When a meeting is adjourned to another time or place (including an adjournment taken to address a technical failure to convene or continue a meeting using remote communication), notice need not be given of the adjourned meeting if the time, place, if any, thereof, and the means of remote communications, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such adjourned meeting are (i) announced at the meeting at which the adjournment is taken, (ii) displayed, during the time scheduled for the meeting, on the same electronic network used to enable stockholders and proxy holders to participate in the meeting by means of remote communication or (iii) set forth in the notice of meeting given in accordance with Section 1.5 hereof. At the adjourned meeting, the Corporation may transact any business that might have been transacted at the original meeting. If the adjournment is for more than 30 days, a notice of the adjourned meeting shall be given to each stockholder of record entitled to vote at the meeting. If after the adjournment a new record date for determination of stockholders entitled to vote is fixed for the adjourned meeting, the Board of Directors shall fix a new record date for determining stockholders entitled to notice of such adjourned meeting that is the same or an earlier date as that fixed for determination of stockholders entitled to vote at such adjourned meeting, and shall give notice of the adjourned meeting to each stockholder of record entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

1.9 Voting and Proxies. Each stockholder shall have one vote upon the matter in question for each share of stock entitled to vote held of record by such stockholder and a proportionate vote for each fractional share so held, unless otherwise provided by law or the Certificate of Incorporation. Each stockholder of record entitled to vote at a meeting of stockholders may vote in person (including by means of remote communications, if any, by which stockholders may be deemed to be present in person and vote at such meeting) or may authorize another person or persons to vote for such stockholder by a proxy executed or transmitted in a manner permitted by the General Corporation Law of the State of Delaware by the stockholder or such stockholder’s authorized officer, director, employee or agent and delivered (including by electronic transmission) to the Secretary of the Corporation. No such proxy shall be voted upon after three years from the date of its execution, unless the proxy expressly provides for a longer period. Any person directly or indirectly soliciting proxies from stockholders of the Corporation must use a proxy card color other than white, the color white being reserved for the exclusive use of the Board of Directors of the Corporation.

1.10 Action at Meeting. When a quorum is present at any meeting, any matter other than the election of directors to be voted upon by the stockholders at such meeting shall be decided by the vote of the holders of shares of stock having a majority in voting power of the votes cast by the holders of all of the shares of stock present or represented at the meeting and voting affirmatively or negatively on such matter (or if there are two or more classes or series of stock entitled to vote as separate classes, then in the case of each such class or series, the holders of a majority in voting power of the shares of stock of that class or series present or represented at the meeting and voting affirmatively or negatively on such matter), except when a different vote is required by law, the Certificate of Incorporation or these bylaws. When a quorum is present at any meeting, any election by stockholders of directors shall be determined by a plurality of the votes cast by the stockholders entitled to vote on the election.

1.11 Nomination of Directors.

(a) Except for any directors entitled to be elected by the holders of preferred stock, only persons who are nominated in accordance with the procedures in this Section 1.11 shall be eligible for election as directors at any meeting of stockholders. Nomination for election to the Board of Directors at a meeting of stockholders may be made only (i) by or at the direction of the Board of Directors or (ii) by any stockholder of the Corporation who (x) has given timely notice thereof in writing to the Secretary in accordance with the procedures in, and otherwise complies with, Section 1.11(b), (y) is a stockholder of record who is entitled to vote for the election of such nominee on the date of the giving of such notice and on the record date for the determination of stockholders entitled to vote at such meeting and (z) is entitled to vote at such meeting. Notwithstanding the foregoing or anything herein to the contrary, a stockholder of the Corporation may make nominations for election to the Board of Directors at a special meeting of stockholders pursuant to the foregoing clause (ii) only if the Board of Directors has determined, in accordance with Section 1.3, that directors shall be elected at such special meeting and at such time that the stockholders are not prohibited from filling vacancies or newly created directorships on the Board of Directors. The number of nominees a stockholder may nominate for election at a meeting (or in the case of a stockholder giving the notice on behalf of a beneficial owner, the number of nominees a stockholder may nominate for election at the meeting on behalf of such beneficial owner) shall not exceed the number of directors to be elected at such meeting.

(b) To be timely, a stockholder’s notice must be received in writing by the Secretary at the principal executive office of the Corporation as follows: (1) in the case of an election of directors at an annual meeting of stockholders, not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting (which date of the preceding year’s annual meeting date shall, for purposes of the Corporation’s first annual meeting of stockholders after the consummation of its business combination among Plum Acquisition Corp. I, Veea Inc., and Plum SPAC Merger Sub, Inc. be deemed to have occurred on September 13, 2024 for all purposes of this Section 1.11 and Section 1.12 of these bylaws); provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of the preceding year’s annual meeting, or if no annual meeting was held or deemed to have been held in the preceding year, a stockholder’s notice must be so received not earlier than the 120^th day prior to such annual meeting and not later than the close of business on the later of (A) the 90^th day prior to such annual meeting and (B) the tenth day following the day on which notice of the date of such annual meeting was given or public disclosure of the date of such annual meeting was made, whichever first occurs; or (2) in the case of an election of directors at a special meeting of stockholders, provided that the Board of Directors has determined, in accordance with Section 1.3, that directors shall be elected at such special meeting and the stockholders are not then prohibited from filling vacancies or newly created directorships on the Board of Directors, and provided further that the nomination made by the stockholder is for one of the director positions that the Board of Directors has determined will be filled at such special meeting, not earlier than the 120^th day prior to such special meeting and not later than the close of business on the later of (x) the 90^th day prior to such special meeting and (y) the tenth day following the day on which notice of the date of such special meeting was given or public disclosure of the date of such special meeting was made, whichever first occurs. In no event shall the adjournment or postponement of a meeting (or the public disclosure thereof) commence a new time period (or extend any time period) for the giving of a stockholder’s notice.

The stockholder’s notice to the Secretary shall set forth: (A) as to each proposed nominee (1) such person’s name, age, business address and, if known, residence address, (2) such person’s principal occupation or employment, (3) the class and series and number of shares of stock of the Corporation that are, directly or indirectly, owned, beneficially or of record, by such person, (4) a description of all direct and indirect compensation and other material monetary agreements, arrangements and understandings during the past three years, and any other material relationships, between or among (x) the stockholder, the beneficial owner, if any, on whose behalf the nomination is being made and the respective affiliates and associates of, or others acting in concert with, such stockholder and such beneficial owner (each, a “Stockholder Associated Person”), on the one hand, and (y) each proposed nominee, and his or her respective affiliates and associates, or others acting in concert with such nominee(s), on the other hand, including all information that would be required to be disclosed pursuant to Item 404 of Regulation S-K if the stockholder making the nomination and any beneficial owner on whose behalf the nomination is made or any Stockholder Associated Person were the “registrant” for purposes of such Item and the proposed nominee were a director or executive officer of such registrant, and (5) any other information concerning such person that must be disclosed as to nominees in proxy solicitations pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and (B) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the nomination is being made (1) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (2) the class and series and number of shares of stock of the Corporation that are, directly or indirectly, owned, beneficially or of record, by such stockholder and such beneficial owner, (3) a description of any material interest related to the nomination of such stockholder, such beneficial owner and/or any Stockholder Associated Person, (4) a description of any agreement, arrangement or understanding between or among such stockholder, such beneficial owner and/or any Stockholder Associated Person and each proposed nominee and any other person or persons (including their names) pursuant to which the nomination(s) are being made or who may participate in the solicitation of proxies or votes in favor of electing such nominee(s), (5) a description of any agreement, arrangement or understanding (including any derivative or short positions, swaps, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into by, or on behalf of, such stockholder, such beneficial owner and/or any Stockholder Associated Person, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder, such beneficial owner and/or any Stockholder Associated Person with respect to shares of stock of the Corporation, (6) any other information relating to such stockholder, such beneficial owner and/or any Stockholder Associated Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the election of directors in a contested election pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (7) a representation that such stockholder intends to appear in person or by proxy at the meeting to nominate the person(s) named in its notice, (8) a representation that such stockholder, such beneficial owner and/or any Stockholder Associated Person has complied, and will comply, with all applicable requirements of state law and the Exchange Act with respect to matters set forth in this Section 1.11, and (9) a representation whether such stockholder, such beneficial owner and/or any Stockholder Associated Person intends or is part of a group that intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock reasonably believed by such stockholder or such beneficial owner to be sufficient to elect the nominee (and such representation shall be included in any such proxy statement and form of proxy) and/or (y) otherwise to solicit proxies or votes from stockholders in support of such nomination (and such representation shall be included in any such solicitation materials). Not later than 10 days after the record date for the meeting, the information required by Items (A)(1)-(5) and (B)(1)-(6) of the prior sentence shall be supplemented by the stockholder giving the notice to provide updated information as of the record date. In addition, to be effective, the stockholder’s notice must also be accompanied by the written consent of the proposed nominee to being named in the Corporation’s proxy statement and accompanying proxy card as a nominee and to serve as a director if elected. The Corporation may require any proposed nominee to furnish such other information as the Corporation may reasonably require to determine, among other things, the eligibility of such proposed nominee to serve as a director of the Corporation or whether such nominee would be independent under applicable Securities and Exchange Commission and stock exchange rules and the Corporation’s publicly disclosed corporate governance guidelines. Notwithstanding anything herein to the contrary, a stockholder shall not have complied with this Section 1.11(b) if the stockholder, beneficial owner and/or any Stockholder Associated Person solicits or does not solicit, as the case may be, proxies or votes in support of such stockholder’s nominee in contravention of the representations with respect thereto required by this Section 1.11.

Such notice must also be accompanied by a representation as to whether or not such stockholder, beneficial owner and/or any Stockholder Associated Person intends to solicit proxies in support of any director nominees other than the Corporation’s nominees in accordance with Rule 14a-19 under the Exchange Act, and, where such stockholder, beneficial owner and/or Stockholder Associated Person intends to so solicit proxies, the notice and information required by Rule 14a-19(b) under the Exchange Act. Notwithstanding anything to the contrary in these bylaws, unless otherwise required by law, if any stockholder, beneficial owner and/or Stockholder Associated Person (i) provides notice pursuant to Rule 14a-19(b) under the Exchange Act and (ii) subsequently fails to comply with the requirements of Rule 14a-19(a)(2) and Rule 14a-19(a)(3) under the Exchange Act (or fails to timely provide reasonable evidence sufficient to satisfy the Corporation that such stockholder, beneficial owner and/or Stockholder Associated Person has met the requirements of Rule 14a-19(a)(3) promulgated under the Exchange Act in accordance with the following sentence), then the nomination of each of the director nominees proposed by such stockholder, beneficial owner and/or Stockholder Associated Person shall be disregarded, notwithstanding that proxies or votes in respect of the election of such proposed nominees may have been received by the Corporation (which proxies and votes shall be disregarded). Upon request by the Corporation, if any stockholder, beneficial owner and/or Stockholder Associated Person provides notice pursuant to Rule 14a-19(b) under the Exchange Act, such stockholder, beneficial owner and/or Stockholder Associated Person shall deliver to the Corporation, no later than five business days prior to the applicable meeting, reasonable evidence that it has met the requirements of Rule 14a-19(a)(3) under the Exchange Act.

(c) The chairman of any meeting (and, in advance of any meeting, the Board of Directors) shall have the power and duty to determine whether a nomination was made in accordance with the provisions of this Section 1.11 (including whether the stockholder, beneficial owner and/or any Stockholder Associated Person did or did not so solicit, as the case may be, proxies or votes in support of such stockholder’s nominee in compliance with the representations with respect thereto required by this Section 1.11), and if the chairman (or the Board of Directors) should determine that a nomination was not made in accordance with the provisions of this Section 1.11, the chairman shall so declare to the meeting and such nomination shall not be brought before the meeting.

(d) Except as otherwise required by law (including Rule 14a-19 under the Exchange Act), nothing in this Section 1.11 shall obligate the Corporation or the Board of Directors to include in any proxy statement, proxy card or other stockholder communication distributed on behalf of the Corporation or the Board of Directors the name of or other information with respect to any nominee for director submitted by a stockholder.

(e) Notwithstanding the foregoing provisions of this Section 1.11, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the meeting to present a nomination, such nomination shall not be brought before the meeting, notwithstanding that proxies in respect of such nominee may have been received by the Corporation. For purposes of this Section 1.11, to be considered a “qualified representative of the stockholder”, a person must be a duly authorized officer, manager or partner of such stockholder or must be authorized by a written instrument executed by such stockholder or an electronic transmission delivered by such stockholder to act for such stockholder as proxy at the meeting of stockholders and such person must produce such written instrument or electronic transmission, or a reliable reproduction of the written instrument or electronic transmission, at the meeting of stockholders.

(f) For purposes of this Section 1.11, “public disclosure” shall include disclosure in a press release reported by the Dow Jones News Service, Associated Press or comparable national news service or in a document publicly filed by the Corporation with the Securities and Exchange Commission pursuant to Section 13, 14 or 15(d) of the Exchange Act.

(g) Unless the Corporation elects otherwise, a stockholder’s notice to the Corporation of nominations shall be in writing exclusively (and not in an electronic transmission) and shall be delivered exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail, return receipt requested, and the Corporation shall not be required to accept delivery of any document not in such written form or so delivered.

1.12 Notice of Business at Annual Meetings.

(a) At any annual meeting of the stockholders, only such business shall be conducted as shall have been properly brought before the meeting. To be properly brought before an annual meeting, business must be (1) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (2) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (3) properly brought before the meeting by a stockholder. For business to be properly brought before an annual meeting by a stockholder, (i) if such business relates to the nomination of a person for election as a director of the Corporation, the procedures in Section 1.11 must be complied with and (ii) if such business relates to any other matter, the business must constitute a proper matter under Delaware law for stockholder action and the stockholder must (x) have given timely notice thereof in writing to the Secretary in accordance with the procedures in, and otherwise complied with, Section 1.12(b), (y) be a stockholder of record who is entitled to vote on such business on the date of the giving of such notice and on the record date for the determination of stockholders entitled to vote at such annual meeting and (z) be entitled to vote at such annual meeting.

(b) To be timely, a stockholder’s notice must be received in writing by the Secretary at the principal executive office of the Corporation not less than 90 days nor more than 120 days prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 60 days, from the first anniversary of the preceding year’s annual meeting, or if no annual meeting was held or deemed to have been held in the preceding year, a stockholder’s notice must be so received not earlier than the 120^th day prior to such annual meeting and not later than the close of business on the later of (x) the 90^th day prior to such annual meeting and (y) the tenth day following the day on which notice of the date of such annual meeting was given or public disclosure of the date of such annual meeting was made, whichever first occurs. In no event shall the adjournment or postponement of an annual meeting (or the public disclosure thereof) commence a new time period (or extend any time period) for the giving of a stockholder’s notice.

The stockholder’s notice to the Secretary shall set forth: (A) as to each matter the stockholder proposes to bring before the annual meeting (1) a brief description of the business desired to be brought before the annual meeting, (2) the text of the proposal (including the exact text of any resolutions proposed for consideration and, in the event that such business includes a proposal to amend the bylaws, the exact text of the proposed amendment), and (3) the reasons for conducting such business at the annual meeting, and (B) as to the stockholder giving the notice and the beneficial owner, if any, on whose behalf the proposal is being made (1) the name and address of such stockholder, as they appear on the Corporation’s books, and of such beneficial owner, (2) the class and series and number of shares of stock of the Corporation that are, directly or indirectly, owned, beneficially or of record, by such stockholder and such beneficial owner, (3) a description of any material interest of such stockholder, such beneficial owner and/or any Stockholder Associated Person in the business proposed to be brought before the annual meeting, (4) a description of any agreement, arrangement or understanding between or among such stockholder, such beneficial owner, any Stockholder Associated Person and any other person or persons (including their names) in connection with the proposal of such business or who may participate in the solicitation of proxies in favor of such proposal, (5) a description of any agreement, arrangement or understanding (including any derivative or short positions, swaps, profit interests, options, warrants, convertible securities, stock appreciation or similar rights, hedging transactions, and borrowed or loaned shares) that has been entered into by, or on behalf of, such stockholder, such beneficial owner and/or any Stockholder Associated Person, the effect or intent of which is to mitigate loss to, manage risk or benefit of share price changes for, or increase or decrease the voting power of, such stockholder, such beneficial owner and/or any Stockholder Associated Person with respect to shares of stock of the Corporation, (6) any other information relating to such stockholder, such beneficial owner and/or any Stockholder Associated Person that would be required to be disclosed in a proxy statement or other filings required to be made in connection with solicitations of proxies for the business proposed pursuant to Section 14 of the Exchange Act and the rules and regulations promulgated thereunder, (7) a representation that such stockholder intends to appear in person or by proxy at the annual meeting to bring such business before the meeting, (8) a representation that such stockholder, such beneficial owner and/or any Stockholder Associated Person has complied, and will comply, with all applicable requirements of state law and the Exchange Act with respect to matters set forth in this Section 1.12, and (9) a representation whether such stockholder, such beneficial owner and/or any Stockholder Associated Person intends or is part of a group that intends (x) to deliver a proxy statement and/or form of proxy to holders of at least the percentage of the Corporation’s outstanding capital stock required to approve or adopt the proposal (and such representation shall be included in any such proxy statement and form of proxy) and/or (y) otherwise to solicit proxies or votes from stockholders in support of such proposal (and such representation shall be included in any such solicitation materials). Not later than 10 days after the record date for the meeting, the information required by Items (A)(3) and (B)(1)-(6) of the prior sentence shall be supplemented by the stockholder giving the notice to provide updated information as of the record date. Notwithstanding anything in these bylaws to the contrary, no business shall be conducted at any annual meeting of stockholders except in accordance with the procedures in this Section 1.12; provided that any stockholder proposal that complies with Rule 14a-8 of the proxy rules (or any successor provision) promulgated under the Exchange Act and is to be included in the Corporation’s proxy statement for an annual meeting of stockholders shall be deemed to comply with the notice requirements of this Section 1.12. Notwithstanding anything herein to the contrary, a stockholder shall not have complied with this Section 1.12(b) if the stockholder, beneficial owner and/or any Stockholder Associated Person solicits or does not solicit, as the case may be, proxies or votes in support of such stockholder’s proposal in contravention of the representations with respect thereto required by this Section 1.12.

(c) The chairman of any annual meeting (and, in advance of any annual meeting, the Board of Directors) shall have the power and duty to determine whether business was properly brought before the annual meeting in accordance with the provisions of this Section 1.12 (including whether the stockholder, beneficial owner and/or any Stockholder Associated Person did or did not so solicit, as the case may be, proxies or votes in support of such stockholder’s proposal in compliance with the representation with respect thereto required by this Section 1.12), and if the chairman (or the Board of Directors) should determine that business was not properly brought before the annual meeting in accordance with the provisions of this Section 1.12, the chairman shall so declare to the meeting and such business shall not be brought before the annual meeting.

(d) Except as otherwise required by law, nothing in this Section 1.12 shall obligate the Corporation or the Board of Directors to include in any proxy statement or other stockholder communication distributed on behalf of the Corporation or the Board of Directors information with respect to any proposal submitted by a stockholder.

(e) Notwithstanding the foregoing provisions of this Section 1.12, unless otherwise required by law, if the stockholder (or a qualified representative of the stockholder) does not appear at the annual meeting to present business, such business shall not be considered, notwithstanding that proxies in respect of such business may have been received by the Corporation.

(f) For purposes of this Section 1.12, the terms “qualified representative of the stockholder” and “public disclosure” shall have the same meaning as in Section 1.11.

(g) Unless the Corporation elects otherwise, a stockholder’s notice to the Corporation of other business shall be in writing exclusively (and not in an electronic transmission) and shall be delivered exclusively by hand (including, without limitation, overnight courier service) or by certified or registered mail, return receipt requested, and the Corporation shall not be required to accept delivery of any document not in such written form or so delivered.

1.13 Conduct of Meetings.

(a) Unless otherwise provided by the Board of Directors, meetings of stockholders shall be presided over by the Chairman of the Board, if any, or in the Chairman’s absence by the Vice Chairman of the Board, if any, or in the Vice Chairman’s absence by the Chief Executive Officer, or in the Chief Executive Officer’s absence by the President, or in the President’s absence by a Vice President, or in the absence of all of the foregoing persons by a chairman designated by the Board of Directors. The Secretary shall act as secretary of the meeting, but in the Secretary’s absence the chairman of the meeting may appoint any person to act as secretary of the meeting.

(b) The Board of Directors may adopt by resolution such rules, regulations and procedures for the conduct of any meeting of stockholders of the Corporation as it shall deem appropriate including, without limitation, such guidelines and procedures as it may deem appropriate regarding the participation by means of remote communication of stockholders and proxyholders not physically present at a meeting. Except to the extent inconsistent with such rules, regulations and procedures as adopted by the Board of Directors, the chairman of any meeting of stockholders shall have the right and authority to convene and (for any or no reason) to recess and/or adjourn the meeting and prescribe such rules, regulations and procedures and to do all such acts as, in the judgment of such chairman, are appropriate for the proper conduct of the meeting. Such rules, regulations or procedures, whether adopted by the Board of Directors or prescribed by the chairman of the meeting, may include, without limitation, the following: (i) the establishment of an agenda or order of business for the meeting; (ii) rules and procedures for maintaining order at the meeting and the safety of those present; (iii) limitations on attendance at or participation in the meeting to stockholders entitled to vote at the meeting, their duly authorized and constituted proxies or such other persons as shall be determined by the Board of Directors or the chairman of any meeting; (iv) restrictions on entry to the meeting after the time fixed for the commencement thereof; and (v) limitations on the time allotted to questions or comments by participants. Unless and to the extent determined by the Board of Directors or the chairman of the meeting, meetings of stockholders shall not be required to be held in accordance with the rules of parliamentary procedure.

(c) The chairman of the meeting shall announce at the meeting when the polls for each matter to be voted upon at the meeting will be opened and closed. After the polls close, no ballots, proxies or votes or any revocations or changes thereto may be accepted.

(d) In advance of any meeting of stockholders, the Corporation shall appoint one or more inspectors of election to act at the meeting and make a written report thereof. One or more other persons may be designated as alternate inspectors to replace any inspector who fails to act. If no inspector or alternate is present, ready and willing to act at a meeting of stockholders, the chairman of the meeting shall appoint one or more inspectors to act at the meeting. Unless otherwise required by law, inspectors may be officers, employees or agents of the Corporation. Each inspector, before entering upon the discharge of such inspector’s duties, shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of such inspector’s ability. The inspector shall have the duties prescribed by law and, when the vote is completed, shall make a certificate of the result of the vote taken and of such other facts as may be required by law. Every vote taken by ballots shall be counted by a duly appointed inspector or duly appointed inspectors.

1.14 No Action by Consent in Lieu of a Meeting. Except as otherwise provided by the Certificate of Incorporation, stockholders of the Corporation may not take any action by consent in lieu of a meeting of stockholders.

ARTICLE II
DIRECTORS

2.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, who may exercise all of the powers of the Corporation except as otherwise provided by law or the Certificate of Incorporation.

2.2 Number, Election and Qualification. The number of directors of the Corporation shall be the number fixed by, or determined in the manner provided in, the Certificate of Incorporation. Election of directors need not be by written ballot. Directors need not be stockholders of the Corporation.

2.3 Chairman of the Board; Vice Chairman of the Board. The Board of Directors may appoint from its members a Chairman of the Board and a Vice Chairman of the Board, neither of whom need be an employee or officer of the Corporation. If the Board of Directors appoints a Chairman of the Board, such Chairman shall perform such duties and possess such powers as are assigned by the Board of Directors and, if the Chairman of the Board is also designated as the Corporation’s Chief Executive Officer, shall have the powers and duties of the Chief Executive Officer prescribed in Section 3.7 of these bylaws. If the Board of Directors appoints a Vice Chairman of the Board, such Vice Chairman shall perform such duties and possess such powers as are assigned by the Board of Directors or the Chairman of the Board. Unless otherwise provided by the Board of Directors, the Chairman of the Board or, in the Chairman’s absence, the Vice Chairman of the Board, if any, shall preside at all meetings of the Board of Directors.

2.4 Terms of Office. Directors shall be elected for such terms and in the manner provided by the Certificate of Incorporation and applicable law. The term of each director shall continue until the election and qualification of his or her successor and be subject to his or her earlier death, resignation or removal.

2.5 Quorum. The greater of (a) a majority of the directors at any time in office and (b) one-third of the number of directors established by the Board of Directors pursuant to the Certificate of Incorporation shall constitute a quorum of the Board of Directors. If at any meeting of the Board of Directors there shall be less than such a quorum, a majority of the directors present may adjourn the meeting from time to time without further notice other than announcement at the meeting, until a quorum shall be present.

2.6 Action at Meeting. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors, unless a greater number is required by law or by the Certificate of Incorporation.

2.7 Removal. Directors of the Corporation may be removed in the manner specified by the Certificate of Incorporation and applicable law.

2.8 Vacancies. Any vacancy or newly-created directorship on the Board of Directors, however occurring, shall be filled in the manner specified by the Certificate of Incorporation and applicable law.

2.9 Resignation. Any director may resign by delivering a resignation in writing or by electronic transmission to the Corporation at its principal executive office or to the Chairman of the Board, the Chief Executive Officer, the President or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time or upon the happening of some later event.

2.10 Regular Meetings. Regular meetings of the Board of Directors may be held without notice at such time and place as shall be determined from time to time by the Board of Directors; provided that any director who is absent when such a determination is made shall be given notice of the determination. A regular meeting of the Board of Directors may be held without notice immediately after and at the same place as the annual meeting of stockholders.

2.11 Special Meetings. Special meetings of the Board of Directors may be held at any time and place designated in a call by the Chairman of the Board, the Chief Executive Officer, the President, two or more directors, or by one director in the event that there is only a single director in office.

2.12 Notice of Special Meetings. Notice of the time and place of any special meeting of directors shall be given to each director by the Secretary or by the officer or one of the directors calling the meeting. Notice shall be duly given to each director (a) in person, by telephone or by electronic transmission at least 24 hours in advance of the meeting, (b) by delivering written notice by hand, to such director’s last known business or home address at least 48 hours in advance of the meeting, or (c) by sending written notice by first-class mail to such director’s last known business or home address at least 72 hours in advance of the meeting. A notice or waiver of notice of a meeting of the Board of Directors need not specify the purposes of the meeting.

2.13 Meetings by Conference Communications Equipment. Directors may participate in meetings of the Board of Directors or any committee thereof by means of conference telephone or other communications equipment by means of which all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.

2.14 Action by Consent. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting if all members of the Board of Directors or committee, as the case may be, consent to the action in writing or by electronic transmission. After an action is taken, the consent or consents relating thereto shall be filed with the minutes of proceedings of the Board of Directors or committee in the same paper or electronic form as the minutes are maintained.

2.15 Committees. The Board of Directors may designate one or more committees, each committee to consist of one or more of the directors of the Corporation with such lawfully delegable powers and duties as the Board of Directors thereby confers, to serve at the pleasure of the Board of Directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. In the absence or disqualification of a member of a committee, the member or members of the committee present at any meeting and not disqualified from voting, whether or not such member or members constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in the place of any such absent or disqualified member. Any such committee, to the extent provided in the resolution of the Board of Directors and subject to the provisions of law, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation and may authorize the seal of the Corporation to be affixed to all papers that may require it. Each such committee shall keep minutes and make such reports as the Board of Directors may from time to time request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these bylaws for the Board of Directors. Except as otherwise provided in the Certificate of Incorporation, these bylaws, or the resolution of the Board of Directors designating the committee, a committee may create one or more subcommittees, each subcommittee to consist of one or more members of the committee, and delegate to a subcommittee any or all of the powers and authority of the committee.

2.16 Emergency Bylaws. In the event of any emergency, disaster, catastrophe or other similar emergency condition of a type described in Section 110(a) of the General Corporation Law of the State of Delaware (an “Emergency”), notwithstanding any different or conflicting provisions in the General Corporation Law of the State of Delaware, the Certificate of Incorporation or these bylaws, during such Emergency:

(a) Notice. A meeting of the Board of Directors or a committee thereof may be called by any director, the Chairman of the Board, the Chief Executive Officer, the President or the Secretary by such means as, in the judgment of the person calling the meeting, may be feasible at the time, and notice of any such meeting of the Board of Directors or any committee may be given, in the judgment of the person calling the meeting, only to such directors as it may be feasible to reach at the time and by such means as may be feasible at the time. Such notice shall be given at such time in advance of the meeting as, in the judgment of the person calling the meeting, circumstances permit.

(b) Quorum. The director or directors in attendance at a meeting called in accordance with Section 2.16(a) shall constitute a quorum.

(c) Liability. No officer, director or employee acting in accordance with this Section 2.16 shall be liable except for willful misconduct. No amendment, repeal or change to this Section 2.16 shall modify the prior sentence with regard to actions taken prior to the time of such amendment, repeal or change.

ARTICLE III
OFFICERS

3.1 Titles. The officers of the Corporation shall consist of a Chief Executive Officer, a President, a Secretary, a Treasurer and such other officers with such other titles as the Board of Directors shall determine, including one or more Vice Presidents, Assistant Treasurers and Assistant Secretaries. The Board of Directors may appoint such other officers as it may deem appropriate.

3.2 Election. The Chief Executive Officer, President, Treasurer and Secretary shall be elected annually by the Board of Directors at its first meeting following the annual meeting of stockholders. Other officers may be appointed by the Board of Directors at such meeting or at any other meeting.

3.3 Qualification. No officer need be a stockholder. Any two or more offices may be held by the same person.

3.4 Tenure. Except as otherwise provided by law, the Certificate of Incorporation or these bylaws, each officer shall hold office until such officer’s successor is elected and qualified, unless a different term is specified in the resolution electing or appointing such officer, or until such officer’s earlier death, resignation or removal.

3.5 Resignation and Removal. Any officer may resign by delivering a resignation in writing or by electronic transmission to the Corporation at its principal executive office or to the Chief Executive Officer, the President or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time or upon the happening of some later event. Any officer may be removed at any time, with or without cause, by the Board of Directors. Except as the Board of Directors may otherwise determine, no officer who resigns or is removed shall have any right to any compensation as an officer for any period following such officer’s resignation or removal, or any right to damages on account of such removal, whether such officer’s compensation be by the month or by the year or otherwise, unless such compensation is expressly provided for in a duly authorized written agreement with the Corporation.

3.6 Vacancies. The Board of Directors may fill any vacancy occurring in any office for any reason and may, in its discretion, leave unfilled for such period as it may determine any offices. Each such successor shall hold office for the unexpired term of such officer’s predecessor and until a successor is elected and qualified, or until such officer’s earlier death, resignation or removal.

3.7 Officers. The officers of the Corporation shall include a Chief Executive Officer, a President and a Secretary. The Corporation may also have, at the discretion of the Board, a Chairperson of the Board, a Vice Chairperson of the Board, a Chief Operating Officer, a Chief Financial Officer a Treasurer, one (1) or more Vice Presidents, one (1) or more Assistant Vice Presidents, one (1) or more Assistant Treasurers, one (1) or more Assistant Secretaries, and any such other officers as may be appointed in accordance with the provisions of these bylaws. Any number of offices may be held by the same person. No officer need be a stockholder or director of the Corporation.

3.8 Authority and Duties of Officers. All officers of the Corporation shall respectively have such authority and perform such duties in the management of the business of the Corporation as may be provided herein or designated from time to time by the Board and, to the extent not so provided, as generally pertain to their respective offices, subject to the control of the Board of Directors.

3.11 Salaries. Officers of the Corporation shall be entitled to such salaries, compensation or reimbursement as shall be fixed or allowed from time to time by the Board of Directors.

3.12 Delegation of Authority. The Board of Directors may from time to time delegate the powers or duties of any officer to any other officer or agent, notwithstanding any provision hereof.

3.13 Representation of Shares of Other Corporations. The Chairperson of the Board, the Chief Executive Officer, or the President of this Corporation, or any other person authorized by the Board, the Chief Executive Officer or the President, is authorized to vote, represent and exercise on behalf of this Corporation all rights incident to any and all shares or voting securities of any other Corporation or other person standing in the name of this Corporation. The authority granted herein may be exercised either by such person directly or by any other person authorized to do so by proxy or power of attorney duly executed by such person having the authority.

ARTICLE IV
CAPITAL STOCK

4.1 Issuance of Stock. Subject to the provisions of the Certificate of Incorporation, the whole or any part of any unissued balance of the authorized capital stock of the Corporation or the whole or any part of any shares of the authorized capital stock of the Corporation held in the Corporation’s treasury may be issued, sold, transferred or otherwise disposed of by vote of the Board of Directors in such manner, for such lawful consideration and on such terms as the Board of Directors may determine.

4.2 Stock Certificates; Uncertificated Shares. The shares of the Corporation shall be represented by certificates, provided that the Board of Directors may provide by resolution or resolutions that some or all of any or all classes or series of the Corporation’s stock shall be uncertificated shares. Any such resolution shall not apply to shares represented by a certificate until such certificate is surrendered to the Corporation. Every holder of stock of the Corporation represented by certificates shall be entitled to have a certificate, in such form as may be prescribed by law and by the Board of Directors, representing the number of shares held by such holder registered in certificate form. Each such certificate shall be signed in a manner that complies with Section 158 of the General Corporation Law of the State of Delaware by or in the name of any two officers of the Corporation, each of whom is an authorized officer for this purpose.

Each certificate representing shares of stock that are subject to any restriction on transfer pursuant to the Certificate of Incorporation, these bylaws, applicable securities laws or any agreement among any number of stockholders or among such holders and the Corporation shall have conspicuously noted on the face or back of the certificate either the full text of the restriction or a statement of the existence of such restriction.

If the Corporation shall be authorized to issue more than one class of stock or more than one series of any class, the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights shall be set forth in full or summarized on the face or back of each certificate representing shares of such class or series of stock, provided that in lieu of the foregoing requirements there may be set forth on the face or back of each certificate representing shares of such class or series of stock a statement that the Corporation will furnish without charge to each stockholder who so requests a copy of the full text of the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

Within a reasonable time after the issuance or transfer of uncertificated shares, the registered owner thereof shall be given a notice, in writing or by electronic transmission, containing the information required to be set forth or stated on certificates pursuant to Sections 151, 156, 202(a) or 218(a) of the General Corporation Law of the State of Delaware or, with respect to Section 151 of the General Corporation Law of the State of Delaware, a statement that the Corporation will furnish without charge to each stockholder who so requests the powers, designations, preferences and relative, participating, optional or other special rights of each class of stock or series thereof and the qualifications, limitations or restrictions of such preferences and/or rights.

4.3 Transfers. Shares of stock of the Corporation shall be transferable in the manner prescribed by law and in these bylaws. Transfers of shares of stock of the Corporation shall be made only on the books of the Corporation or by transfer agents designated to transfer shares of stock of the Corporation. Subject to applicable law, shares of stock represented by certificates shall be transferred only on the books of the Corporation by the surrender to the Corporation or its transfer agent of the certificate representing such shares properly endorsed or accompanied by a written assignment or power of attorney properly executed, and with such proof of authority or the authenticity of signature as the Corporation or its transfer agent may reasonably require. Uncertificated shares may be transferred by delivery of a written assignment or power of attorney properly executed, and with such proof of authority or the authenticity of signature as the Corporation or its transfer agent may reasonably require. Except as may be otherwise required by law, the Certificate of Incorporation or these bylaws, the Corporation shall be entitled to treat the record holder of stock as shown on its books as the owner of such stock for all purposes, including the payment of dividends and the right to vote with respect to such stock, regardless of any transfer, pledge or other disposition of such stock until the shares have been transferred on the books of the Corporation in accordance with the requirements of these bylaws.

4.4 Lost, Stolen or Destroyed Certificates. The Corporation may issue a new certificate of stock or uncertificated shares in place of any previously issued certificate alleged to have been lost, stolen or destroyed, upon such terms and conditions as the Corporation may prescribe, including the presentation of reasonable evidence of such loss, theft or destruction and the giving of such indemnity and posting of such bond as the Corporation may require for the protection of the Corporation or any transfer agent or registrar.

4.5 Regulations. The issue, transfer, conversion and registration of shares of stock of the Corporation shall be governed by such other regulations as the Board of Directors may establish.

ARTICLE V
GENERAL PROVISIONS

5.1 Fiscal Year. Except as from time to time otherwise designated by the Board of Directors, the fiscal year of the Corporation shall begin on the first day of January of each year and end on the last day of December in each year.

5.2 Corporate Seal. The Corporation may adopt a corporate seal, which shall be adopted by and may be altered by the Board of Directors.

5.3 Record Date for Purposes Other Than Stockholder Meetings. In order that the Corporation may determine the stockholders entitled to receive payment of any dividend or other distribution or allotment of any rights, entitled to exercise any rights in respect of any change, conversion or exchange of stock, or for the purpose of any other lawful action (other than with respect to determining stockholders entitled to notice of and/or to vote at a meeting of stockholders, which is addressed in Section 1.4 of these bylaws), the Board of Directors may fix a record date, which shall not precede the date upon which the resolution fixing the record date is adopted, and which record date shall not be more than 60 days prior to such action. If no such record date is fixed, the record date for determining stockholders for any such purpose shall be at the close of business on the day on which the Board of Directors adopts the resolution relating thereto.

5.4 Waiver of Notice. Whenever notice is required to be given by law, the Certificate of Incorporation or these bylaws, a written waiver signed by the person entitled to notice, or a waiver by electronic transmission by the person entitled to notice, whether provided before, at or after the time of the event for which notice is to be given, shall be deemed equivalent to notice required to be given to such person. Neither the business nor the purpose of any meeting need be specified in any such waiver. Attendance of a person at a meeting shall constitute a waiver of notice of such meeting, except when the person attends a meeting for the express purpose of objecting at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.

5.5 Voting of Securities. Except as the Board of Directors may otherwise designate, the Chief Executive Officer, the President, the Secretary or the Treasurer may waive notice of, vote, or appoint any person or persons to vote, on behalf of the Corporation at, and act as, or appoint any person or persons to act as, proxy or attorney-in-fact for this Corporation (with or without power of substitution) at, any meeting of stockholders or securityholders of any other entity, the securities of which may be held by this Corporation, or with respect to the execution of any written or electronic consent in the name of the Corporation as a holder of such securities.

5.6 Evidence of Authority. A certificate by the Secretary, or an Assistant Secretary, or a temporary Secretary, as to any action taken by the stockholders, directors, a committee or any officer or representative of the Corporation shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action.

5.7 Certificate of Incorporation. All references in these bylaws to the Certificate of Incorporation shall be deemed to refer to the Certificate of Incorporation of the Corporation, as amended and/or restated and in effect from time to time, including the terms of any certificate of designations of any series of preferred stock.

5.8 Stock Transfer Agreements. The Corporation shall have power to enter into and perform any agreement with any number of stockholders of any one or more classes or series of stock of the Corporation to restrict the transfer of shares of stock of the Corporation of any one or more classes owned by such stockholders in any manner not prohibited by the General Corporation Law of the State of Delaware.

5.9 Severability. Any determination that any provision of these bylaws is for any reason inapplicable, illegal or ineffective shall not affect or invalidate any other provision of these bylaws.

5.10 Pronouns. All pronouns used in these bylaws shall be deemed to refer to the masculine, feminine or neuter, singular or plural, as the identity of the person or persons may require.

ARTICLE VI
NOTICE

6.1 Delivery of Notice; Notice by Electronic Transmission. Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provisions of the General Corporation Law of the State of Delaware, the Certificate of Incorporation, or these bylaws may be given in writing directed to the stockholder’s mailing address (or by electronic transmission directed to the stockholder’s electronic mail address, as applicable) as it appears on the records of the Corporation and shall be given (1) if mailed, when the notice is deposited in the U.S. mail, postage prepaid, (2) if delivered by courier service, the earlier of when the notice is received or left at such stockholder’s address or (3) if given by electronic mail, when directed to such stockholder’s electronic mail address unless the stockholder has notified the Corporation in writing or by electronic transmission of an objection to receiving notice by electronic mail. A notice by electronic mail must include a prominent legend that the communication is an important notice regarding the Corporation.

Without limiting the manner by which notice otherwise may be given effectively to stockholders, any notice to stockholders given by the Corporation under any provision of the General Corporation Law of the State of Delaware, the Certificate of Incorporation or these bylaws shall be effective if given by a form of electronic transmission consented to by the stockholder to whom the notice is given. Any such consent shall be revocable by the stockholder by written notice or electronic transmission to the Corporation. Notwithstanding the provisions of this paragraph, the Corporation may give a notice by electronic mail in accordance with the first paragraph of this Section without obtaining the consent required by this paragraph.

Any notice given pursuant to the preceding paragraph shall be deemed given:

if by facsimile telecommunication, when directed to a number at which the stockholder has consented to receive notice;

if by a posting on an electronic network together with separate notice to the stockholder of such specific posting, upon the later of (i) such posting and (ii) the giving of such separate notice; and

if by any other form of electronic transmission, when directed to the stockholder.

Notwithstanding the foregoing, a notice may not be given by an electronic transmission from and after the time that (i) the Corporation is unable to deliver by such electronic transmission two (ii) consecutive notices given by the Corporation and (iii) such inability becomes known to the Secretary or an Assistant Secretary of the Corporation or to the transfer agent, or other person responsible for the giving of notice; provided, however, that the inadvertent failure to discover such inability shall not invalidate any meeting or other action.

An affidavit of the Secretary or an Assistant Secretary of the Corporation or of the transfer agent or other agent of the Corporation that the notice has been given shall, in the absence of fraud, be prima facie evidence of the facts stated therein.

ARTICLE VII
INDEMNIFICATION

7.1 Actions, Suits and Proceedings Other than by or in the Right of the Corporation. The Corporation shall indemnify each person who was or is a party or threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Corporation) by reason of the fact that he or she is or was, or has agreed to become, a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, partner, employee or trustee of, or in a similar capacity with, another Corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) (all such persons being referred to hereafter as an “Indemnitee”), or by reason of any action alleged to have been taken or omitted by an Indemnitee in such capacity, against all expenses (including attorneys’ fees), liabilities, losses, judgments, fines (including excise taxes and penalties arising under the Employee Retirement Income Security Act of 1974), and amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding and any appeal therefrom, if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his or her conduct was unlawful.

7.2 Actions or Suits by or in the Right of the Corporation. The Corporation shall indemnify any Indemnitee who was or is a party to or threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation to procure a judgment in its favor by reason of the fact that Indemnitee is or was, or has agreed to become, a director or officer of the Corporation or, while a director or officer of the Corporation, is or was serving, or has agreed to serve, at the request of the Corporation, as a director, officer, partner, employee or trustee of, or in a similar capacity with, another Corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan), or by reason of any action alleged to have been taken or omitted by an Indemnitee in such capacity, against all expenses (including attorneys’ fees) and, to the extent permitted by law, amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with such action, suit or proceeding and any appeal therefrom, if Indemnitee acted in good faith and in a manner which Indemnitee reasonably believed to be in, or not opposed to, the best interests of the Corporation, except that no indemnification shall be made under this Section 2 in respect of any claim, issue or matter as to which Indemnitee shall have been adjudged to be liable to the Corporation, unless, and only to the extent, that the Court of Chancery of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of such liability but in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses (including attorneys’ fees) which the Court of Chancery of Delaware or such other court shall deem proper.

7.3 Indemnification for Expenses of Successful Party. Notwithstanding any other provisions of this Article VII, to the extent that an Indemnitee has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article VII, or in defense of any claim, issue or matter therein, or on appeal from any such action, suit or proceeding, Indemnitee shall be indemnified against all expenses (including attorneys’ fees) actually and reasonably incurred by or on behalf of Indemnitee in connection therewith. Without limiting the foregoing, to the fullest extent permitted by applicable law, if any action, suit or proceeding is disposed of on the merits or otherwise (including a disposition without prejudice) without (i) the disposition being adverse to Indemnitee, (ii) an adjudication that Indemnitee was liable to the Corporation, (iii) a plea of guilty or nolo contendere by Indemnitee, (iv) an adjudication that Indemnitee did not act in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Corporation, and (v) with respect to any criminal proceeding, an adjudication that Indemnitee had reasonable cause to believe his or her conduct was unlawful, Indemnitee shall be considered for the purposes hereof to have been wholly successful with respect thereto.

7.4 Notification and Defense of Claim. As a condition precedent to an Indemnitee’s right to be indemnified under this Article VII, such Indemnitee must notify the Corporation in writing as soon as practicable of any action, suit, proceeding or investigation involving such Indemnitee for which indemnity will or could be sought. With respect to any action, suit, proceeding or investigation of which the Corporation is so notified, the Corporation will be entitled to participate therein at its own expense and/or to assume the defense thereof at its own expense, with legal counsel reasonably acceptable to Indemnitee. After notice from the Corporation to Indemnitee of its election so to assume such defense, the Corporation shall not be liable to Indemnitee for any legal or other expenses subsequently incurred by Indemnitee in connection with such action, suit, proceeding or investigation, other than as provided below in this Section 4. Indemnitee shall have the right to employ his or her own counsel in connection with such action, suit, proceeding or investigation, but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Indemnitee unless (i) the employment of counsel by Indemnitee has been authorized by the Corporation, (ii) counsel to Indemnitee shall have reasonably concluded that there may be a conflict of interest or position on any significant issue between the Corporation and Indemnitee in the conduct of the defense of such action, suit, proceeding or investigation or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, suit, proceeding or investigation, in each of which cases the fees and expenses of counsel for Indemnitee shall be at the expense of the Corporation, except as otherwise expressly provided by this Article VII. The Corporation shall not be entitled, without the consent of Indemnitee, to assume the defense of any claim brought by or in the right of the Corporation or as to which counsel for Indemnitee shall have reasonably made the conclusion provided for in clause (ii) above. The Corporation shall not be required to indemnify Indemnitee under this Article VII for any amounts paid in settlement of any action, suit, proceeding or investigation effected without its written consent. The Corporation shall not settle any action, suit, proceeding or investigation in any manner which would impose any penalty or limitation on Indemnitee without Indemnitee’s written consent. Neither the Corporation nor Indemnitee will unreasonably withhold or delay its consent to any proposed settlement.

7.5 Advancement of Expenses. Subject to the provisions of Section 6 of this Article VII, in the event of any threatened or pending action, suit, proceeding or investigation of which the Corporation receives notice under this Article VII, any expenses (including attorneys’ fees) incurred by or on behalf of Indemnitee in defending an action, suit, proceeding or investigation or any appeal therefrom shall be paid by the Corporation in advance of the final disposition of such matter; provided, however, that the payment of such expenses incurred by or on behalf of Indemnitee in advance of the final disposition of such matter shall be made only upon receipt of an undertaking by or on behalf of Indemnitee to repay all amounts so advanced in the event that it shall ultimately be determined by final judicial decision from which there is no further right to appeal that Indemnitee is not entitled to be indemnified by the Corporation as authorized in this Article VII; and provided further that no such advancement of expenses shall be made under this Article VII if it is determined (in the manner described in Section 6) that (i) Indemnitee did not act in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interests of the Corporation, or (ii) with respect to any criminal action or proceeding, Indemnitee had reasonable cause to believe his or her conduct was unlawful. Such undertaking shall be accepted without reference to the financial ability of Indemnitee to make such repayment. The rights to indemnification and advancement of expenses conferred by this Section 5 shall be contract rights and such rights shall continue as to an Indemnitee who has ceased to be a director, officer, employee, trustee or agent and shall inure to the benefit of his or her heirs, executors and administrators.

7.6 Procedure for Indemnification and Advancement of Expenses. In order to obtain indemnification or advancement of expenses pursuant to Section 1, 2, 3 or 5 of this Article VII, an Indemnitee shall submit to the Corporation a written request therefor. Any such advancement of expenses shall be made promptly, and in any event within 60 days after receipt by the Corporation of the written request of Indemnitee therefor, unless (i) the Corporation has assumed the defense pursuant to Section 4 of this Article VII (and none of the circumstances described in Section 4 of this Article VII that would nonetheless entitle the Indemnitee to indemnification for the fees and expenses of separate counsel have occurred) or (ii) the Corporation determines within such 60-day period that Indemnitee did not meet the applicable standard of conduct set forth in Section 1, 2 or 5 of this Article VII, as the case may be. Any such indemnification, unless ordered by a court, shall be made with respect to requests under Section 1 or 2 only as authorized in the specific case upon a determination by the Corporation that the indemnification of Indemnitee is proper because Indemnitee has met the applicable standard of conduct set forth in Section 1 or 2, as the case may be. Such determination shall be made in each instance (a) by a majority vote of the directors of the Corporation consisting of persons who are not at that time parties to the action, suit or proceeding in question (“disinterested directors”), whether or not a quorum, (b) by a committee of disinterested directors designated by majority vote of disinterested directors, whether or not a quorum, (c) if there are no disinterested directors, or if the disinterested directors so direct, by independent legal counsel (who may, to the extent permitted by law, be regular legal counsel to the Corporation) in a written opinion, or (d) by the stockholders of the Corporation.

7.7 Remedies. Subject to Article TWELFTH of the Certificate of Incorporation, the right to indemnification or advancement of expenses as granted by this Article VII shall be enforceable by Indemnitee in any court of competent jurisdiction. Neither the failure of the Corporation to have made a determination prior to the commencement of such action that indemnification or advancement of expenses is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination by the Corporation pursuant to Section 6 of this Article VII that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct. In any suit brought by Indemnitee to enforce a right to indemnification or advancement of expenses, or brought by the Corporation to recover an advancement of expenses pursuant to the terms of an undertaking, the Corporation shall have the burden of proving that Indemnitee is not entitled to be indemnified, or to such advancement of expenses, under this Article VII. Indemnitee’s expenses (including attorneys’ fees) reasonably incurred in connection with successfully establishing Indemnitee’s right to indemnification or advancement of expenses, in whole or in part, in any such proceeding shall also be indemnified by the Corporation to the fullest extent permitted by applicable law. Notwithstanding the foregoing, in any suit brought by Indemnitee to enforce a right to indemnification or advancement of expenses hereunder it shall be a defense that the Indemnitee has not met any applicable standard for indemnification set forth in the General Corporation Law of the State of Delaware or in this Article VII.

7.8 Limitations. Notwithstanding anything to the contrary in this Article VII, except as set forth in Section 7 of this Article VII, the Corporation shall not indemnify, or advance expenses to, an Indemnitee pursuant to this Article VII in connection with a proceeding (or part thereof) initiated by such Indemnitee unless the initiation thereof was approved by the Board of Directors. Notwithstanding anything to the contrary in this Article VII, the Corporation shall not indemnify or advance expenses to an Indemnitee to the extent such Indemnitee is reimbursed from the proceeds of insurance, and in the event the Corporation makes any indemnification or advancement payments to an Indemnitee and such Indemnitee is subsequently reimbursed from the proceeds of insurance, such Indemnitee shall promptly refund indemnification or advancement payments to the Corporation to the extent of such insurance reimbursement.

7.9 Subsequent Amendment. No amendment, termination or repeal of this Article VII or of the relevant provisions of the General Corporation Law of the State of Delaware or any other applicable laws shall adversely affect or diminish in any way the rights of any Indemnitee to indemnification or advancement of expenses under the provisions hereof with respect to any action, suit, proceeding or investigation arising out of or relating to any actions, transactions or facts occurring prior to the final adoption of such amendment, termination or repeal.

7.10 Other Rights. The indemnification and advancement of expenses provided by this Article VII shall not be deemed exclusive of any other rights to which an Indemnitee seeking indemnification or advancement of expenses may be entitled under any law (common or statutory), agreement or vote of stockholders or disinterested directors or otherwise, both as to action in Indemnitee’s official capacity and as to action in any other capacity while holding office for the Corporation, and shall continue as to an Indemnitee who has ceased to be a director or officer, and shall inure to the benefit of the estate, heirs, executors and administrators of Indemnitee. Nothing contained in this Article VII shall be deemed to prohibit, and the Corporation is specifically authorized to enter into, agreements with officers and directors providing indemnification and expense advancement rights and procedures different from those set forth in this Article VII. In addition, the Corporation may, to the extent authorized from time to time by its Board of Directors, grant indemnification and expense advancement rights to other employees or agents of the Corporation or other persons serving the Corporation and such rights may be equivalent to, or greater or less than, those set forth in this Article VII.

7.11 Partial Indemnification. If an Indemnitee is entitled under any provision of this Article VII to indemnification by the Corporation for some or a portion of the expenses (including attorneys’ fees), liabilities, losses, judgments, fines (including excise taxes and penalties arising under the Employee Retirement Income Security Act of 1974) or amounts paid in settlement actually and reasonably incurred by or on behalf of Indemnitee in connection with any action, suit, proceeding or investigation and any appeal therefrom but not, however, for the total amount thereof, the Corporation shall nevertheless indemnify Indemnitee for the portion of such expenses (including attorneys’ fees), liabilities, losses, judgments, fines (including excise taxes and penalties arising under the Employee Retirement Income Security Act of 1974) or amounts paid in settlement to which Indemnitee is entitled.

7.12 Insurance. The Corporation may purchase and maintain insurance, at its expense, to protect itself and any director, officer, employee or agent of the Corporation or another Corporation, partnership, joint venture, trust or other enterprise (including any employee benefit plan) against any expense, liability or loss incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not the Corporation would have the power to indemnify such person against such expense, liability or loss under the General Corporation Law of the State of Delaware. Such insurance may include insurance provided directly or indirectly by or through a captive insurance company to the extent permitted by Section 145(g) of the General Corporation Law of the State of Delaware.

7.13 Savings Clause. If this Article VII or any portion hereof shall be invalidated on any ground by any court of competent jurisdiction, then the Corporation shall nevertheless indemnify each Indemnitee as to any expenses (including attorneys’ fees), liabilities, losses, judgments, fines (including excise taxes and penalties arising under the Employee Retirement Income Security Act of 1974) and amounts paid in settlement in connection with any action, suit, proceeding or investigation, whether civil, criminal or administrative, including an action by or in the right of the Corporation, to the fullest extent permitted by any applicable portion of this Article VII that shall not have been invalidated and to the fullest extent permitted by applicable law.

ARTICLE VIII
AMENDMENTS

These bylaws may be altered, amended or repealed, in whole or in part, or new bylaws may be adopted by the Board of Directors or by the stockholders as provided in the Certificate of Incorporation.

Exhibit 10.8

CONFIDENTIAL

Veea Inc.
164 E. 83rd Street
New York, NY 10028

September 13, 2024

Plum Acquisition Corp. I 2021 Fillmore St. #2089 San Francisco, California Attn: Kanishka Roy; Mike Dinsdale	Plum SPAC Merger Sub, Inc. 2021 Fillmore St. #2089 San Francisco, California Attn: Kanishka Roy; Mike Dinsdale

Plum Partners, LLC 27300 Deer Springs Way Los Altos Hills, CA 94022 Attn: Kanishka Roy; Mike Dinsdale

Re:

Closing Agreement re Business Combination Agreement

Dear Kanishka and Mike:

Reference is made to that certain Business Combination Agreement, dated as of November 27, 2023 (as amended on June 13, 2024 and September 11, 2024, and as it may be further amended from time to time, the “BCA”), by and among (i) Plum Acquisition Corp. I, a Cayman Islands exempted company (together with its successors, including after the Domestication, “Plum,” which upon the Closing, if any, shall be renamed “Veea Inc.”, also referred to as “PublicVeea”), (ii) Veea Inc., a Delaware corporation (the “Company”), and (iii) Plum SPAC Merger Sub, Inc., a Delaware corporation (“Merger Sub”). Capitalized terms used and not otherwise defined in this letter agreement (this “Closing Agreement”) have the meanings ascribed to such terms in the BCA.

In consideration of the mutual promises and agreements contained in this Closing Agreement and the BCA, and for other good and valuable consideration, the sufficiency and adequacy of which is hereby acknowledged, the undersigned, including, as applicable, Plum Partners, LLC, a Delaware limited liability company (the “Sponsor”), hereby agree as follows:

1. Elimination of Letter of Transmittal. Notwithstanding the requirement set forth in Section 3.02(b) of the BCA that Plum shall cause the Exchange Agent to deliver to each Company Shareholder, as of immediately prior to the Effective Time, represented by certificate or book-entry, a Letter of Transmittal, and promptly following receipt of a Company Shareholder’s properly executed Letter of Transmittal, deliver such Company Shareholder’s applicable portion of the Transaction Consideration to such Company Shareholder, the Parties agree that no Letter of Transmittal shall be required and such requirement set forth in said Section 3.02(b) of the BCA is hereby waived and shall not apply. Section 3.02(b) of the BCA is also hereby deemed to be amended accordingly.

2. Waiver of Failure to Timely Delivery the Allocation Schedule. Notwithstanding the requirement set forth in Section 3.03(a) of the BCA that the Company deliver the Allocation Schedule to Plum at least ten (10) Business Days prior to the Closing Date, Plum acknowledges and agrees that it has received the Allocation Schedule with sufficient time to review and comment on the Allocation Schedule, and the Parties agree that such ten (10) Business Day requirement set forth in said Section 3.03(a) of the BCA is hereby waived and shall not apply. Section 3.03(a) of the BCA is also hereby deemed to be amended accordingly.

3. Waiver of Failure to Timely Deliver the Closing Statements.

(a) Notwithstanding the requirement set forth in Section 3.04 of the BCA that the Company deliver the Company Closing Statement to Plum at least ten (10) Business Days prior to the Closing Date, Plum acknowledges and agrees that it has received the Company Closing Statement with sufficient time to review and comment on the Company Closing Statement, and the Parties agree that such ten (10) Business Day requirement set forth in said Section 3.04 of the BCA is hereby waived and shall not apply. Section 3.04 of the BCA is also hereby deemed to be amended accordingly.

(b) Notwithstanding the requirement set forth in Section 3.04 of the BCA that Plum deliver the Plum Closing Statement to the Company at least two (2) Business Days prior to the Special Meeting and, in any event, not earlier than the time that the holders of Plum Class A Shares may no longer elect to redeem their Plum Class A Shares in accordance with the Plum Shareholder Redemption, the Company acknowledges and agrees that it has received the Plum Closing Statement with sufficient time to review and comment on the Plum Closing Statement, and the Parties agree that such two (2) Business Day requirement set forth in said Section 3.04 of the BCA is hereby waived and shall not apply. Section 3.04 of the BCA is also hereby deemed to be amended accordingly.

4. Waiver of Failure to Obtain Consents. The Parties acknowledge and agree that the Company will not be obtaining the consents and approvals of the counterparties for the Contracts set forth at items 1 and 2 on Schedule 4.04(b) of the Company Disclosure Schedules, and Plum and Merger Sub hereby waive any actual or potential (i) breach of the BCA or (ii) failure of the representations and warranties of the Company set forth therein to be true and correct, in either case, for the failure to obtain any such consents and approvals or any actual or potential Company Material Adverse Effect resulting therefrom.

5. Amendment to Section 7.04 of the Company Disclosure Schedule regarding Company Related Party Transactions. The Parties hereby agree to amend and restate Section 7.04 of the Company Disclosure Schedule to delete such schedule and replace it in its entirety with Schedule 7.04 attached hereto. The Parties further agree that notwithstanding the last sentence of Section 7.04 of the BCA, any outstanding real estate lease arrangements that are Company Related Party Transactions will not be terminated, and neither will any outstanding obligations to Company Shareholders or their affiliates for reimbursement of ordinary course expenses incurred in their capacities as officers, directors, employees or consultants to the Company. Plum and Merger Sub hereby waive any actual or potential (i) breach of the BCA or (ii) failure of the representations and warranties of the Company set forth therein to be true and correct, in either case, for the failure to terminate any Company Related Party Transactions previously listed on Section 7.04 of the Company Disclosure Schedule or as otherwise required by the last sentence of Section 7.04 of the BCA or any actual or potential Company Material Adverse Effect resulting therefrom.

6. Change to Post-Closing Plum Board of Directors. Notwithstanding the requirements set forth in Sections 9.01(a) and 9.01(b) of the BCA, and the related conditions to the Closing set forth in Section 10.02(f) of the BCA, the Parties agree that effective immediately after the Closing, the board of directors of Plum shall consist of seven (7) directors, and shall include Allen Salmasi, Michael Salmasi, Douglas Maine, Kanishka Roy, Alan Black, Gary Cohen and Helder Antunes. Section 9.01 of the BCA is also hereby deemed to be amended accordingly.

7. Waiver of Employment Agreement Requirements. Notwithstanding the provisions of Section 9.12 of the BCA, the Parties agree that no employment agreements shall be entered into with Plum or its Subsidiary prior to effectiveness of the Registration Statement/Proxy Statement or the Closing and that any such employment agreements may be entered into following the Closing. Section 9.12 of the BCA is also hereby deemed to be amended accordingly.

8. Waiver of $5,000,001 Net Tangible Assets Closing Condition. Notwithstanding the condition to the Closing set forth in Section 10.01(f) of the BCA requiring Plum to have at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51-1(g)(1) of the Exchange Act) immediately after the Closing, the Company agrees that subject to the compliance by Plum, Merger Sub and Sponsor with their respective obligations under this Closing Agreement in all material respects and the satisfaction (or written waiver by the Company) of the other conditions to the Closing set forth in the BCA or this Closing Agreement, including Sections 9 through 18 hereof, such condition to the Closing is hereby waived by the Company, and the other Parties hereby waive such condition to the Closing.

9. Deferred Liabilities. The parties hereto hereby agree to the following:

(a) At the Closing, PublicVeea will assume the unpaid Liabilities of Plum that are specified on Exhibit A hereto (the “Deferred Liabilities”). As compensation for PublicVeea assuming the Deferred Liabilities, the Sponsor will, in accordance with Section 12(b) below, either transfer to the Investors (or Allen Salmasi or his Affiliates) or forfeit Three Hundred Thousand (300,000) unvested Sponsor Earnout Shares (as such term is defined in the Sponsor Letter Agreement, as amended) (“Sponsor Earnout Shares”).

(b) Plum covenants and agrees to obtain and deliver to the Company prior to the Closing final invoices for all fees owed or accrued in connection with services rendered to Plum prior to the Closing or other known Liabilities of Plum as of the Closing.

(c) Plum and the Sponsor will use their commercially reasonable efforts to cause the vendors holding Deferred Liabilities identified on Exhibit A hereto to agree to defer the Deferred Liabilities owed to them until eighteen (18) months after the Closing, (i) subject to early repayment in the event that the after the Closing, PublicVeea consummates an equity or equity-linked security financing (excluding the Financing described below) equal to or in excess of Ten Million U.S. Dollars ($10,000,000), with twenty percent (20%) of the net proceeds from such financing being used to pay off all holders of Deferred Liabilities, pro rata based on the amounts owed to them, and (ii) if PublicVeea has not repaid at least fifty percent (50%) of the aggregate Deferred Liability owed to a vendor within nine (9) months after the Closing, then PublicVeea will pay to such vendor the remaining Deferred Liability amounts owed ratably each month after the ninth (9^th) month (i.e., at least one-ninth (1/9^th) of the balance each month for the final nine (9) months) (the foregoing, the “Deferral Arrangements”).

(d) The Parties hereby acknowledge and agree that it will be a condition to the Company’s obligation to consummate the Closing (which may be waived in writing by the Company in its sole discretion) that certain vendors holding Deferred Liabilities specifically designated on Exhibit A hereto (the “Required Vendors”) provide written agreements to the Deferral Arrangements in form and substance reasonable acceptable to the Company.

(e) The Sponsor will be solely responsible for any Liabilities of Plum related to periods at or prior to the Closing that are not fully paid and satisfied as of the Closing other than the Deferred Liabilities specified on Exhibit A, and will indemnify, reimburse and hold harmless the Indemnitees (as defined below) for any such Liabilities in accordance with the provisions of Section 19 below.

(f) The Parties have consented to the foregoing for all purposes of the BCA and the Sponsor Letter Agreement.

10. Waiver of Certain Legal Fees. The Parties hereby agree that it will be a condition to the Company’s obligation to consummate the Closing (which may be waived in writing by the Company in its sole discretion) that the law firm specified on Exhibit D (the “Specified Law Firm”) shall, on or prior to the Closing, have entered into a written agreement with Plum, in form and substance reasonably acceptable to the Company (the “Specific Law Firm Release”), pursuant to which the Specified Law Firm waives any and all fees or other amounts owed or otherwise payable by Plum to the Specified Law Firm in connection with services rendered by the Specified Law Firm prior to Closing and releases and discharges PublicVeea from any and all claims with respect to such fees and other amounts owed or payable.

11. Trust Account. The Parties hereby agree that it will be a condition to the Company’s obligation to consummate the Closing (which may be waived in writing by the Company in its sole discretion) that at the Closing, Plum shall have cash and cash equivalents remaining in the Trust Account of at least $1,155,521, after giving effect to the completion and payment of the Plum Shareholder Redemption and payment of all unpaid Plum Transaction Expenses and any other Liabilities of Plum (but for the avoidance of doubt, excluding Company Transaction Expenses).

12. Financing.

(a) The Parties hereby agree that it will be a condition to the Company’s obligation to consummate the Closing (which may be waived in writing by the Company in its sole discretion) that Plum or the Company shall, at or prior to the Closing, have entered into and/or consummated a financing transaction, or series of financing transactions (collectively, the “Financing”), with one or more investors that are not Affiliates of any party hereto (the “Investors”), which will result in net proceeds to PublicVeea of at least Four Million U.S. Dollars ($4,000,000) million in unrestricted cash and cash equivalents (the “Proceeds”), with (i) at least Two Million U.S. Dollars ($2,000,000) of such Proceeds available at the Closing or within ten (10) Business Days after the Closing and (ii) the remaining Proceeds available in within thirty (30) days after Closing. Plum, Merger Sub and the Sponsor agree to reasonably cooperate with any such Financing efforts, including entering into agreements with respect to such Financing.

(b) The Sponsor hereby agrees that in connection with the Financing, the Sponsor will transfer to the Investors up to a total of Five Hundred Fifty Thousand (550,000) registered Sponsor Earnout Shares (including the Three Hundred Thousand (300,000) Sponsor Earnout Shares for Deferred Liabilities as contemplated by Section 9(a)) and that any such Sponsor Earnout Shares that are not transferred to the Investors will be forfeited by the Sponsor; provided, that if Allen Salmasi or any of his Affiliates transfers shares of the Company to such Investors in lieu of the Sponsor transferring such Sponsor Earnout Shares, the Sponsor will transfer to Allen Salmasi and/or his Affiliates a number of such Sponsor Earnout Shares equal to the number of shares of New Plum Common Shares into which such transferred Company shares will convert at the Closing, up to a maximum of Five Hundred Fifty Thousand (550,000) Sponsor Earnout Shares; and provided, further, that any number of Sponsor Earnout Shares received by Allen Salmasi and/or his Affiliates from Sponsor in excess of the number of shares of New Plum Common Shares into which the Company shares transferred to Investors by Allen Salmasi and/or Affiliates in lieu of the Sponsor will convert at the Closing shall be forfeited by Allen Salmasi and/or his Affiliates, as applicable. Any such Sponsor Earnout Shares that are so transferred will received by the recipient without any restrictions on transfer or potential forfeiture obligations. The parties further acknowledge and agree that if Allen Salmasi and/or his Affiliates transfer to the Investors a number of shares of the Company that will convert into a number of New Plum Common Shares at the Closing in excess of the Sponsor Earnout Shares transferred to Allen Salmasi and his Affiliates by Sponsor pursuant to this Section 12(b), then at the Closing, PublicVeea will issue to Allen Salmasi and/or his Affiliates an aggregate number of newly issued New Plum Common Shares equal to the number of New Plum Common Shares into which such transferred Company shares will convert at the Closing, less the number of Sponsor Earnout Shares transferred to Allen Salmasi and his Affiliates by Sponsor pursuant to this Section 12(b).

(c) Plum and Merger Sub hereby acknowledge and agree that, notwithstanding the provisions of the BCA, including Sections 7.01, 9.04 and 9.11 thereof, the consent of Plum or Merger Sub will not be required to be obtained by the Company with respect to signing and/or consummating any Financing in accordance with this Section 12, including the consummation of a Financing in an aggregate amount greater than Four Million U.S. Dollars ($4,000,000) and/or a Financing that involves the issuance of debt, additional PublicVeea shares or securities convertible into PublicVeea shares; provided, however, that the Sponsor will not be required to transfer more than Five Hundred Fifty Thousand (550,000) Sponsor Earnout Shares in the aggregate in support of the Financing. The Company may, in its sole discretion, reject any proposed Financing first sourced by Plum or the Sponsor, but the Company must reasonably consider and negotiate in good faith any proposed Financing that it sources and may not unreasonably reject any such proposed Financing that is on market terms or better.

(d) The Parties have consented to the foregoing for all purposes of the BCA and the Sponsor Letter Agreement.

13. Conversion of NLabs Notes. The Parties hereby agree that it will be a condition to the Company’s and Plum’s respective obligations to consummate the Closing (which may be waived in writing by each such Party in their reasonable discretion) that in connection with the Closing, the issued and outstanding obligations under the promissory notes (collectively, the “NLab Notes”) issued by the Company to Nicole Salmasi, Allen Salmasi and NLabs Inc. (collectively, the “NLabs Noteholders”) will be converted into New Plum Common Shares (the “NLab Shares”) at a price of Five U.S. Dollars ($5.00) per share, pursuant to a note conversion agreement substantially in the form attached hereto as Exhibit B (the “Note Conversion Agreement”), with such NLab Shares being subject to lock-up for a period beginning on the Closing Date and expiring five (5) months after the Closing Date. The Parties have consented to the execution of the Note Conversion Agreement and related lock-up agreement for all purposes of the BCA.

14. Conversion of Sponsor Notes. With respect to the aggregate of $1,899,950 owed by Plum to the Sponsor pursuant to those certain promissory notes (the “Sponsor Notes”), the parties hereto hereby agree to take the following actions, and acknowledge and agree that it will be a condition to the Company’s obligations to consummate the Closing (which may be waived in writing by the Company in its sole discretion) that: (i) the Sponsor will convert $1,649,950 of the aggregate outstanding obligations under the Sponsor Notes into New Plum Common Shares at a price of Five U.S. Dollars ($5.00) per share, which New Plum Common Shares will be “Restricted Securities” (as defined under the Plum Lock-Up Agreement) under the Plum Lock-Up Agreement, (ii) Plum will repay $250,000 of the aggregate outstanding obligations under Sponsor Notes at the Closing and (iii) the Sponsor will forfeit 1,000,000 Private Placement Warrants. The Parties have consented to the foregoing for all purposes of the BCA.

15. Polar Lock-Up. The Parties hereby agree that it will be a condition to the Company’s obligations to consummate the Closing (which may be waived in writing by the Company in its sole discretion) that Polar Multi-Strategy Master Fund (together with its affiliates, “Polar”) will agree in writing reasonably acceptable to the Company that any New Plum Common Shares issued or issuable to Polar in connection with the Domestication or the Merger, or otherwise held by Polar immediately after the Closing (including those equitized at Five U.S. Dollars ($5.00) per share in connection with the Closing), except for an aggregate of fifty thousand (50,000) of such New Plum Common Shares, will be subject to a lock-up for a period of four (4) months after the Closing. The Parties have consented to the foregoing for all purposes of the BCA.

16. Cohen Lock-Up. The Parties hereby agree that it will be a condition to the Company’s obligations to consummate the Closing (which may be waived in writing by the Company in its sole discretion) that Cohen Capital Markets (together with its affiliates, “CCM”) will agree in writing reasonably acceptable to the Company that any New Plum Common Shares issued or issuable to CCM in connection with the Domestication or the Merger, or otherwise held by CCM immediately after the Closing, except for an aggregate of fifty thousand (50,000) of such New Plum Common Shares, will be subject to a lock-up for a period of five (5) months after the Closing. The Parties have consented to the foregoing for all purposes of the BCA.

17. Transfer of Founder Shares. The Sponsor hereby agrees that it has transferred, or in connection with the Closing it will transfer, to Palmeira Investment Limited, a British Virgin Islands company, the number of Founder Shares and Private Placement Warrants set forth on Exhibit C hereto.

18. Equitization. Plum and the Sponsor hereby covenant and agree, jointly and severally, that neither Plum nor the Sponsor shall, without the prior written consent of the Company, agree to or permit the issuance or transfer of New Plum Common Shares, or other securities of Plum or PublicVeea or their respective Subsidiaries, to any service providers of Plum or the Sponsor or other third parties, in lieu of cash payments owed to such third parties at the Closing, at a price or effective price per New Plum Common Shares of less than Five U.S. Dollars ($5.00 per share), including in respect of any unpaid Plum Transaction Expenses or other Liabilities of Plum. Equitization of any and all obligations of Plum or the Sponsor obligations will be fully disclosed to the Company by Plum and the Sponsor prior to the Closing.

19. Indemnification. From and after the Closing, Sponsor will indemnify, reimburse and hold harmless the Company, PublicVeea and their respective Affiliates and each of their respective Representatives, successors and permitted assigns (each, with respect to any indemnification claim made pursuant to this Closing Agreement, an “Indemnitee”) for any and all losses, Liabilities, Proceedings, Governmental Orders, damages (including consequential damages), Taxes, interest, penalties, Liens, amounts paid in settlement and costs and expenses (including reasonable expenses of investigation and court costs and reasonable attorneys’ fees and expenses) (collectively, “Damages”) paid, suffered or incurred by, or imposed upon, any Indemnitee to the extent directly or indirectly, in whole or in part, arising out of, resulting from or in connection with, (a) any and all accrued Liabilities of Plum relating to periods at or prior to the Closing other than the Deferred Liabilities, (b) any Proceedings brought or initiated by the securityholders of Plum against an Indemnitee arising during or relating to the period from the date of the Special Meeting through the Closing Date or (c) the revocation, in accordance with the terms of the Specified Law Firm Release, of the satisfaction and release by the Specified Law Firm in the Specified Law Firm Release, other than as a result of a willful and intentional material breach of the obligations owed to the Specified Law Firm in the Specified Law Firm Release (or the Registration Rights Agreement to the extent incorporated therein) by the PublicVeea; provided, however, that an Indemnitee may not first assert indemnification claims following the date that is six (6) months following the Closing Date (the “Expiration Date”); provided further, however, that any Indemnitee may continue to pursue indemnification claims hereunder after the Expiration Date for claims that were first asserted prior to the Expiration Date but were not finally resolved and paid prior to the Expiration Date. Any claim for indemnification by an Indemnitee pursuant to this Section 9 shall be satisfied first by forfeiture of unvested Sponsor Earnout Shares, and then by forfeiture of vested Founder Shares (as such term is defined in the Founder Letter Amendment, including the “Letter Agreement” described therein) that are not Sponsor Earnout Shares (“Vested Founder Shares” and, together with the Sponsor Earnout Shares, the “Sponsor Shares”), with the value assigned to each such Sponsor Share equal to the average daily Plum Common Share Price for the ten (10) Trading Days immediately preceding the date of such payment by the Sponsor, which shall be the sole recourse for such indemnification. In connection with the foregoing, Sponsor agrees that it will not liquidate or otherwise transfer any Sponsor Shares during the six (6) month period after the Closing (or with respect to the Sponsor Earnout Shares, if longer, until such Sponsor Earnout Shares have vested and become earned in accordance with the terms of the Sponsor Letter Agreement), and thereafter to the extent that there are any pending indemnification claims, in each case, unless the recipient agrees in writing to be bound by the same indemnification obligations of the Sponsor set forth herein in form and substance reasonably acceptable to PublicVeea and the Company. The Parties have consented to the foregoing for all purposes of the BCA and the Sponsor Letter Agreement.

20. Miscellaneous. Except as expressly provided in this Closing Agreement, all of the terms and provisions in the BCA and the other Transaction Documents are and shall remain in full force and effect, on the terms and subject to the conditions set forth therein. This Closing Agreement does not constitute, directly or by implication, an amendment, modification or waiver of any provision of the BCA or any other Transaction Document, or any other right, remedy, power or privilege of any Party to the BCA or any other Transaction Document, except as expressly set forth herein. Any reference to the BCA in the BCA or any other agreement, document, instrument or certificate entered into or issued in connection therewith shall hereinafter mean the BCA, as amended by this Closing Agreement (or as the BCA may be further amended or modified after the date hereof in accordance with the terms thereof). This Closing Agreement and the BCA, and the documents or instruments attached hereto or thereto or referenced herein or therein, constitutes the entire agreement between the Parties with respect to the subject matter of hereof and thereof, and supersedes all prior agreements and understandings, both oral and written, between the Parties with respect to its subject matter. This Closing Agreement shall be interpreted, construed, governed and enforced in a manner consistent with the BCA, and the provisions of Article XII of the BCA shall apply to this Closing Agreement, mutatis mutandis, as if set out in full herein.

{Remainder of page intentionally left blank. Signature page follows}

To indicate your acceptance to the provisions of this Closing Agreement, please sign in the space provided below.

Very truly yours,

VEEA INC.

By:	/s/ Janice Smith
	Name:	Janice Smith
	Title:	Chief Operating Officer

Acknowledged and agreed, effective as of the date first set forth above:

PLUM ACQUISITION CORP. I

By:	/s/ Kanishka Roy
	Name:	Kanishka Roy
	Title:	President & Co-CEO

PLUM SPAC MERGER SUB, INC.

By:	/s/ Kanishka Roy
	Name:	Kanishka Roy
	Title:	President & Co-CEO

PLUM PARTNERS LLC

By:	/s/ Kanishka Roy
	Name:	Kanishka Roy
	Title:	President & Co-CEO

{Signature Page to Closing Agreement}

Schedule 7.04 - Company Related Party Transactions

Advisory Services Agreement, dated as of October 16, 2018, by and between the Company and EWI Capital LLC.

Advisory Services Agreement, dated as of October 9, 2018, by and between the Company and Majorn Corp.

Second Amended and Restated Investors’ Rights Agreement, dated as of October 11, 2023, as amended, by and among the Company and each of the stockholders of the Company party thereto from time to time.

Exhibit 10.9

AMENDED AND RESTATED

REGISTRATION RIGHTS AGREEMENT

THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 13, 2024, is made and entered into by and among Plum Acquisition Corp. I, a Cayman Islands exempted company (“Plum”), Veea Inc., a Delaware corporation (“Veea”), Plum Partners, LLC, a Delaware limited liability company (the “Sponsor”), certain stockholders of Veea set forth on Schedule 1 hereto (such stockholders, the “Veea Holders”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (each a “Holder,” and collectively the “Holders”). This Agreement shall become effective upon the Closing (as defined in the Business Combination Agreement (as defined below)).

RECITALS

WHEREAS, Plum and the Sponsor are party to that certain Registration and Shareholder Rights Agreement, dated as of March 18, 2021 (the “Original RRA”);

WHEREAS, the Sponsor currently owns 4,557,346 shares of Plum’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”);

WHEREAS, on March 15, 2021, Plum and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement, pursuant to which the Sponsor agreed to purchase 6,000,000 warrants (or up to 6,600,000 warrants if the Underwriter’s (as defined below) option to purchase additional units in connection with Plum’s initial public offering is exercised in full) (the “Private Placement Warrants”), in a private placement transaction occurring simultaneously with the closing of the Plum’s initial public offering;

WHEREAS, in order to finance Plum’s transaction costs in connection with the Merger (as defined below), the Sponsor or certain of Plum’s officers or directors may, but are not obligated to, loan Plum funds as Plum may require, of which up to $1,500,000 of such loans may be convertible into an additional 1,000,000 Private Placement Warrants (the “Working Capital Warrants”);

WHEREAS, Plum has entered into that certain Business Combination Agreement, dated as of November 26, 2023 (as it may be amended or supplemented from time to time, the “Business Combination Agreement”), by and among Plum, Veea, and Plum SPAC Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Plum (“Merger Sub”);

WHEREAS, pursuant to the Business Combination Agreement and the transactions contemplated thereby, among other things, (i) Plum will be domesticated as a Delaware corporation (the “Domestication”) and be renamed “Veea Inc.” (Plum, following such domestication, the “Company”), and each Plum Class A Ordinary Share that is issued and outstanding immediately prior to the Domestication shall be converted automatically, on a one-for-one basis, into one share of Class A common stock, par value $0.0001 per share, of the Company (the “Company Common Stock”), (ii) Merger Sub will merge with and into Veea, with Veea continuing as the surviving corporation and a wholly-owned subsidiary of the Company (the “Merger”), (iii) the Veea Holders will receive shares of Company Common Stock and (iv) the Company Convertible Securities (as defined in the Business Combination Agreement) will be assumed by Plum and become convertible into shares of Company Common Stock;

WHEREAS, pursuant to Section 6.8 of the Original RRA, the provisions, covenants, and conditions set forth therein may be amended or modified upon the written consent of Plum and the Holders (as defined in the Original RRA) of at least a majority-in-interest of the Registrable Securities (as defined in the Original RRA) at the time in question, and the Sponsor is, and will be, a Holder (as defined in the Original RRA) of at least a majority-in-interest of the Registrable Securities as of the date hereof and as of the Closing; and

WHEREAS, the Company and the Sponsor desire to amend and restate the Original RRA in its entirety, and the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement, and terminate the Original RRA.

NOW, THEREFORE, in consideration of the mutual representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

ARTICLE 1

DEFINITIONS

1.1 Definitions. The terms defined in this Article I shall, for all purposes of this Agreement, have the respective meanings set forth below:

“Adverse Disclosure” shall mean any public disclosure of material non-public information, which disclosure, in the good faith judgment of the principal executive officer or principal financial officer of the Company, after consultation with counsel to the Company, (i) would be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein (in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading, (ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company has a bona fide business purpose for not making such information public.

“Agreement” shall have the meaning given in the Preamble.

“Board” shall mean the Board of Directors of the Company.

“Business Day” means a day other than a Saturday, Sunday or other day on which commercial banks in (i) New York, New York or (ii) Cayman Islands are authorized or required by Law to close.

“Commission” shall mean the U.S. Securities and Exchange Commission.

“Company” shall have the meaning given in the Recitals hereto.

“Company Common Stock” shall have the meaning given in the Recitals hereto.

“Demand Registration” shall have the meaning given in subsection 2.1.1.

“Demanding Holder” shall have the meaning given in subsection 2.1.1.

“Domestication” shall have the meaning given in the Recitals hereto.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as it may be amended from time to time.

“Form S-1” shall have the meaning given in subsection 2.1.1.

“Form S-3” shall have the meaning given in subsection 2.3.1.

“Holders” shall have the meaning given in the Preamble.

“Insider Letter” shall mean that certain letter agreement, dated March 18, 2021 and as amended as of the date hereof, by and between the Company, Veea, the Sponsor and each of the Company’s advisory board members, officers and directors.

“Lock-up Period” shall (i) with respect to the Sponsor, have the meaning set forth in that certain Plum Lock-Up Agreement, dated as of September 13, 2024, among Plum, the Sponsor, and certain other holders of Plum securities, and (ii) with respect to the Veea Holders, have the meaning set forth in those certain Company Lock-Up Agreements, dated as of September 13, 2024, among Plum and certain holders of Veea securities.

“Maximum Number of Securities” shall have the meaning given in subsection 2.1.4.

“Misstatement” shall mean an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus (in the case of a Prospectus, in the light of the circumstances under which they were made) not misleading.

“Permitted Transferees” shall mean a person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable Securities prior to the expiration of the Lock-up Period, if any.

“Piggyback Registration” shall have the meaning given in subsection 2.2.1.

“Private Placement Warrants” shall have the meaning given in the Recitals hereto.

“Prospectus” shall mean the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by any and all post-effective amendments and including all material incorporated by reference in such prospectus.

“Registrable Security” shall mean (a) the Company Common Stock, (b) the Private Placement Warrants (and any shares of Company Common Stock issued or issuable upon the exercise of such Private Placement Warrants), (c) the Working Capital Warrants (and any shares of Company Common Stock issued or issuable upon the exercise of such Working Capital Warrants), (d) any outstanding shares of Company Common Stock or any other equity security (including the shares of Company Common Stock issued or issuable upon the exercise of any other equity security or conversion of any warrants or equity awards of the Company, in each case held by a Holder immediately following the Closing (including any warrants or equity awards distributable pursuant to the Business Combination Agreement) of the Company held by a Holder as of immediately after the Closing, (e) any New Plum Common Shares issued as Earnout Consideration pursuant to Section 2.03 of the Business Combination Agreement, and (f) any other equity security of the Company issued or issuable with respect to any such shares of Company Common Stock by way of a share capitalization or share split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization; provided, however, that, as to any particular Registrable Security, such securities shall cease to be Registrable Securities when: (i) a Registration Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (ii) such securities shall have been otherwise transferred, new certificates for such securities not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of such securities shall not require registration under the Securities Act; (iii) such securities shall have ceased to be outstanding; or (iv) such securities have been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities transaction.

“Registration” shall mean a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.

“Registration Expenses” shall mean the out-of-pocket expenses of a Registration, including, without limitation, the following:

(A) all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority, Inc.) and any securities exchange on which the Company Common Stock is then listed;

(B) fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters in connection with blue sky qualifications of Registrable Securities);

(D) reasonable fees and disbursements of counsel for the Company;

(E) reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection with such Registration; and

(F) reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand Registration to be registered for offer and sale in the applicable Registration or the Takedown Requesting Holder initiating an Underwritten Shelf Takedown.

“Registration Statement” shall mean any registration statement that covers the Registrable Securities pursuant to the provisions of this Agreement, including the Prospectus included in such registration statement, amendments (including post-effective amendments) and supplements to such registration statement, and all exhibits to and all material incorporated by reference in such registration statement.

“Requesting Holder” shall have the meaning given in subsection 2.1.1.

“Securities Act” shall mean the Securities Act of 1933, as amended from time to time.

“Shelf” shall have the meaning given in subsection 2.3.1.

“Sponsor” shall have the meaning given in the Recitals hereto.

“Subsequent Shelf Registration” shall have the meaning given in subsection 2.3.2.

“Takedown Requesting Holder” shall have the meaning given in subsection 2.3.3.

“Underwriter” shall mean a securities dealer who purchases any Registrable Securities as principal in an Underwritten Offering and not as part of such dealer’s market-making activities.

“Underwritten Registration” or “Underwritten Offering” shall mean a Registration in which securities of the Company are sold to an Underwriter in a firm commitment underwriting for distribution to the public.

“Underwritten Shelf Takedown” shall have the meaning given in subsection 2.3.3.

“Working Capital Warrants” shall have the meaning given in the Recitals hereto.

ARTICLE 2

REGISTRATIONS

2.1 Demand Registration.

2.1.1 Request for Registration. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, at any time and from time to time on or after the Closing, the Holders of at least a majority in interest of the then-outstanding number of Registrable Securities (the “Demanding Holders”) may make a written demand for Registration of all or part of their Registrable Securities, which written demand shall describe the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written demand a “Demand Registration”). The Company shall, within five (5) Business Days of the Company’s receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in a Registration pursuant to a Demand Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting Holder”) shall so notify the Company, in writing, within three (3) Business Days after the receipt by the Holder of the notice from the Company. Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company, such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand Registration and the Company shall use best efforts to file, as soon thereafter as practicable, but not more than forty five (45) days immediately after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding Holders and Requesting Holders pursuant to such Demand Registration. Under no circumstances shall the Company be obligated to effect more than an aggregate of three (3) Registrations pursuant to a Demand Registration under this subsection 2.1.1 with respect to any or all Registrable Securities; provided, however, that a Registration shall not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Requesting Holders to be registered on behalf of the Requesting Holders in such Form S-1 Registration have been sold, in accordance with Section 3.1 of this Agreement; provided, further, that an Underwritten Shelf Takedown shall not count as a Demand Registration.

2.1.2 Effective Registration. Notwithstanding the provisions of subsection 2.1.1 above or any other part of this Agreement, a Registration pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the Commission with respect to a Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the Company has complied with all of its obligations under this Agreement with respect thereto; provided, further, that if, after such Registration Statement has been declared effective, an offering of Registrable Securities in a Registration pursuant to a Demand Registration is subsequently interfered with by any stop order or injunction of the Commission, federal or state court or any other governmental agency, the Registration Statement with respect to such Registration shall be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded or otherwise terminated and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing, but in no event later than five (5) days, of such election; provided, further, that the Company shall not be obligated or required to file another Registration Statement until the Registration Statement that has been previously filed with respect to a Registration pursuant to a Demand Registration becomes effective or is subsequently terminated.

2.1.3 Underwritten Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of the Registrable Securities pursuant to such Demand Registration shall be in the form of an Underwritten Offering, then the right of such Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten Offering to the extent provided herein. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the majority-in-interest of the Demanding Holders initiating the Demand Registration.

2.1.4 Reduction of Underwritten Offering. If the managing Underwriter or Underwriters in an Underwritten Registration pursuant to a Demand Registration, in good faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other shares of Company Common Stock or other equity securities that the Company desires to sell and the shares of Company Common Stock, if any, as to which a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by any other shareholders who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number of such securities, as applicable, the “Maximum Number of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration (such proportion is referred to herein as “Pro Rata”)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the shares of Company Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Company Common Stock or other equity securities of other persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements with such persons and that can be sold without exceeding the Maximum Number of Securities.

2.1.5 Demand Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration or a majority-in-interest of the Requesting Holders (if any), pursuant to a Registration under subsection 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of their intention to withdraw from such Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable Securities pursuant to such Demand Registration. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration prior to its withdrawal under this subsection 2.1.5.

2.2 Piggyback Registration.

2.2.1 Piggyback Rights. If, at any time on or after the Closing, the Company proposes to file a Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into equity securities, for its own account or for the account of shareholders of the Company (or by the Company and by the shareholders of the Company including, without limitation, pursuant to Section 2.1 hereof), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s existing shareholders, (iii) for an offering of debt that is convertible into equity securities of the Company, (iv) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (v) for a rights offering, (vi) for the exercise of any warrants or other Company Convertible Securities, (vii) for an equity line of credit, or (viii) for a dividend reinvestment plan, then the Company shall give written notice of such proposed filing to all of the Holders of Registrable Securities as soon as practicable but not less than seven (7) days before the anticipated filing date of such Registration Statement, which notice shall (A) describe the amount and type of securities to be included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters, if any, in such offering, and (B) offer to all of the Holders of Registrable Securities the opportunity to register the sale of such number of Registrable Securities as such Holders may request in writing within three (3) Business Days after receipt of such written notice (such Registration a “Piggyback Registration”); provided, that each such Holder agrees that the fact that such a notice has been delivered shall constitute material non-public confidential information. Subject to subsection 2.2.2, the Company shall, in good faith, cause such Registrable Securities to be included in such Piggyback Registration and shall use commercially reasonable efforts to cause the managing Underwriter or Underwriters of a proposed Underwritten Offering to permit the Registrable Securities requested by the Holders pursuant to this subsection 2.2.1 to be included in a Piggyback Registration on the same terms and conditions as any similar securities of the Company included in such Registration and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All such Holders proposing to distribute their Registrable Securities through an Underwritten Offering under this subsection 2.2.1 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Underwritten Offering by the Company. The notice periods set forth in this subsection 2.2.1 shall not apply to an Underwritten Shelf Takedown conducted in accordance with subsection 2.3.3.

2.2.2 Reduction of Piggyback Registration. If the managing Underwriter or Underwriters in an Underwritten Registration that is to be a Piggyback Registration (other than Underwritten Shelf Takedown), in good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that the dollar amount or number of shares of Company Common Stock that the Company desires to sell, taken together with (i) the shares of Company Common Stock, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which registration has been requested pursuant Section 2.2 hereof, and (iii) the shares of Company Common Stock, if any, as to which Registration has been requested pursuant to separate written contractual piggy-back registration rights of other shareholders of the Company, exceeds the Maximum Number of Securities, then:

(a) If the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the shares of Company Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1 hereof, Pro Rata based on the respective number of Registrable Securities that each Holder has so requested exercising its rights to register its Registrable Securities pursuant to subsection 2.2.1 hereof, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Company Common Stock, if any, as to which Registration has been requested pursuant to written contractual piggy-back registration rights of other shareholders of the Company, which can be sold without exceeding the Maximum Number of Securities;

(b) If the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall include in any such Registration (A) first, the shares of Company Common Stock or other equity securities, if any, of such requesting persons or entities, other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A) and (B), the shares of Company Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (A), (B) and (C), the shares of Company Common Stock or other equity securities for the account of other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons or entities, which can be sold without exceeding the Maximum Number of Securities.

2.2.3 Piggyback Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of his, her or its intention to withdraw from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such Piggyback Registration. The Company (whether on its own good faith determination or as the result of a request for withdrawal by persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback Registration prior to its withdrawal under this subsection 2.2.3.

2.2.4 Unlimited Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

2.3 Shelf Registrations.

2.3.1 The Holders of Registrable Securities may at any time, and from time to time, request in writing that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register the resale of any or all of their Registrable Securities on Form S-3 or similar short form registration statement that may be available at such time (“Form S-3”), or if the Company is ineligible to use Form S-3, on Form S-1; a registration statement filed pursuant to this subsection 2.3.1 (a “Shelf”) shall provide for the resale of the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested by, any Holder; provided, however, that the Company shall not be obligated to effect such request through an Underwritten Offering. Within five (5) days of the Company’s receipt of a written request from a Holder or Holders of Registrable Securities for a Registration on a Shelf, the Company shall promptly give written notice of the proposed Registration to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in such Registration shall so notify the Company, in writing, within five (5) Business Days after the receipt by the Holder of the notice from the Company. As soon as reasonably practicable thereafter, but not more than fifteen (15) days after the Company’s initial receipt of such written request for a Registration on a Shelf, the Company shall use commercially reasonable efforts to file a Shelf to register all or such portion of such Holder’s Registrable Securities as are specified in such written request, together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in the written notification given by such Holder or Holders; provided, however, that the Company shall not be obligated to effect any such Registration pursuant to this subsection 2.3.1 if the Holders of Registrable Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $10,000,000. The Company shall use commercially reasonable efforts to maintain each Shelf in accordance with the terms hereof, including to prepare and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep such Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities included on such Shelf. In the event the Company files a Shelf on Form S-1, the Company shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as practicable after the Company is eligible to use Form S-3.

2.3.2 If any Shelf ceases to be effective under the Securities Act for any reason at any time while Registrable Securities included thereon are still outstanding, the Company shall use its commercially reasonable efforts to as promptly as is reasonably practicable cause such Shelf to again become effective under the Securities Act (including obtaining the prompt withdrawal of any order suspending the effectiveness of such Shelf), and shall use its commercially reasonable efforts to as promptly as is reasonably practicable amend such Shelf in a manner reasonably expected to result in the withdrawal of any order suspending the effectiveness of such Shelf or file an additional registration statement (a “Subsequent Shelf Registration”) registering the resale of all Registrable Securities including on such Shelf, and pursuant to any method or combination of methods legally available to, and reasonably requested by, any Holder. If a Subsequent Shelf Registration is filed, the Company shall use its commercially reasonable efforts to (i) cause such Subsequent Shelf Registration to become effective under the Securities Act as promptly as is reasonably practicable after the filing thereof and (ii) keep such Subsequent Shelf Registration continuously effective, available for use and in compliance with the provisions of the Securities Act until such time as there are no longer any Registrable Securities included thereon. Any such Subsequent Shelf Registration shall be on Form S-3 to the extent that the Company is eligible to use such form. Otherwise, such Subsequent Shelf Registration shall be on another appropriate form. In the event that any Holder holds Registrable Securities that are not registered for resale on a delayed or continuous basis, the Company, upon request of a Holder shall promptly use its commercially reasonable efforts to cause the resale of such Registrable Securities to be covered by either, at the Company’s option, a Shelf (including by means of a post-effective amendment) or a Subsequent Shelf Registration and cause the same to become effective as soon as practicable after such filing and such Shelf or Subsequent Shelf Registration shall be subject to the terms hereof; provided, however, the Company shall only be required to cause such Registrable Securities to be so covered once annually after inquiry of the Holders.

2.3.3 Subject to Section 3.4, at any time and from time to time after a Shelf has been declared effective by the Commission, the Sponsor may request to sell all or any portion of its Registrable Securities in an underwritten offering that is registered pursuant to the Shelf (each, an “Underwritten Shelf Takedown”); provided that the Company shall only be obligated to effect an Underwritten Shelf Takedown if such offering shall include securities with a total offering price (including piggyback securities and before deduction of underwriting discounts) reasonably expected to exceed, in the aggregate, $10,000,000. All requests for Underwritten Shelf Takedowns shall be made by giving written notice to the Company at least five (5) Business Days prior to the public announcement of such Underwritten Shelf Takedown, which shall specify the approximate number of Registrable Securities proposed to be sold in the Underwritten Shelf Takedown and the expected price range (net of underwriting discounts and commissions) of such Underwritten Shelf Takedown. The Company shall include in any Underwritten Shelf Takedown the securities requested to be included by any holder (each a “Takedown Requesting Holder”) at least two (2) Business Days prior to the public announcement of such Underwritten Shelf Takedown pursuant to written contractual piggyback registration rights of such holder (including to those set forth herein). The Sponsor shall have the right to select the underwriter(s) for such offering (which shall consist of one or more reputable nationally recognized investment banks), subject to the Company’s prior approval which shall not be unreasonably withheld, conditioned or delayed. The Demanding Holders may demand an aggregate of not more than four (4) Underwritten Shelf Takedowns pursuant to this Agreement), and the Company is not obligated to effect (x) more than two (2) Underwritten Shelf Takedowns per year or (y) an Underwritten Shelf Takedown within sixty (60) days after the closing of a prior Underwritten Shelf Takedown. The Company shall use its commercially reasonable efforts to effect such Underwritten Shelf Takedowns, including the filing of any prospectus supplement or any post-effective amendments and otherwise taking any action necessary to include therein all disclosure and language deemed necessary or advisable by the Demanding Holder to effect such Underwritten Shelf Takedown. For purposes of clarity, any Registration effected pursuant to this subsection 2.3.3 shall not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.

2.3.4 If the managing Underwriter or Underwriters in an Underwritten Shelf Takedown, in good faith, advises the Company, the Sponsor and the Takedown Requesting Holders (if any) in writing that the dollar amount or number of Registrable Securities that the Sponsor and the Takedown Requesting Holders (if any) desire to sell, taken together with all other shares of Company Common Stock or other equity securities that the Company desires to sell, exceeds the Maximum Number of Securities, then the Company shall include in such Underwritten Shelf Takedown, as follows: (i) first, the Registrable Securities of the Sponsor that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (i), the shares of Company Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum Number of Securities has not been reached under the foregoing clauses (i) and (ii), the shares of Company Common Stock or other equity securities of the Takedown Requesting Holders, if any, that can be sold without exceeding the Maximum Number of Securities, determined Pro Rata based on the respective number of Registrable Securities that each Takedown Requesting Holder has so requested to be included in such Underwritten Shelf Takedown.

2.3.5 The Sponsor shall have the right to withdraw from an Underwritten Shelf Takedown for any or no reason whatsoever upon written notification to the Company and the Underwriter or Underwriters (if any) of its intention to withdraw from such Underwritten Shelf Takedown prior to the public announcement of such Underwritten Shelf Takedown. Notwithstanding anything to the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with an Underwritten Shelf Takedown prior to a withdrawal under this subsection 2.3.5.

2.4 Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) days prior to the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) days after the effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders prior to receipt of a Demand Registration pursuant to subsection 2.1.1 and it continues to actively employ, in good faith, all commercially reasonable efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the good faith judgment of the Board such Registration would be seriously detrimental to the Company and the Board concludes as a result that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be seriously detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer the filing of such Registration Statement. In such event, the Company shall have the right to defer such filing for a period of not more than sixty (60) days; provided, however, that the Company shall not defer its obligation in this manner more than once in any 12-month period. Notwithstanding anything to the contrary contained in this Agreement, no Registration shall be effected or permitted and no Registration Statement shall become effective, with respect to any (i) Sponsor Earnout Shares (as defined in the Sponsor Letter Agreement) or (ii) New Plum Common Shares issuable pursuant to Section 2.03 of the Business Combination Agreement, held by any Holder, until such Registerable Securities have vested pursuant to the terms of the Sponsor Letter Agreement or Business Combination Agreement, as applicable.

ARTICLE 3

COMPANY PROCEDURES

3.1 General Procedures. If at any time on or after the Closing the Company is required to effect the Registration of Registrable Securities, the Company shall use its commercially reasonable efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

3.1.1 prepare and file with the Commission as soon as reasonably practicable a Registration Statement with respect to such Registrable Securities and use its commercially reasonable efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities covered by such Registration Statement have been sold;

3.1.2 prepare and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the Prospectus, as may be requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules, regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;

3.1.3 prior to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters, if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities owned by such Holders;

3.1.4 prior to any public offering of Registrable Securities, use its commercially reasonable efforts to (i) register or qualify the Registrable Securities covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may request (or provide evidence satisfactory to such Holders that the Registrable Securities are exempt from such registration or qualification) and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then otherwise so subject;

3.1.5 cause all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued by the Company are then listed;

3.1.6 provide a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date of such Registration Statement;

3.1.7 advise each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding for such purpose and promptly use its commercially reasonable efforts to prevent the issuance of any stop order or to obtain its withdrawal if such stop order should be issued;

3.1.8 at least five (5) days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such Registration Statement or Prospectus (other than by way of a document incorporated by reference) furnish a copy thereof to each seller of such Registrable Securities or its counsel;

3.1.9 notify the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act, of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;

3.1.10 permit a representative of the Holders, the Underwriters, if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense, in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided, however, that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the Company, prior to the release or disclosure of any such information; and, provided further that such Holders, Underwriters, and their legal counsel must provide any comments promptly (and in any event with five (5) Business Days) after receipt of such Registration Statement;

3.1.11 obtain a “cold comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration, in customary form and covering such matters of the type customarily covered by “cold comfort” letters as the managing Underwriter may reasonably request, and reasonably satisfactory to a majority-in-interest of the participating Holders;

3.1.12 on the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion, dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily included in such opinions and negative assurance letters, and reasonably satisfactory to the Company;

3.1.13 in the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing Underwriter of such offering;

3.1.14 make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12) months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated thereafter by the Commission);

3.1.15 if the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $50,000,000, use its reasonable efforts to make available senior executives of the Company to participate in customary “road show” presentations that may be reasonably requested by the Underwriter in any Underwritten Offering; and

3.1.16 otherwise, in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection with such Registration.

3.2 Registration Expenses. The Registration Expenses of all Registrations shall be borne by the Company. It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and, other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal counsel representing the Holders.

3.3 Requirements for Participation in Underwritten Offerings. Notwithstanding anything in this Agreement to the contrary, if any Holder does not provide the Company with its requested Holder Information, the Company may exclude such Holder’s Registrable Securities from the applicable Registration Statement or Prospectus if the Company determines in good faith that such information is necessary to effect the Registration and such Holder continues thereafter to withhold such information. No person may participate in any Underwritten Offering for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person (i) agrees to sell such person’s securities on the basis provided in any underwriting arrangements approved by the Company and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.

3.4 Suspension of Sales; Adverse Disclosure. Upon receipt of written notice from the Company that a Registration Statement or Prospectus contains a Misstatement, each of the Holders shall forthwith discontinue disposition of Registrable Securities until it has received copies of a supplemented or amended Prospectus correcting the Misstatement (it being understood that the Company hereby covenants to prepare and file such supplement or amendment as soon as practicable after the time of such notice), or until it is advised in writing by the Company that the use of the Prospectus may be resumed. If the filing, initial effectiveness or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event more than sixty (60) days, determined in good faith by the Company to be necessary for such purpose. In the event the Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable Securities. The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights under this Section 3.4.

3.5 Reporting Obligations. As long as any Holder shall own Registrable Securities, the Company, at all times while it shall be a reporting company under the Exchange Act, covenants to use commercially reasonable efforts to file timely (or obtain extensions in respect thereof and file within the applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or 15(d) of the Exchange Act. The Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from time to time to enable such Holder to sell shares of Company Common Stock held by such Holder without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated thereafter by the Commission, to the extent that such rule or such successor rule is available to the Company), including providing any reasonably requested and customary legal opinions. Upon the request of any Holder, the Company shall deliver to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.

ARTICLE 4

INDEMNIFICATION AND CONTRIBUTION

4.1 Indemnification.

4.1.1 The Company agrees to indemnify, to the extent permitted by law, each Holder of Registrable Securities, its officers and directors and each person who controls such Holder (within the meaning of the Securities Act) against all losses, claims, damages, liabilities and expenses (including attorneys’ fees) caused by any untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as the same are caused by or contained in any information furnished in writing to the Company by such Holder expressly for use therein. The Company shall indemnify the Underwriters, their officers and directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to the indemnification of the Holder.

4.1.2 In connection with any Registration Statement in which a Holder of Registrable Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act) against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished in writing by such Holder expressly for use therein; provided, however, that the obligation to indemnify shall be several, not joint and several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. The Holders of Registrable Securities shall indemnify the Underwriters, their officers, directors and each person who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect to indemnification of the Company.

4.1.3 Any person entitled to indemnification herein shall (i) give prompt written notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. If such defense is assumed, the indemnifying party shall not be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably withheld). An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified party and any other of such indemnified parties with respect to such claim. No indemnifying party shall, without the consent of the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation.

4.1.4 The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive the transfer of securities. The Company and each Holder of Registrable Securities participating in an offering also agrees to make such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s or such Holder’s indemnification is unavailable for any reason.

4.1.5 If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided, however, that the liability of any Holder under this subsection 4.1.5 shall be limited to the amount of the net proceeds received by such Holder in such offering giving rise to such liability. The amount paid or payable by a party as a result of the losses or other liabilities referred to above shall be deemed to include, subject to the limitations set forth in subsections 4.1.1, 4.1.2 and 4.1.3 above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. The parties hereto agree that it would not be just and equitable if contribution pursuant to this subsection 4.1.5 were determined by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to in this subsection 4.1.5. No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution pursuant to this subsection 4.1.5 from any person who was not guilty of such fraudulent misrepresentation.

ARTICLE 5

MISCELLANEOUS

5.1 Notices. Any notice or communication under this Agreement must be in writing and given by (i) deposit in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested, (ii) delivery in person or by courier service providing evidence of delivery, or (iii) transmission by hand delivery, electronic mail, telecopy, telegram or facsimile. Each notice or communication that is mailed, delivered, or transmitted in the manner described above shall be deemed sufficiently given, served, sent, and received, in the case of mailed notices, on the third Business Day following the date on which it is mailed and, in the case of notices delivered by courier service, hand delivery, electronic mail, telecopy, telegram or facsimile, at such time as it is delivered to the addressee (with the delivery receipt or the affidavit of messenger) or at such time as delivery is refused by the addressee upon presentation. Any notice or communication under this Agreement must be addressed, if to the Company, to: Veea Inc., 164 E. 83rd Street, New York, NY 10028 Attention: Allen Salmasi; Janice K. Smith, with a copy (which shall not constitute notice) to; Ellenoff Grossman & Schole LLP, 1345 Avenue of the Americas, 11th Fl., New York, NY 10105, Attn: Stuart Neuhauser, Esq.; Matthew A. Gray, Esq., and, if to any Holder, at such Holder’s address or facsimile number as set forth in the Company’s books and records. Any party may change its address for notice at any time and from time to time by written notice to the other parties hereto, and such change of address shall become effective thirty (30) days after delivery of such notice as provided in this Section 5.1.

5.2 Assignment; No Third Party Beneficiaries.

5.2.1 This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned or delegated by the Company in whole or in part.

5.2.2 Prior to the expiration of the Lock-up Period, if any, no Holder may assign or delegate such Holder’s rights, duties or obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder to a Permitted Transferee upon receipt by the Company of (a) written notice from such Holder stating the name and address of the transferee and identifying the number of Registrable Securities with respect to which rights under this Agreement are being transferred and the nature of the rights so transferred, and (b) a written agreement from such Permitted Transferee agreeing to become bound by the transfer restrictions set forth in this Agreement. A Permitted Transferee of Registrable Securities who satisfies the conditions set forth in this subsection 5.2.2. shall henceforth be a “Holder” for purposes of this Agreement.

5.2.3 This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the parties and its successors and the permitted assigns of the Holders, which shall include Permitted Transferees.

5.2.4 This Agreement shall not confer any rights or benefits on any persons that are not parties hereto, other than as expressly set forth in this Agreement and Section 5.2 hereof.

5.2.5 No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment as provided in Section 5.1 hereof and (ii) the written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement). Any transfer or assignment made other than as provided in this Section 5.2 shall be null and void.

5.3 Severability. This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible that is valid and enforceable. The failure of any Holder to execute and deliver this Agreement shall not affect the rights of any other parties to this Agreement.

5.4 Counterparts. This Agreement may be executed in multiple counterparts (including facsimile or PDF counterparts), each of which shall be deemed an original, and all of which together shall constitute the same instrument, but only one of which need be produced.

5.5 Entire Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether oral or written, including, for the avoidance of doubt, the Original RRA.

5.6 Governing Law; Venue. NOTWITHSTANDING THE PLACE WHERE THIS AGREEMENT MAY BE EXECUTED BY ANY OF THE PARTIES HERETO, THE PARTIES EXPRESSLY AGREE THAT THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED UNDER THE LAWS OF THE STATE OF DELAWARE AS APPLIED TO AGREEMENTS AMONG DELAWARE RESIDENTS ENTERED INTO AND TO BE PERFORMED ENTIRELY WITHIN DELAWARE, WITHOUT REGARD TO THE CONFLICT OF LAW PROVISIONS OF SUCH JURISDICTION.

5.7 WAIVER OF TRIAL BY JURY. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE SPONSOR IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

5.8 Amendments and Modifications. Upon the written consent of the Company and the Holders of at least a majority in interest of the Registrable Securities at the time in question, compliance with any of the provisions, covenants and conditions set forth in this Agreement may be waived, or any of such provisions, covenants or conditions may be amended or modified; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely affects one Holder, solely in its capacity as a holder of the shares of the Company, in a manner that is materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. No course of dealing between any Holder or the Company and any other party hereto or any failure or delay on the part of a Holder or the Company in exercising any rights or remedies under this Agreement shall operate as a waiver of any rights or remedies of any Holder or the Company. No single or partial exercise of any rights or remedies under this Agreement by a party shall operate as a waiver or preclude the exercise of any other rights or remedies hereunder or thereunder by such party.

5.9 Titles and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement. Unless the context of this Agreement otherwise requires, (i) words using the singular or plural number also include the plural or singular number, respectively, (ii) the terms “hereof,” “herein,” “hereby,” “hereto” and derivative or similar words refer to this entire Agreement, (iii) the word “including” shall mean “including without limitation,” (iv) the word “or” shall be disjunctive but not exclusive and (v) the phrase “to the extent” means the degree to which a thing extends (rather than if).

5.10 Waivers and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive, provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance of any other obligations or acts.

5.11 Remedies Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed under this Agreement, the Holders may proceed to protect and enforce its rights by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law, in equity, by statute or otherwise.

5.12 Other Registration Rights. The Company represents and warrants that no person, other than a Holder of Registrable Securities, has any right to require the Company to register any securities of the Company for sale or to include such securities of the Company in any Registration filed by the Company for the sale of securities for its own account or for the account of any other person. Further, the Company represents and warrants that this Agreement supersedes any other registration rights agreement or agreement with similar terms and conditions and in the event of a conflict between any such agreement or agreements (including, for the avoidance of doubt, the Original RRA) and this Agreement, the terms of this Agreement shall prevail.

5.13 Term. This Agreement shall terminate upon the earlier of (i) the twelfth anniversary of the date of this Agreement and (ii) the date as of which (A) no Registrable Securities remain outstanding (but in no event prior to the applicable period referred to in Section 4(a)(3) of the Securities Act and Rule 174 thereunder (or any successor rule promulgated thereafter by the Commission)) or (B) the Holders of all Registrable Securities are permitted to sell all Registrable Securities without registration pursuant to Rule 144 (or any similar provision) under the Securities Act with no volume or other restrictions or limitations. The provisions of Article IV shall survive any termination. If the Business Combination Agreement is terminated in accordance with its terms prior to the Closing, then this Agreement shall automatically be null and void and the provisions of the Original RRA shall be automatically reinstated and in effect.

[SIGNATURE PAGES FOLLOW]

IN WITNESS WHEREOF, the undersigned have caused this Agreement to be executed as of the date first written above.

	COMPANY:

	PLUM ACQUISITION CORP. I

	By:	/s/ Kanishka Roy
	Name:	Kanishka Roy
	Title:	President and Co-CEO

	HOLDERS:

	PLUM PARTNERS, LLC

	By:	/s/ Kanishka Roy
	Name:	Kanishka Roy
	Title:	President and Co-CEO

	VEEA HOLDERS:

	By:	/s/ Allen Salmasi
	Name:	Allen Salmasi
	Title:

Exhibit 10.10

EXECUTION VERSION

LOCK-UP AGREEMENT

This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 13, 2024, by and among (i) Plum Acquisition Corp. I, a Cayman Islands exempted company limited by shares (the “Purchaser”), and (ii) the undersigned party (“Holder”). Any capitalized term used but not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Business Combination Agreement (as defined below).

WHEREAS, on November 27, 2023, the Purchaser, Veea Inc., a Delaware corporation (“Veea”), and Plum SPAC Merger Sub, Inc., a Delaware corporation (“Merger Sub”), entered into that certain Business Combination Agreement (as amended from time to time in accordance with the terms thereof, the “Business Combination Agreement”), pursuant to which, among other things, (i) Purchaser shall transfer by way of continuation from the Cayman Islands to the State of Delaware and domesticate as a Delaware corporation in accordance with Section 388 of the DGCL and Part XII of the Cayman Islands Act (the “Domestication”), subject to the terms and conditions of the Business Combination Agreement, upon the consummation of the transactions contemplated thereby (the “Closing”), (ii) Merger Sub shall merge with and into Veea, with Veea continuing as the surviving entity (the “Merger”), and, in connection therewith, each issued and outstanding security of Veea immediately prior to the Effective Time shall no longer be outstanding and shall automatically be cancelled, in exchange for the right to receive a portion of the Transaction Consideration, in each case, on the terms and subject to the conditions set forth in the Business Combination Agreement, and in accordance with the applicable provisions of the Cayman Islands Companies Act, Law 32, the DGCL and other applicable Law;

WHEREAS, as of the date hereof, Holder is a holder of securities of Veea in such amounts as set forth underneath Holder’s name on the signature page hereto; and

WHEREAS, pursuant to the Business Combination Agreement, and in view of the valuable consideration to be received by Holder thereunder, the parties desire to enter into this Agreement, pursuant to which the Restricted Securities (as defined below) shall become subject to limitations on disposition as set forth herein.

NOW, THEREFORE, in consideration of the premises set forth above, which are incorporated in this Agreement as if fully set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, the parties hereby agree as follows:

1. Lock-Up Provisions.

(a) Subject to the exceptions set forth herein, during the period (the “Lock-Up Period”) commencing from the Closing and ending on:

(i) with respect to one-third (1/3) of the Restricted Securities, the earliest of (x) the six (6) -month anniversary of the date of the Closing (the “Expiration Date”), (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $12.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a liquidation, merger, share exchange or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their equity holdings in the Purchaser for cash, securities or other property (a “Change of Control”);

(ii) with respect to one-third (1/3) of the Restricted Securities, the earliest of (x) the Expiration Date, (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $15.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of Control; and

(iii) with respect to one-third (1/3) of the Restricted Securities, the earliest of (x) the Expiration Date, (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $17.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of Control.

Holder hereby agrees not to: (A) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities, or (C) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (A) or (B) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (A), (B) or (C), a “Transfer”). For purposes hereof, “Restricted Securities” shall mean the Transaction Consideration received by Holder in connection with the Transactions (including all such securities, together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted), but, for the avoidance of doubt, shall exclude (1) any New Plum Common Shares acquired as part of a Company Financing and (2) any New Plum Common Shares or other securities convertible into or exercisable or exchangeable for New Plum Common Shares acquired by Holder in open market transactions after the Closing.

(b) For the avoidance or doubt, the restrictions set forth in Section 1(a) shall not apply to:

(i) Transfers (A) by gift, will or intestate succession upon the death of Holder, (B) to any Permitted Transferee (as defined below), (C) pursuant to a court order or settlement agreement related to the distribution of assets in connection with the dissolution of marriage or civil union, or (D) to an unaffiliated charity or educational institution;

(ii) pledges of any Restricted Securities held by such Holder to a financial institution that create a mere security interest in such Restricted Securities pursuant to a bona fide loan or indebtedness transaction so long as such Holder continues to control the exercise of the voting rights of such pledged Restricted Securities as well as any foreclosures on such pledged Restricted Securities;

(iii) Transfers to the Purchaser to satisfy tax withholding obligations pursuant to the Purchaser’s equity incentive plans or arrangements;

(iv) Transfers to the Purchaser or Veea pursuant to any contractual arrangement in effect at the Closing that provides for the repurchase by the Purchaser or Veea or forfeiture of such Holder’s Restricted Securities in connection with the termination of such Holder’s service to the Purchaser or Veea, which Transfers are effectuated in accordance with the terms of such contractual arrangement; and

(v) the entry, by Holder, at any time after the Closing, of any trading plan providing for the sale of New Plum Common Shares by Holder, which trading plan meets the requirements of Rule 10b5-1(c) under the Securities Exchange Act of 1934, as amended, provided, however, that such plan does not provide for, or permit, the sale of any New Plum Common Shares during the Lock-Up Period;

provided, however, that in the case of clauses (i) and (ii) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of any such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: with respect to Holder, (1) if such Holder is an individual, (A) the members of such Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse, the siblings of such person and his or her spouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings), (B) any transferee pursuant to a qualified domestic relations order or by virtue of laws of descent and distribution upon death of such Holder, (C) a partnership, limited liability company or other entity of which such Holder and/or the immediate family of such Holder are the legal and beneficial owner of all of the outstanding equity securities or similar interests, and (D) any trust for the direct or indirect benefit of such Holder or the immediate family of such Holder, (2) if such Holder is a trust, the trustor or beneficiary of such trust or the estate of a beneficiary of such trust, (3) if such Holder is an entity, (x) as a distribution to limited partners, shareholders, members, or owners of similar equity interests in such Holder upon the liquidation and dissolution of such Holder, and (y) such Holder’s officers or directors or immediate family members of any of such Holder’s officers or directors, and (4) any affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of Holder. Holder further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.

(c) If any Transfer is made or attempted contrary to the provisions of this Agreement, such purported Transfer shall be null and void ab initio, and the Purchaser shall refuse to recognize any such purported transferee of the Restricted Securities as one of its equity holders for any purpose. In order to enforce this Section 1, the Purchaser may impose stop-transfer instructions with respect to the Restricted Securities of Holder (and Permitted Transferees and assigns thereof) until the end of the Lock-Up Period.

(d) During the Lock-Up Period, each certificate evidencing any Restricted Securities shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF SEPTEMBER 13, 2024, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS THE SAME MAY BE AMENDED, RESTATED, SUPPLEMENTED AND/OR MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH ITS TERMS. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

(e) For the avoidance of any doubt, Holder shall retain all of its rights as a stockholder of the Purchaser with respect to the Restricted Securities during the Lock-Up Period, including the right to vote any Restricted Securities, but subject to the terms of the Business Combination Agreement.

2. Miscellaneous.

(a) Termination of Business Combination Agreement. Notwithstanding anything to the contrary contained herein, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect upon the earlier of (i) the termination of the Business Combination Agreement pursuant to its terms and (ii) the date on which none of the Purchaser or any holder of Restricted Securities has any rights or obligations hereunder.

(b) Binding Effect; Assignment. This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other party hereto, except that (i) the Purchaser may freely assign any or all of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation, equity sale, asset sale or otherwise) without obtaining the consent or approval of Holder, provided, that no such assignment shall relieve the assigning party of its obligations hereunder, and (ii) for the avoidance of doubt, in connection with a transfer of any Restricted Securities in accordance with the terms of this Agreement, any transferee to whom such Restricted Securities are transferred shall thenceforth be entitled to all the rights and be subject to all the obligations under this Agreement.

(c) Third Parties. Nothing contained in this Agreement or in any instrument or document executed by any party in connection with the transactions contemplated hereby shall create any rights in, or be deemed to have been executed for the benefit of, any person or entity that is not a party hereto or thereto or a successor or permitted assign of such a party.

(d) Governing Law; Jurisdiction. This Agreement and any dispute or controversy arising out of or relating to this Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to the conflict of law principles thereof. All Actions arising out of or relating to this Agreement shall be heard and determined exclusively in the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction over a particular matter, any U.S. state or federal court located in the State of Delaware (or in any appellate court thereof) (the “Specified Courts”). Each party hereto hereby (i) submits to the exclusive jurisdiction of any Specified Court for the purpose of any Action arising out of or relating to this Agreement brought by any party hereto and (ii) irrevocably waives, and agrees not to assert by way of motion, defense or otherwise, in any such Action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the Action is brought in an inconvenient forum, that the venue of the Action is improper, or that this Agreement or the transactions contemplated hereby may not be enforced in or by any Specified Court. Each party agrees that a final judgment in any Action shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by Law. Each party irrevocably consents to the service of the summons and complaint and any other process in any other action or proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 2(g). Nothing in this Section 2(d) shall affect the right of any party to serve legal process in any other manner permitted by applicable Law.

(e) WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY WITH RESPECT TO ANY ACTION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY. EACH PARTY HERETO (I) CERTIFIES THAT NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF ANY ACTION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 2(e).

(f) Interpretation. The titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used in this Agreement shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) “including” (and with correlative meaning “include”) means including without limiting the generality of any description preceding or succeeding such term and shall be deemed in each case to be followed by the words “without limitation”; (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import in this Agreement shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement; and (iv) the term “or” means “and/or”. The parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

(g) Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered (i) in person, (ii) by e-mail (having obtained electronic delivery confirmation thereof (i.e., an electronic record of the sender that the e-mail was sent to the intended recipient thereof without an “error” or similar message that such e-mail was not received by such intended recipient), (iii) one (1) Business Day after being sent, if sent by reputable, nationally recognized overnight courier service, or (iv) three (3) Business Days after being mailed, if sent by registered or certified mail, pre-paid and return receipt requested, in each case to the applicable party at the following addresses (or at such other address for a party as shall be specified by like notice):

If to the Purchaser at or prior to the Closing, to:

Plum Acquisition Corp. I
2021 Fillmore St. #2089
San Francisco, California
Attn: Kanishka Roy; Mike Dinsdale
E-mail: kanishka@plumpartners.com;

mike@plumpartners.com

with a copy (which will not constitute notice) to:

Hogan Lovells US LLP
390 Madison Avenue
New York, NY 10017
Attn: Richard Aftanas; John Duke
E-mail: richard.aftanas@hoganlovells.com;

john.duke@hoganlovells.com

If to the Purchaser after the Closing, to:

Allen Salmasi
164 E 83^rd Street
New York, NY 10028
Attn: Allen Salmasi; Janice K. Smith;
E-mail: allen@veea.com; janice@veea.com

with a copy (which will not constitute notice) to:

Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
Attn: Stuart Neuhauser, Esq.;

Matthew Gray, Esq.
E-mail: sneuhauser@egsllp.com;
mgray@egsllp.com

If to any Holder, to:

the address set forth below Holder’s name on the signature page to this Agreement

with a copy (which will not constitute notice) to:

Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Floor
New York, New York 10105
Attn:    Stuart Neuhauser, Esq.;
             Matthew Gray, Esq.
E-mail: sneuhauser@egsllp.com;
             mgray@egsllp.com

(h) Amendments and Waivers. Any term of this Agreement may be amended and the observance of any term of this Agreement may be waived (either generally or in a particular instance, and either retroactively or prospectively) only with the written consent of the Purchaser and Holder. No failure or delay by a party in exercising any right hereunder shall operate as a waiver thereof. No waivers of or exceptions to any term, condition, or provision of this Agreement, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, condition, or provision.

(i) Severability. In case any provision in this Agreement shall be held invalid, illegal or unenforceable in a jurisdiction, such provision shall be modified or deleted, as to the jurisdiction involved, only to the extent necessary to render the same valid, legal and enforceable, and the validity, legality and enforceability of the remaining provisions hereof shall not in any way be affected or impaired thereby nor shall the validity, legality or enforceability of such provision be affected thereby in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or incapable of being enforced, the parties shall substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out, so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

(j) Specific Performance. Holder acknowledges that Holder’s obligations under this Agreement are unique, recognizes and affirms that in the event of a breach of this Agreement by Holder, money damages will be inadequate and the Purchaser may not have an adequate remedy at law, and agrees that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed by Holder in accordance with their specific terms or were otherwise breached. Accordingly, the Purchaser shall be entitled to seek an injunction or restraining order to prevent breaches of this Agreement by Holder and to enforce specifically the terms and provisions hereof, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which the Purchaser may be entitled under this Agreement, at law or in equity.

(k) Entire Agreement. This Agreement constitutes the full and entire understanding and agreement among the parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled; provided, that, for the avoidance of doubt, the foregoing shall not affect the rights and obligations of the parties under the Business Combination Agreement or any Ancillary Document. Notwithstanding the foregoing, nothing in this Agreement shall limit any of the rights or remedies of the Purchaser or any of the obligations of Holder under any other agreement between Holder and the Purchaser or any certificate or instrument executed by Holder in favor of the Purchaser, and nothing in any other agreement, certificate or instrument shall limit any of the rights or remedies of the Purchaser or any of the obligations of Holder under this Agreement.

(l) Further Assurances. From time to time, at a party’s request and without further consideration (but at the requesting party’s reasonable cost and expense), each party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

(m) Counterparts; Electronic Delivery. This Agreement may be executed in one or more counterparts, and by the different parties hereto in separate counterparts, each of which when executed shall be deemed to be an original but all of which taken together shall constitute one and the same agreement. A photocopy, faxed, scanned and/or e-mailed copy of this Agreement or any signature page to this Agreement, shall have the same validity and enforceability as an originally signed copy.

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

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

	Purchaser:

	PLUM ACQUISITION CORP. I

	By:	/s/ Kanishka Roy
	Name:	Kanishka Roy
	Title:	President & Co-CEO

Signature Page to the Lock-Up Agreement

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

Holder:

Name of Holder:

Allen Salmasi

By:	/s/ Allen Salmasi
Name:	Allen Salmasi
Title:

Number and Type of Company Securities Owned:

Veea Inc. Common Stock:_____________________________________________________

Veea Inc. Series A Preferred Stock:______________________________________________

Veea Inc. Series A-1 Preferred Stock:_____________________________________________

Veea Inc. Series A-2 Preferred Stock:_____________________________________________

Other Convertible Securities of Veea Inc.: _________________________________________

Address for Notices:

Address:________________________________________

________________________________________

Telephone No.:________________________________________

E-mail:________________________________________

Signature Page to the Lock-Up Agreement

Exhibit 10.11

EXECUTION VERSION

NOTE CONVERSION AGREEMENT

This Note Conversion Agreement (this “Agreement”), is made and entered into as of September 13, 2024, by and among (i) Veea Inc., a Delaware corporation (together with its successors, including after giving effect to the Merger (as defined below), the “Company”), (ii) Plum Acquisition Corp. I, a Cayman Islands exempted company limited by shares (together with its successors, including after giving effect to the Domestication (as defined below), “Pubco”), and (iii) Nicole Salmasi, Allen Salmasi and NLabs Inc. (each, a “Noteholder” and collectively the “Noteholders”). The Company, Pubco and the Noteholders are each sometimes referred to herein individually as a “Party” and collectively as the “Parties”. Capitalized terms used and not otherwise defined herein shall have the meanings given to those terms in the Notes (as hereinafter defined).

WHEREAS, the Company issued to the Noteholders bridge notes and/or demand notes, as applicable, with an issue date and having an initial principal amount as listed on Schedule 1 (collectively, the “Notes”);

WHEREAS, the Company has entered into a Business Combination Agreement, dated as of November 27, 2023 (as amended, the “BCA”) with Pubco and Plum SPAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Pubco (“Merger Sub”), pursuant to which, among other things, (i) Pubco shall change its jurisdiction of incorporation by transferring by way of continuation from a Cayman Islands exempted company limited by shares and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), and (ii) following the Domestication, Merger Sub shall merge with and into the Company, with the Company surviving the merger as a wholly-owned subsidiary of Pubco (the “Merger”, and together with the Domestication and the other transactions contemplated by the BCA, the “BCA Transactions”);

WHEREAS, the Parties have agreed that upon the consummation of the BCA Transactions (the “Closing”), the outstanding amounts due, including principal and accrued but unpaid interest, under the Notes shall automatically convert into shares of common stock, par value $0.0001 per share, of Pubco (“Pubco Common Stock”) at a price of Five U.S. Dollars ($5.00) per share (the “Per Share Price”), and upon which the Notes will thereupon be terminated and shall be of no further force and effect; and

WHEREAS, the Registration Statement on Form S-4 (Registration No. 333-276411) filed by Pubco with the SEC on May 15, 2024 (together with the Supplement No. 1 thereto filed with the SEC on May 29, 2024, the “S-4”) in connection with the BCA and the BCA Transactions registered up to a total of 1,442,392 shares of Pubco Common Stock to be issued in connection with this Agreement.

NOW THEREFORE, in consideration of the premises and the mutual covenants and agreements of the Parties hereinafter set forth, the Parties intending to be legally bound hereto hereby agree as follows:

1. Conversion of Notes. Each Noteholder hereby agrees, upon the terms and subject to the conditions set forth herein, that, upon the Closing, all of the obligations owed as of the Closing, including principal and accrued interest thereunder (the “Converted Obligations”), with respect to each Note listed next to such Noteholder’s name on Schedule 1 shall automatically convert (the “Conversion”) into shares of Pubco Common Stock at the Per Share Price (such shares, the “Conversion Shares”). An aggregate of up to 1,442,392 of the Conversion Shares (the “Registered Conversion Shares”) will be registered pursuant to the S-4, and the remaining Conversion Shares, if any (the “Unregistered Conversion Shares”) will not be registered and will be issued in a private placement between Pubco and the Noteholders. The Registered Conversion Shares will be allocated amongst the Noteholders pro rata based on the aggregate number of Conversion Shares to be received by each Noteholder. Notwithstanding anything to the contrary contained herein, no fraction of a share of Pubco Common Stock will be issued by virtue of the Conversion, and each Noteholder who would otherwise be entitled to a fraction of a share of Pubco Common Stock (after aggregating all fractional shares of Pubco Common Stock that otherwise would be received by such Noteholder pursuant to this Agreement) shall instead have the number of shares of Pubco Common Stock issued to such Noteholder rounded down in the aggregate to the nearest whole share. Each Noteholder shall (i) deliver the applicable Notes to the Company for cancellation and (ii) execute and deliver to the Company any and all additional documents reasonably required by the Company, Pubco or their respective counsels as shall be required for the issuance of the shares of Pubco Common Stock to such Noteholder in connection with the Conversion. Upon the Conversion, Pubco shall reflect such issuance of the Pubco Common Stock in its books and records. The Parties hereby further acknowledge and agree that the Conversion shall fully satisfy all of the Company’s obligations to the Noteholders under the Notes and that, immediately upon the consummation of the Conversion, the Notes and all obligations set forth therein and herein shall be deemed satisfied and repaid in full and the Notes and all such obligations shall be terminated and cancelled in their entirety.

2. Registration Rights.

(a) Pubco agrees that, within thirty (30) calendar days after the Closing (the “Filing Deadline”), Pubco will file with the U.S. Securities and Exchange Commission (the “SEC”), at Pubco’s sole cost and expense, a registration statement (the “Registration Statement”) registering the resale of the Conversion Shares by the Noteholders under the Securities Act of 1933, as amended (the “Securities Act”) (including any Registered Conversion Shares to the extent that such shares are “control securities” under the Securities Act at the timing of the filing of the Registration Statement), and Pubco shall use its reasonable best efforts to have the Registration Statement declared effective as soon as practicable after the filing thereof. Pubco agrees that Pubco will use its reasonable best efforts to cause such Registration Statement or another registration statement (which may be a “shelf” registration statement) to remain effective with respect to each Noteholder’s Conversion Shares until the earlier of (i) two years from the issuance of the Conversion Shares, (ii) the date on which such Noteholder ceases to hold the Conversion Shares covered by such Registration Statement, or (iii) the first date on which such Noteholder can sell all of its Conversion Shares (or shares received in exchange therefor) under Rule 144 promulgated under the Securities Act (“Rule 144”) without limitation as to the manner of sale or the amount of such securities that may be sold. Each Noteholder agrees to disclose to Pubco (or its successor) upon request its beneficial ownership, as determined in accordance with Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), of the Conversion Shares to assist Pubco in making the determination described above. Pubco’s obligations to include each Noteholder’s Conversion Shares in the Registration Statement are contingent upon such Noteholder furnishing in writing to Pubco such information regarding such Noteholder, the securities of Pubco held by such Noteholder and the intended method of disposition of the Conversion Shares as shall be reasonably requested by Pubco to effect the registration of the Conversion Shares, and such Noteholder shall execute such documents in connection with such registration as Pubco may reasonably request that are customary of a selling shareholder in similar situations. If the SEC prevents Pubco from including any or all of the Conversion Shares proposed to be registered for resale under the Registration Statement due to limitations on the use of Rule 415 of the Securities Act for the resale of Pubco’s securities by the applicable shareholders or otherwise, (i) such Registration Statement shall register for resale such number of Pubco securities which is equal to the maximum number of Pubco securities as is permitted by the SEC and (ii) the number of Pubco securities to be registered for each selling shareholder named in the Registration Statement shall be reduced pro rata among all such selling shareholders (including pro rata amongst the Noteholders) and as promptly as practicable after being permitted to register additional Conversion Shares under Rule 415 under the Securities Act, Pubco shall file a new Registration Statement to register such Conversion Shares not included in the initial Registration Statement and cause such Registration Statement to become effective as promptly as practicable consistent with the terms of this Section 2. Pubco will provide a draft of the Registration Statement to the Noteholders for review reasonably in advance of filing the Registration Statement. In no event shall a Noteholder be identified as a statutory underwriter in the Registration Statement unless requested by the SEC; provided, that if the SEC requests that a Noteholder be identified as a statutory underwriter in the Registration Statement, such Noteholder will have an opportunity to withdraw from the Registration Statement. For purposes of clarification, any failure by Pubco to file the Registration Statement by the Filing Deadline shall not otherwise relieve Pubco of its obligations to file the Registration Statement or effect the registration of the Conversion Shares set forth in this Section 2. For as long as a Noteholder holds the Conversion Shares issued pursuant to this Agreement, Pubco will (i) make and keep public information available, as those terms are understood and defined in Rule 144, (ii) file in a timely manner all reports and other documents with the SEC required under the Exchange Act, as long as Pubco remains subject to such requirements, and (iii) provide all customary and reasonable cooperation necessary, in each case, to enable the such Noteholder to resell the Conversion Shares pursuant to the Registration Statement or Rule 144 (when Rule 144 becomes available to the Noteholder), as applicable.

(b) Pubco shall, at its sole expense, advise the Noteholders within five (5) business days: (i) when the Registration Statement or any amendment thereto has been filed with the SEC and when the Registration Statement or any post-effective amendment thereto has become effective; (ii) after it shall have received notice or obtained knowledge thereof, of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the initiation of any proceedings for such purpose; (iii) of the receipt by the of any notification with respect to the suspension of the qualification of the Conversion Shares included therein for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose; and (iv) subject to the provisions in this Agreement, of the occurrence of any event that requires the making of any changes in any Registration Statement or prospectus so that, as of such date, the statements therein do not include any untrue statements of a material fact and do not omit to state a material fact required to be stated therein or necessary to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made) not misleading. Upon the occurrence of any event contemplated in the foregoing clause (iv), except for such times as Pubco is permitted hereunder to suspend, and has suspended, the use of a prospectus forming part of the Registration Statement, Pubco shall use its reasonable best efforts to as soon as reasonably practicable prepare a post-effective amendment to the Registration Statement or a supplement to the related prospectus, or file any other required document so that, as thereafter delivered to purchasers of the Conversion Shares included therein, such prospectus will not include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading.

(c) Pubco may delay filing or suspend the use of the Registration Statement if it determines that in order for the Registration Statement to not contain a material misstatement or omission, an amendment thereto would be needed, or if such filing or use could materially affect a bona fide business or financing transaction of Pubco or would require premature disclosure of information that could materially adversely affect Pubco (each such circumstance, a “Suspension Event”); provided, that Pubco may not delay or suspend the Registration Statement on more than two (2) occasions or for more than sixty (60) consecutive calendar days, or more than one hundred twenty (120) total calendar days, in each case during any twelve (12)-month period. Upon receipt of any written notice from Pubco of the happening of any Suspension Event during the period that the Registration Statement is effective or if as a result of a Suspension Event the Registration Statement or related prospectus contains any untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made (in the case of the prospectus) not misleading, each Noteholder agrees that it will (i) immediately discontinue offers and sales of its Conversion Shares under the Registration Statement until such Noteholder receives (A) (x) copies of a supplemental or amended prospectus that corrects the misstatement(s) or omission(s) referred to above and (y) notice that any post-effective amendment has become effective or (B) notice from Pubco that it may resume such offers and sales, and (ii) maintain the confidentiality of any information included in such written notice delivered by Pubco unless otherwise required by applicable law. If so directed by Pubco, each Noteholder will deliver to Pubco or destroy all copies of the prospectus covering its Conversion Shares in such Noteholder’s possession; provided, however, that this obligation to deliver or destroy all copies of the prospectus covering the Conversion Shares shall not apply to (i) the extent such Noteholder is required to retain a copy of such prospectus (A) in order to comply with applicable legal, regulatory, self-regulatory or professional requirements or (B) in accordance with a bona fide pre-existing document retention policy or (ii) copies stored electronically on archival servers as a result of automatic data back-up.

(d) From and after the Closing, Pubco agrees to indemnify and hold each Noteholder, each person or entity, if any, who controls a Noteholder within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of a Noteholder within the meaning of Rule 405 under the Securities Act, and each broker, placement agent or sales agent to or through which a Noteholder effects or executes the resale of any Conversion Shares (collectively, the “Noteholder Indemnified Parties”), harmless against any and all losses, claims, damages and liabilities (including any reasonable out-of-pocket legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) (collectively, “Losses”) incurred by the Noteholder Indemnified Parties directly that are (i) caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any other registration statement which covers the Conversion Shares (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or (ii) caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, except, in the cases of both (i) and (ii), to the extent insofar as the same are (A) caused by or contained in any information or affidavit so furnished in writing to Pubco by such Noteholder for use therein, (B) in connection with any failure of such person to deliver or cause to be delivered a prospectus in a timely manner, (C) as a result of offers or sales effected by or on behalf of any person by means of a freewriting prospectus (as defined in Rule 405 under the Securities Act) that was not authorized in writing by Pubco, or (D) in connection with any offers or sales effected by or on behalf of such Noteholder in violation of this Agreement. Notwithstanding the forgoing, Pubco’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of Pubco (which consent shall not be unreasonably withheld, delayed or conditioned).

(e) From and after the Closing, each Noteholder agrees to, severally and not jointly with any other Noteholder or selling shareholders using the Registration Statement, indemnify and hold Pubco, and the officers, employees, directors, partners, members, attorneys and agents of Pubco, each person, if any, who controls Pubco within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act, and each affiliate of Pubco within the meaning of Rule 405 under the Securities Act (collectively, the “Pubco Indemnified Parties”) harmless against any and all Losses incurred by the Pubco Indemnified Parties directly that are caused by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or any other registration statement which covers the Conversion Shares (including, in each case, the prospectus contained therein) or any amendment thereof (including the prospectus contained therein) or caused by any omission or alleged omission to state therein a material fact necessary in order to make the statements therein (in the case of a prospectus, in the light of the circumstances under which they were made), not misleading, to the extent insofar as the same are caused by or contained in any information or affidavit so furnished in writing to Pubco by such Noteholder expressly for use therein. In no event shall the liability of a Noteholder under this Section 2(e) be greater in amount than the dollar amount of the net proceeds received by such Noteholder upon the sale of the Conversion Shares giving rise to such indemnification obligation. Notwithstanding the forgoing, a Noteholder’s indemnification obligations shall not apply to amounts paid in settlement of any Losses if such settlement is effected without the prior written consent of such Noteholder (which consent shall not be unreasonably withheld, delayed or conditioned).

3. Representations and Warranties of the Noteholders. Each Noteholder hereby represents and warrants to the Company and Pubco, severally and not jointly, as follows:

(a) Organization and Good Standing. If such Noteholder is an entity, such Noteholder is an entity duly formed or incorporated, validly existing and in good standing under the laws of the state in which it is so formed or incorporated. Such Noteholder has the requisite corporate or other organizational power and authority necessary to own, lease, and operate the properties it purports to own, operate, or lease and to carry on its business as it is now being conducted.

(b) Title to Notes. Such Noteholder is the sole owner of the applicable Notes held by such Noteholder, and shall be, at the time of the Conversion, the sole owner of the Notes, free and clear of all liens, charges, security interests, assessments, encumbrances, claims and restrictions of any kind, including any liability to or claims of any creditor of such Noteholder. Such Noteholder has not transferred or pledged any interest in the applicable Notes to any person, and such Noteholder has not granted any rights to purchase the applicable Notes to any other person.

(c) Authorization. Such Noteholder has the unrestricted right, power and authority to enter into this Agreement, to consummate the transactions hereunder and to perform its obligations hereunder. No consent, approval or authorization of or notice to any third party is necessary in connection with the performance by such Noteholder of its obligations under this Agreement, and such action does not and will not violate any agreement to which such Noteholder is a party or by which such Noteholder is otherwise bound. This Agreement has been duly and validly executed and delivered by such Noteholder and constitutes a legally valid and binding agreement of such Noteholder, enforceable against such Noteholder in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors’ rights and subject to a court’s discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies. If such Noteholder is an individual, such Noteholder has the legal capacity to enter into this Agreement and to consummate the transactions contemplated hereunder.

(d) Access to Information;. Such Noteholder acknowledges and agrees that it has received such information as it deems necessary in order to make an investment decision with respect to the Conversion and its investment in the Conversion Shares and made its own assessment and is satisfied concerning the relevant financial, tax and other economic considerations relevant to such Noteholder’s investment in the Conversion Shares. Such Noteholder represents and agrees that it and its professional advisor(s), if any, have had the full opportunity to ask the Company’s and Pubco’s management questions, receive such answers and obtain such information as such Noteholder has deemed necessary to make an investment decision with respect to the Conversion Shares. Such Noteholder has conducted its own investigation of the Company, Pubco and the Conversion Shares and such Noteholder has made its own assessment and has satisfied itself concerning the relevant tax and other economic considerations relevant to its investment in the Conversion Shares. Such Noteholder is entering into this Agreement and the transactions contemplated hereby relying entirely upon such independent evaluation and analysis and without reliance upon any oral or written representations of any kind or nature by the Company or Pubco or their respective directors, officers, employees or agents, except for the express representations and warranties contained in this Agreement. Such Noteholder acknowledges that, in make its decision to engage in the Conversion and invest in the Conversion Shares, such Noteholder is not relying upon any projections included in any of Pubco’s filings with the SEC. Such Noteholder is in receipt of and has carefully read and understands the following items (collectively, the “Disclosure Documents”): (i) the final prospectus of Pubco, dated as of March 15, 2021 and filed with the SEC on March 17, 2021 (File No. 333-253331) (the “IPO Prospectus”); (ii) each filing made by Pubco with the SEC following the filing of the IPO Prospectus through the date of this Agreement, including the definitive proxy statement of Pubco, filed with the SEC on May, 15, 2024, and the Supplement No. 1 thereto filed with the SEC on May 29, 2024, with respect to an extraordinary general meeting of Pubco’s shareholders seeking the approval of Pubco’s shareholders for the BCA Transaction and related matters; and (iii) the BCA, a copy of which has been filed by Pubco with the SEC. Such Noteholder understands the significant extent to which certain of the disclosures contained in items (i) and (ii) above shall no longer apply following the Closing.

(e) Investment Representations.

(i) Such Noteholder will be acquiring the Conversion Shares for its own account, not as a nominee or agent. Such Noteholder will not sell, assign or transfer any Conversion Shares at any time in violation of the Securities Act or applicable state securities laws or the terms of this Agreement. Such Noteholder acknowledges that the Unregistered Conversion Shares (and the Registered Conversion Shares to the extent that they are “control securities” under the Securities Act) cannot be sold unless subsequently registered under the Securities Act and applicable state securities laws or an exemption from such registration is available. Such Noteholder understands that the Unregistered Conversion Shares will (A) not have been (and upon their sale will not be) registered under the Securities Act or any state securities laws, (B) have been offered and be sold in reliance upon an exemption from the registration and prospectus delivery requirements of the Securities Act, and (C) be issued in reliance upon exemptions from the registration and prospectus delivery requirements of state securities laws which relate to private offerings. Pursuant to the foregoing, such Noteholder acknowledges that until such time as the resale of the Unregistered Conversion Shares (and the Registered Conversion Shares to the extent that they are “control securities” under the Securities Act) have been registered under the Securities Act or may otherwise may be sold pursuant to an exemption from registration, any certificates representing any Conversion Shares acquired by such Noteholder shall bear a customary restrictive legend (and a stop-transfer order may be placed against transfer of any certificates or book-entry notations evidencing such Conversion Shares) reflecting such limitations in form and substance reasonably acceptable to Pubco.

(ii) Such Noteholder has knowledge, skill and experience in financial, business and investment matters relating to an investment of this type and is capable of evaluating the merits and risks of such investment and protecting such Noteholder’s interest in connection with the acquisition of the Conversion Shares. Such Noteholder understands that the acquisition of the Conversion Shares is a speculative investment and involves substantial risks and that such Noteholder could lose its entire investment. Further, such Noteholder has (A) carefully read and considered the risks identified in the Disclosure Documents (as defined below) and (B) carefully considered and understands all of the risks related to the BCA Transactions, Pubco, the Company, the Conversion Shares and this Agreement. Such Noteholder has the ability to bear the economic risks of such Noteholder’s investment in Pubco, including a complete loss of the investment, and such Noteholder has no need for liquidity in such investment.

(iii) Such Noteholder acknowledges that it has been advised that: (A) the Conversion Shares have not been approved or disapproved by the SEC or any state securities commission, nor has the SEC or any state securities commission passed upon the accuracy or adequacy of any representations by Pubco or the Company, and any representation to the contrary is a criminal offense; (B) in making an investment decision, such Noteholder must rely on its own examination of Pubco, the Company, the BCA Transaction, the Conversion and the Conversion Shares, including the merits and risks involved, and the Conversion Shares have not been recommended by any federal or state securities commission or regulatory authority, and the foregoing authorities have not confirmed the accuracy or determined the adequacy of any representation (and any representation to the contrary is a criminal offense); (C) any Unregistered Conversion Shares will be “restricted securities” within the meaning of Rule 144 (and the Registered Conversion Shares may be “control securities” under the Securities Act), are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the Securities Act and applicable state securities laws, pursuant to registration or exemption therefrom. Such Noteholder is aware of the provisions of Rule 144 are not currently available and, in the future, may not become available for resale of any of the Conversion Shares and that Pubco is an issuer subject to Rule 144(i) under the Securities Act.

(iv) Such Noteholder is an “accredited investor” within the meaning of Rule 501 of Regulation D under the Securities Act, and such Noteholder has executed the Investor Questionnaire attached hereto as Exhibit A (the “Investor Questionnaire”) and shall provide to Pubco and the Company an updated Investor Questionnaire for any change in circumstances at any time on or prior to the Closing. As of the date of this Agreement, such Noteholder and its affiliates do not have, and during the thirty (30) day period prior to the date of this Agreement, such Noteholder and its affiliates have not, in a seller, transferor or other similar capacity, entered into, any “put equivalent position” as such term is defined in Rule 16a-1 of the Exchange Act or short sale positions with respect to the securities of Pubco. In addition, such Noteholder shall comply with all applicable provisions of Regulation M promulgated under the Securities Act. Such Noteholder has not been formed for the specific purpose of acquiring the Conversion Shares unless each beneficial owner of such Noteholder is qualified as an accredited investor within the meaning of Rule 501(a) of Regulation D promulgated under the Securities Act and has submitted information substantiating such individual qualification.

(v) Neither such Noteholder nor, to the extent it has them, any of its shareholders, members, managers, general or limited partners, directors, affiliates or executive officers (collectively with such Noteholder, the “Covered Persons”), are subject to any of the “Bad Actor” disqualifications described in Rule 506(d) under the Securities Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). Such Noteholder has exercised reasonable care to determine whether any Covered Person is subject to a Disqualification Event. The acquisition of Conversion Shares by such Noteholder will not subject Pubco or the Company to any Disqualification Event.

(f) Sanctions Laws. Neither such Noteholder nor any of its directors, managers, officers or owners are the subject of any U.S. Sanctions Laws, including any laws, regulations, executive orders, or other restrictions or prohibitions administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). Neither such Noteholder nor any of its directors, managers, officers or owners are: (A) designated on any list of restricted parties maintained by the U.S. Government, including OFAC’s Specially Designated Nationals and Blocked Persons List, the list of Foreign Sanctions Evaders, or the Sectoral Sanctions Identifications List, the U.S. Department of Commerce’s Denied Persons List or Entity List, or the U.S. Department of State’s Debarred List; or (B) located, organized, resident, or doing business in any country or territory that is, or whose government is, the subject of comprehensive territorial U.S. Sanctions Laws.

(g) Reliance; No Misstatements. Such Noteholder understands and confirms that Pubco and the Company will rely on the representations and covenants contained herein in effecting the transactions contemplated by this Agreement. All representations and warranties provided to Pubco or the Company furnished by or on behalf of such Noteholder, taken as a whole, are true and correct and do not contain any untrue statement of material fact or omit to state any material fact necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading. Such Noteholder agrees to notify Pubco and the Company immediately upon the occurrence of any event that would cause any representation, warranty, covenant or other statement contained in this Agreement to be false or incorrect or of any change in any statement made herein. Such Noteholder agrees that the Conversion and the issuance of the Conversion Shares by Pubco will constitute a reaffirmation of the acknowledgments, understandings, agreements, representations and warranties herein (as modified by any such notice) by such Noteholder as of the time of such Conversion.

4. Representations and Warranties of the Company and Pubco. Each of the Company and Pubco represents and warrants to the Noteholders as follows:

(a) Organization and Good Standing. Each such Party is a corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Each such Party has the requisite corporate power and authority necessary to own, lease, and operate the properties it purports to own, operate, or lease and to carry on its business as it is now being conducted.

(b) Authorization. Each such Party has the corporate power and authority to enter into this Agreement, to consummate the transactions hereunder and to perform its obligations hereunder. No consent, approval or authorization of or notice to any third party is necessary in connection with the performance by such Party of its obligations under this Agreement, and such action does not and will not in any material respect violate any agreement to which such Party is a party or by which it is otherwise bound. This Agreement has been duly and validly executed and delivered by each such Party and constitutes a legally valid and binding agreement of such Party, enforceable against such Party in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting generally the enforcement of creditors’ rights and subject to a court’s discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies.

(c) Issuance of Conversion Shares. Solely Pubco (and not the Company) represents and warrants to the Noteholders that, subject to the accuracy of the Noteholders’ representations and warranties in Section 3 above: (i) the Conversion Shares, when issued in accordance with this Agreement, will be duly authorized, validly issued, fully paid and non-assessable, free of any liens (other than those imposed by Pubco’s organizational documents, applicable securities laws or any Lock-Up Agreements to which the Noteholder may have entered into in connection with the Closing (a “Lock-Up Agreement”); (ii) it is not necessary to register the Unregistered Conversion Shares under the Securities Act in connection with the offer, sale and issue of the Unregistered Conversion Shares in the manner contemplated by this Agreement; and (iii) the Unregistered Conversion Shares are not being offered in a manner involving a public offering under, or in a distribution in violation of, the Securities Act, or any state securities laws.

5. Trust Account Waiver. Each Noteholder understands that, as described in the IPO Prospectus, Pubco has established a trust account (the “Trust Account”) containing the proceeds of its initial public offering and the overallotment securities acquired by its underwriters and from certain private placements occurring simultaneously with such initial public offering (including interest accrued from time to time thereon) for the benefit of Pubco’s public shareholders (including overallotment shares acquired by Pubco’s underwriters, the “Public Shareholders”), and that Pubco may disburse monies from the Trust Account only in the circumstances described in the IPO Prospectus. For and in consideration of Pubco entering into this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, each Noteholder hereby agrees on behalf of itself and its affiliates that, notwithstanding anything to the contrary in this Agreement, neither such Noteholder nor any of its affiliates do now or shall at any time hereafter have any right, title, interest or claim of any kind in or to any monies in the Trust Account or distributions therefrom to Public Shareholders (“Public Distributions”), or make any claim against the Trust Account or Public Distributions, with respect to any claims arising out of, resulting from, based upon, in connection with or relating to this Agreement or the transactions contemplated hereby, and regardless of whether such claim arises based on contract, tort, equity or any other theory of legal liability (collectively, the “Released Claims”). Each Noteholder on behalf of itself and its affiliates hereby irrevocably waives any Released Claims that such Noteholder or any of its affiliates may have against the Trust Account or Public Distributions now or in the future and will not seek recourse against the Trust Account or Public Distributions for any Released Claims. Each Noteholder acknowledges and agrees that such irrevocable waiver is material to this Agreement and specifically relied upon by Pubco and its affiliates to induce Pubco to enter in this Agreement, and such Noteholder further intends and understands such waiver to be valid, binding and enforceable against such Noteholder and each of its affiliates under applicable law. For the avoidance of doubt, this Section 5 shall not affect any rights of a Noteholder or its affiliates to receive distributions from the Trust Account in their capacities as Public Shareholders upon the redemption of their shares or the liquidation of Pubco pursuant to the terms of the Trust Account.

6. Miscellaneous.

(a) Termination. Notwithstanding anything to the contrary contained herein, in the event that the BCA is terminated in accordance with its terms prior to the Closing, this Agreement shall automatically terminate and become null and void, and the Parties shall not have any rights or obligations hereunder.

(b) Survival. All of the agreements, representations and warranties made by each Party hereto in this Agreement shall survive the Conversion and the consummation of the other transactions contemplated hereby.

(c) Fees and Expenses. Each Party will be responsible for each such Party’s own legal and other expenses incurred in connection with the preparation and negotiation of this Agreement and the consummation of the transactions contemplated hereby, including the Conversion.

(d) Further Assurances. From time to time, at another Party’s request and without further consideration (but at the requesting Party’s reasonable cost and expense), each Party shall execute and deliver such additional documents and take all such further action as may be reasonably necessary to consummate the transactions contemplated by this Agreement.

(e) Notices. All notices, consents, waivers and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) when delivered in person, (ii) when delivered by email, with affirmative confirmation of receipt, (iii) one business day after being sent, if sent by reputable, internationally recognized overnight courier service or (iv) three (3) business days after being mailed, if sent by registered or certified mail, prepaid and return receipt requested, in each case to the applicable Party at the following addresses (or at such other address for a Party as shall be specified by like notice):

If to Pubco at or after the Closing or to the Company at any time, to:

Veea Inc.
164 E. 83rd Street
New York, New York 10028
Attn: Janice K. Smith
Email: janice@veea.com

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

Ellenoff Grossman & Schole LLP
1345 Avenue of the Americas, 11th Fl.
New York, New York 10105
Attn: Stuart Neuhauser, Esq., Matthew A. Gray, Esq.
Email: sneuhauser@egsllp.com;
mgray@egsllp.com

If to Pubco prior to the Closing:

Plum Acquisition Corp. I
2021 Fillmore St. #2089
San Francisco, California
Attn: Kanishka Roy; Mike Dinsdale
Email: kanishka@plumpartners.com;
mike@plumpartners.com

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

Hogan Lovells US LLP
390 Madison Avenue
New York, NY 10017
Attn: Richard Aftanas; John Duke
Email: richard.aftanas@hoganlovells.com;
john.duke@hoganlovells.com

If to a Noteholder, to the address set forth underneath such Noteholder’s name on the signature pages hereto.

(f) Entire Agreement. This Agreement constitutes the entire agreement among the Parties with regard to the subject matter hereof, and supersedes any other agreements, representations or understandings (whether oral or written and whether express or implied) that relate to the subject matter hereof.

(g) Assignment; Successors and Assigns; No Third-Party Beneficiaries. Neither this Agreement nor any rights or obligations that may accrue to a Noteholder hereunder (other than the Conversion Shares acquired hereunder, if any, subject to applicable securities laws and any Lock-Up Agreement) may be transferred or assigned by such Noteholder without the prior written consent of the Company and Pubco, and any purported transfer or assignment without such consent shall be null and void ab initio. This Agreement shall be binding upon, and inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, successors, legal representatives, and permitted assigns, and the agreements, representations, warranties, covenants and acknowledgments contained herein shall be deemed to be made by, and be binding upon, such heirs, executors, administrators, successors, legal representatives and permitted assigns. Except for the rights of the Noteholder Indemnified Parties and the Pubco Indemnified Parties set forth in Sections 2(d) and 2(e), respectively, this Agreement shall not confer any rights or remedies upon any person other than the Parties hereto, and their respective successor and assigns.

(h) Amendment; Waiver. This Agreement may not be amended, modified or terminated except by an instrument in writing signed by each of the Parties hereto. This Agreement may not be waived except by an instrument in writing signed by the Party against whom enforcement of waiver is sought. No failure or delay by a Party in exercising any right hereunder shall operate as a waiver thereof nor shall any single or partial exercise thereof preclude any other or further exercise of any other right hereunder.

(i) Severability. If any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions of this Agreement shall not in any way be affected or impaired thereby and shall continue in full force and effect. Upon such determination that any provision is invalid, illegal or unenforceable, the Parties will substitute for any invalid, illegal or unenforceable provision a suitable and equitable provision that carries out so far as may be valid, legal and enforceable, the intent and purpose of such invalid, illegal or unenforceable provision.

(j) Governing Law; Jurisdiction; Jury Trial Waiver. This Agreement, and all actions or matters based hereon, or arising out of, under or in connection herewith, or any transaction contemplated hereby, shall be governed by, and construed in accordance with, the laws of the State of Delaware, without regard to principles relating to conflict of laws that would result in the application of the laws of any other jurisdiction. Each Party hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction of the Chancery Court of the State of Delaware (or, if the Chancery Court of the State of Delaware declines to accept jurisdiction, any federal court within State of Delaware), and any appellate courts thereof, in any action or proceeding arising out of or relating to this Agreement, and each Party hereby irrevocably and unconditionally (i) agrees not to commence any such action or proceeding except in such courts, (ii) agrees that any claim in respect of any such action or proceeding may be heard and determined in such court, (iii) waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any such action or proceeding in any such court, and (iv) waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Each Party agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each Party irrevocably consents to the service of the summons and complaint and any other process in any other proceeding relating to the transactions contemplated by this Agreement, on behalf of itself, or its property, by personal delivery of copies of such process to such party at the applicable address set forth in Section 6(e). Nothing in this Section 6(j) shall affect the right of any party to serve legal process in any other manner permitted by law. Each Party hereby knowingly, voluntarily and intentionally irrevocably waives the right to a trial by jury in respect to any litigation, dispute, claim, legal action or other legal proceeding based hereon, or arising out of, under, or in connection with, this Agreement or the transactions contemplated hereby.

(k) Specific Performance. The Parties hereto acknowledge and agree that irreparable damage may occur in the event that any of the provisions of this Agreement are not performed in accordance with their specific terms or are otherwise breached, and that monetary damages may not be an adequate remedy for such breach and the non-breaching Party shall be entitled to seek injunctive relief, in addition to any other remedy that such Party may have in law or in equity, and to enforce specifically the terms and provisions of this Agreement, without the requirement to post any bond or other security or to prove that money damages would be inadequate, this being in addition to any other right or remedy to which such Party may be entitled under this Agreement, at law or in equity.

(l) Public Disclosure. Each Noteholder hereby consents to the publication and disclosure in any press release issued by the Company or Pubco or Current Report on Form 8-K filed by Pubco with the SEC in connection with the execution and delivery of this Agreement and the filing of any related documentation by Pubco with the SEC (and, as and to the extent otherwise required by the federal securities laws or the SEC or any other securities authorities, any other documents or communications provided by the Company or Pubco to any governmental authority or to security holders of the Company or Pubco) of each Noteholder’s identity and beneficial ownership of Conversion Shares and Pubco Common Stock and the nature of such Noteholder’s commitments, arrangements and understandings under and relating to this Agreement and, if deemed appropriate by the Company or Pubco, a copy of this Agreement or the form hereof.

(m) Independent Nature of Investment. The obligations of each Noteholder under this Agreement are several and not joint with the obligations of any other Noteholder hereunder, and each Noteholder shall not be responsible in any way for the performance of the obligations of any other Noteholder under this Agreement. The decision of each Noteholder to participate in the Conversion and receive the Conversion Shares pursuant to this Agreement has been made by such Noteholder independently of any other Noteholder hereunder and independently of any information, materials, statements or opinions as to the business, affairs, operations, assets, properties, liabilities, results of operations, condition (financial or otherwise) or prospects of the Company, Pubco or any of their respective subsidiaries which may have been made or given by any other Noteholder or by any agent or employee of any other Noteholder, and neither such Noteholder nor any of its agents or employees shall have any liability to any other Noteholder (or any other person) relating to or arising from any such information, materials, statements or opinions. Nothing contained in this Agreement, and no action taken by any Noteholder pursuant hereto, shall be deemed to constitute any of the Noteholders together as a partnership, association, joint venture or any other kind of entity, or create a presumption that any of the Noteholders are in any way acting in concert or as a group with respect to such obligations or the transactions contemplated by this Agreement. Each Noteholder acknowledges that no other Noteholder has acted as an agent for such Noteholder in connection with making its investment decision hereunder and no other Noteholder will be acting as an agent of such Noteholder in connection with monitoring its investment in the Conversion Shares or enforcing its rights under this Agreement. Each Noteholder shall be entitled to independently protect and enforce its rights under this Agreement, and it shall not be necessary for any other Noteholder to be joined as an additional party in any proceeding for such purpose.

(n) Interpretation. The headings, titles and subtitles used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement. In this Agreement, unless the context otherwise requires: (i) any pronoun used shall include the corresponding masculine, feminine or neuter forms, and the singular form of nouns, pronouns and verbs shall include the plural and vice versa; (ii) the term “including” (and with correlative meaning “include”) shall be deemed in each case to be followed by the words “without limitation”; and (iii) the words “herein,” “hereto,” and “hereby” and other words of similar import shall be deemed in each case to refer to this Agreement as a whole and not to any particular section or other subdivision of this Agreement. As used in this Agreement, the term: (x) “business day” shall mean any day other than a Saturday, Sunday or a legal holiday on which commercial banking institutions in New York, New York are authorized to close for business (excluding as a result of “stay at home”, “shelter-in-place”, “non-essential employee” or any other similar orders or restrictions or the closure of any physical branch locations at the direction of any governmental authority so long as the electronic funds transfer systems, including for wire transfers, of commercially banking institutions in New York, New York are generally open for use by customers on such day); (y) “person” shall refer to any individual, corporation, partnership, trust, limited liability company or other entity or association, including any governmental or regulatory body, whether acting in an individual, fiduciary or any other capacity; and (z) “affiliate” shall mean, with respect to any specified person, any other person or group of persons acting together that, directly or indirectly, through one or more intermediaries controls, is controlled by or is under common control with such specified person (where the term “control” (and any correlative terms) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of such person, whether through the ownership of voting securities, by contract or otherwise). The Parties have participated jointly in the negotiation and drafting of this Agreement. Consequently, in the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the parties hereto, and no presumption or burden of proof shall arise favoring or disfavoring any party by virtue of the authorship of any provision of this Agreement.

(o) Counterparts. This Agreement may be executed in one or more counterparts (including by facsimile or electronic mail or in .pdf) and by different parties in separate counterparts, with the same effect as if all parties hereto had signed the same document. All counterparts so executed and delivered shall be construed together and shall constitute one and the same agreement.

{remainder of page intentionally left blank; signature page follows}

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed and delivered by their duly authorized representatives as of the date first above written.

	The Company:

	VEEA INC.

	By	/s/ Janice Smith
	Name:	Janice Smith
	Title:	Chief Operating Officer

	Pubco:

	PLUM ACQUISITION CORP. I

	By	/s/ Kanishka Roy
	Name:	Kanishka Roy
	Title:	Co-Chief Executive Officer and President

{Signature Page to Note Conversion Agreement}

	The Noteholders:

	NLABS INC.

	By	/s/ Janice Smith
	Name:	Janice Smith
	Title:	Senior Vice President

	Address for Notice:
	NLabs Inc.
	Address:

	Attn:
	Email:
	Telephone:

	/s/ Nicole Salmasi
	Nicole Salmasi

	Address for Notice:
	Nicole Salmasi
	Address:

	Email:
	Telephone:

	/s/ Allen Salmasi
	Allen Salmasi

	Address for Notice:
	Allen Salmasi
	Address:

	Email:
	Telephone:

{Signature Page to Note Conversion Agreement}

Exhibit 10.12

AMENDMENT NO. 1 TO LOCK-UP AGREEMENT

This Amendment No. 1 to the Lock-Up Agreement (the “Amendment”), dated September 11, 2024, by and between Plum Acquisition Corp. I, a Cayman Islands exempted company (“Purchaser”) and Polar Multi-Strategy Master Fund (“Holder”, collectively the “Parties”). All capitalized terms used but not defined herein shall have the respective meanings specified in the Business Combination Agreement.

WITNESSETH:

WHEREAS, the Parties entered into that Lock-Up Agreement, dated June 25, 2024 (the “Lock-Up Agreement”);

WHEREAS, Purchaser is a party to that certain business combination agreement, dated November 27, 2023, by and among Purchaser, Plum SPAC Merger Sub, Inc., and Veea Inc. (as amended from time to time, the “Business Combination Agreement”); and

WHEREAS, in connection with the closing of the transactions contemplated by the Business Combination Agreement (the “Closing”), the Parties desire to amend some of the obligations of the Parties as set forth in the Lock-Up Agreement.

NOW, THEREFORE, in consideration of the mutual promises, covenants and conditions herein contained, it is agreed as follows:

SECTION 1. AMENDMENTS TO LOCK-UP AGREEMENT

1.1	Section 1(a)(i) of the Lock-Up Agreement (Lock-Up Provisions) is hereby amended to replace Section 1(a)(i) in its entirety with the following:

“(i) with respect to one-third (1/3) of the Lock-up Shares (as defined in that certain Satisfaction Agreement dated June 20, 2024 by and between Holder, Purchaser and Plum Partners, LLC and as amended on September 11, 2024 (the “Satisfaction Agreement”)), the earliest of (x) the four (4)-month anniversary of the date of the Closing (the “Expiration Date”), (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $12.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a liquidation, merger, share exchange or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their equity holdings in the Purchaser for cash, securities or other property (a “Change of Control”);”

1.2	The signature page is hereby amended to replace the number and type of lock-up shares owned in its entirety as follows:

“

	Number and Type of Lock-up Shares Owned:

	Plum Class A Shares:	1,381,904

	Plum Warrants:

	Other convertible securities of Plum:


	Number and Type of Unrestricted Shares Owned:

	Plum Class A Shares:	50,000

	Plum Warrants:

	Other convertible securities of Plum:

”

SECTION 2. MISCELLANEOUS

2.1

Governing Law; Jurisdiction. The construction, interpretation and performance of this Amendment shall be governed by the laws of the State of Delaware. Any and all disputes which may arise between the Parties as a result of or in connection with this Amendment, its interpretation, performance or breach shall be brought and enforced in the courts of the state of Delaware.

2.2	Successors and Assigns. The provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the Parties; provided, however, that no party may assign its rights hereunder without the prior written consent of the other Parties.

2.3

Entire Agreement; Amendment. This Amendment, including its preamble and exhibits, and the other documents delivered pursuant thereto constitute the full and entire understanding and agreement between the Parties with regard to the subject matters hereof and thereof and supersede all prior agreements and understandings relating thereto. Neither this Amendment nor any term hereof may be amended, waived, discharged or terminated except by an instrument in writing signed by all the Parties.

2.3	Titles and Subtitles. The titles of the sections and subsections of this Amendment are for convenience of reference only and are not to be considered in construing this Amendment.

2.9	Counterparts. This Amendment may be signed in counterparts, each of which shall be deemed to be an original, and together shall constitute one and the same instrument. The Parties may execute this Amendment via facsimile.

[Signature Page Follows]

IN WITNESS WHEREOF the parties hereto have duly executed this Amendment as of the date first written above.

	PURCHASER:

	PLUM ACQUISITION CORP I

	By:	/s/ Kanishka Roy
	Name:	Kanishka Roy
	Title:	President & Co-Chief Executive Officer

	HOLDER:

	POLAR MULTI-STRATEGY FUND by
	its investment advisor
	Polar Asset Management Partners Inc.

	By:	/s/ Andrew Ma
	Name:	Andrew Ma
	Title:	CCO

	By:	/s/ Aatifa Ibrahim
	Name:	Aatifa Ibrahim
	Title:	Legal Counsel

[Signature Page to Amendment No. 1 to Lock-Up Agreement]

Exhibit 10.13

PLUM LOCK-UP AGREEMENT

This LOCK-UP AGREEMENT (this “Agreement”) is made and entered into as of September 11, 2024, by and among (i) Plum Acquisition Corp. I, a Cayman Islands exempted company limited by shares (the “Purchaser”), and (ii) the undersigned party (“Holder”). Any capitalized term used but not otherwise defined in this Agreement shall have the meaning ascribed to such term in the Business Combination Agreement (as defined below).

WHEREAS, Plum and Holder are party to that certain Engagement Letter dated as of November 5, 2022 (as amended pursuant to Amendment No. 1 and Amendment No. 2 to such Engagement Letter, dated as of November 13, 2023 and June 26, 2034, respectively, and as may be further amended, the “Engagement Letter”);

WHEREAS, as of the date hereof, pursuant to the Engagement Letter, Holder is a holder of the Acquired Shares (as defined in the Engagement Letter), in such types and amounts as set forth underneath Holder’s name on the signature page hereto; and

WHEREAS, pursuant to the Business Combination Agreement (as amended), and in view of the valuable consideration to be received by Holder thereunder, the parties desire to enter into this Agreement, pursuant to which the Acquired Shares shall become subject to limitations on disposition as set forth herein.

Lock-Up Provisions.

(a) Notwithstanding any terms to the contrary in the Engagement Letter, and subject to the exceptions set forth herein, during the period (the “Lock-Up Period”) commencing from the Closing and ending on:

(i) with respect to one-third (1/3) of the Lock-up Shares, the earliest of (x) the five (5)- month anniversary of the date of the Closing (the “Expiration Date”), (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $12.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a liquidation, merger, share exchange or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their equity holdings in the Purchaser for cash, securities or other property (a “Change of Control”);

(ii) with respect to one-third (1/3) of the Lock-up Shares, the earliest of (x) the Expiration Date, (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $15.00 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of Control; and

(iii) with respect to one-third (1/3) of the Lock-up Shares, the earliest of (x) the Expiration Date, (y) the date on which the closing price of the New Plum Common Shares on the Nasdaq (or other principal stock exchange or quotation service on which such shares then trade) equals or exceeds $17.50 per share (as equitably adjusted for stock splits, stock dividends, reorganizations and recapitalizations after the Closing) for any twenty (20) trading days within any thirty (30) trading day period commencing after the Closing, and (z) the date after the Closing on which the Purchaser consummates a Change of Control;

Holder hereby agrees not to: (A) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Lock-up Shares, (B) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-up Shares, or (C) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (A) or (B) above is to be settled by delivery of Lock-up Shares or other securities, in cash or otherwise (any of the foregoing described in clauses (A), (B) or (C), a “Transfer”). For purposes hereof, “Lock-up Shares” shall mean such number of shares as so indicated as set forth underneath Holder’s name in the signature page hereto (including all such securities, together with any securities paid as dividends or distributions with respect to such securities or into which such securities are exchanged or converted). For the avoidance of doubt, the Lock- up Shares shall exclude (1) any New Plum Common Shares acquired as part of a Company Financing and (2) any New Plum Common Shares or other securities convertible into or exercisable or exchangeable for New Plum Common Shares acquired by Holder in open market transactions after the Closing.

(b) For the avoidance or doubt, the restrictions set forth in Section 1(a) shall not apply to:

(ii) pledges of any Lock-up Shares held by such Holder to a financial institution that create a mere security interest in such Lock-up Shares pursuant to a bona fide loan or indebtedness transaction so long as such Holder continues to control the exercise of the voting rights of such pledged Lock-up Shares as well as any foreclosures on such pledged Lock-up Shares;

(iii) Transfers to the Purchaser to satisfy tax withholding obligations pursuant to the Purchaser’s equity incentive plans or arrangements;

(iv) Transfers to the Purchaser or Veea pursuant to any contractual arrangement in effect at the Closing that provides for the repurchase by the Purchaser or Veea or forfeiture of such Holder’s Lock-up Shares in connection with the termination of such Holder’s service to the Purchaser or Veea, which Transfers are effectuated in accordance with the terms of such contractual arrangement; and

provided, however, that in the case of clauses (i) and (ii) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser an agreement stating that the transferee is receiving and holding the Lock-up Shares subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of any such Lock-up Shares except in accordance with this Agreement. As used in this Agreement, the term “Permitted Transferee” shall mean: with respect to Holder, (1) if such Holder is an individual, (A) the members of such Holder’s immediate family (for purposes of this Agreement, “immediate family” shall mean with respect to any natural person, any of the following: such person’s spouse, the siblings of such person and his or her spouse, and the direct descendants and ascendants (including adopted and step children and parents) of such person and his or her spouses and siblings), (B) any transferee pursuant to a qualified domestic relations order or by virtue of laws of descent and distribution upon death of such Holder, (C) a partnership, limited liability company or other entity of which such Holder and/or the immediate family of such Holder are the legal and beneficial owner of all of the outstanding equity securities or similar interests, and (D) any trust for the direct or indirect benefit of such Holder or the immediate family of such Holder, (2) if such Holder is a trust, the trustor or beneficiary of such trust or the estate of a beneficiary of such trust, (3) if such Holder is an entity, (x) as a distribution to limited partners, shareholders, members, or owners of similar equity interests in such Holder upon the liquidation and dissolution of such Holder, and (y) such Holder’s officers or directors or immediate family members of any of such Holder’s officers or directors, and (4) any affiliate (as defined in Rule 405 under the Securities Act of 1933, as amended) of Holder. Holder further agrees to execute such agreements as may be reasonably requested by the Purchaser that are consistent with the foregoing or that are necessary to give further effect thereto.

(c) If any Transfer is made or attempted contrary to the provisions of this Agreement, such purported Transfer shall be null and void ab initio, and the Purchaser shall refuse to recognize any such purported transferee of the Lock-up Shares as one of its equity holders for any purpose. In order to enforce this Section 1, the Purchaser may impose stop-transfer instructions with respect to the Lock-up Shares of Holder (and Permitted Transferees and assigns thereof) until the end of the Lock-Up Period.

(d) During the Lock-Up Period, each certificate evidencing any Lock-up Shares shall be stamped or otherwise imprinted with a legend in substantially the following form, in addition to any other applicable legends:

“THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO RESTRICTIONS ON TRANSFER SET FORTH IN A LOCK-UP AGREEMENT, DATED AS OF SEPTEMBER 11, 2024, BY AND AMONG THE ISSUER OF SUCH SECURITIES (THE “ISSUER”) AND THE ISSUER’S SECURITY HOLDER NAMED THEREIN, AS THE SAME MAY BE AMENDED, RESTATED, SUPPLEMENTED AND/OR MODIFIED FROM TIME TO TIME IN ACCORDANCE WITH ITS TERMS. A COPY OF SUCH LOCK-UP AGREEMENT WILL BE FURNISHED WITHOUT CHARGE BY THE ISSUER TO THE HOLDER HEREOF UPON WRITTEN REQUEST.”

(e) For the avoidance of any doubt, Holder shall retain all of its rights as a stockholder of the Purchaser with respect to the Lock-up Shares during the Lock-Up Period, including the right to vote any Lock-up Shares, but subject to the terms of the Business Combination Agreement.

Miscellaneous.

(a) Termination of Business Combination Agreement. Notwithstanding anything to the contrary contained herein, this Agreement and all rights and obligations of the parties hereunder shall automatically terminate and be of no further force or effect upon the earlier of (i) the termination of the Business Combination Agreement pursuant to its terms and (ii) the date on which none of the Purchaser or any holder of Lock-up Shares has any rights or obligations hereunder.

(b) Binding Effect; Assignment. This Agreement shall be binding upon Holder upon Holder’s execution and delivery of this Agreement, but this Agreement shall only become effective upon the Closing. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. No party hereto shall assign this Agreement or any part hereof without the prior written consent of the other party hereto, except that (i) the Purchaser may freely assign any or all of its rights under this Agreement, in whole or in part, to any successor entity (whether by merger, consolidation, equity sale, asset sale or otherwise) without obtaining the consent or approval of Holder, provided, that no such assignment shall relieve the assigning party of its obligations hereunder, and (ii) for the avoidance of doubt, in connection with a transfer of any Lock-up Shares in accordance with the terms of this Agreement, any transferee to whom such Lock-up Shares are transferred shall thenceforth be entitled to all the rights and be subject to all the obligations under this Agreement.

If to the Purchaser at or prior to the Closing, to:

Plum Acquisition Corp. I
2021 Fillmore St. #2089
San Francisco, California

Attn: Kanishka Roy; Mike Dinsdale
E-mail: [omitted]

with a copy (which will not constitute notice) to:

Hogan Lovells US LLP
390 Madison Avenue
New York, NY 10017

Attn: Richard Aftanas; John Duke

E-mail: richard.aftanas@hoganlovells.com; john.duke@hoganlovells.com

If to the Purchaser after the Closing, to:

Veea Inc.

164 E 83^rd Street

New York, NY 10028

Attn: Allen Salmasi; Janice K. Smith;
E-mail: [omitted]

with a copy (which will not constitute notice) to:

Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas, 11^th Floor
New York, NY 10105

Attn: Stuart Neuhauser, Esq.;
Matthew Gray, Esq.

E-mail: sneuhauser@egsllp.com;
mgray@egsllp.com

If to any Holder, to:

the address set forth below Holder’s name on the signature page to this Agreement

with a copy (which will not constitute notice) to:

J.V.B. Financial Group, LLC
3 Columbus Circle, 24th Floor
New York, NY 10019
Attention: Jerry Serowik

Electronic Mail: jserowik@cohencm.com

[Remainder of Page Intentionally Left Blank; Signature Pages Follow]

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

	PLUM ACQUISITION CORP. I

	By:	/s/ Kanishka Roy
	Name:	Kanishka Roy
	Title:	President and Co-Chief Executive Officer

[Signature Page to Lock-Up Agreement]

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

Holder:

Name of Holder:	J.V.B. Financial Group, LLC,
	acting through its Cohen &
	Company Capital Markets
	division

By:	/s/ Jerry Serowik
Name:	Jerry Serowik
Title:	Senior Managing Director; Head of Capital Markets

Number and Type of Lock-up Shares Owned:
Plum Class A Shares:	335,000

Plum Warrants:

Other convertible securities of Plum:

Number and Type of Unrestricted Shares Owned:
Plum Class A Shares:	50,000

Plum Warrants:

Other convertible securities of Plum:

Address for Notices:

J.V.B. Financial Group, LLC 3
Columbus Circle, 24^th Floor
New York, NY 10019
Attention: General Counsel
Electronic Mail: gc@cohenandcompany.com

[Signature Page to Lock-Up Agreement]

Exhibit 10.14

FORM OF VEEA INC.
2024 EQUITY INCENTIVE PLAN

1.	Purpose. The purposes of the Veea Inc. 2024 Equity Incentive Plan (the “Plan”) are to:

(a)

attract, retain, and motivate Employees, Directors, and Consultants,

(b)

provide additional incentives to Employees, Directors, and Consultants, and

(c)

promote the success of the Company’s business,

by providing Employees, Directors, and Consultants with opportunities to acquire the Company’s Shares, or to receive monetary payments based on the value of such Shares. Additionally, the Plan is intended to assist in further aligning the interests of the Company’s Employees, Directors, and Consultants with those of the Company’s stockholders.

2.	Definitions. As used herein, the following definitions will apply:

(a)

“Administrator” means a committee of at least one Director of the Company as the Board may appoint to administer the Plan or, if no such committee has been appointed by the Board, the Board.

(b)

“Applicable Laws” means the requirements relating to the administration of equity-based awards or equity compensation plans under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Shares are listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

(c)

“Award” means, individually or collectively, a grant of Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, or Other Stock-Based Awards.

(d)

“Award Agreement” means the written or electronic agreement, consistent with the terms of the Plan, between the Company and the Participant, setting forth the terms, conditions, and restrictions applicable to each Award.

(e)

“Board” means the Company’s Board of Directors, as constituted from time to time and, where the context so requires, reference to the “Board” may refer to a committee to whom the Board has delegated authority to administer any aspect of the Plan.

(f)

“Business Combination Agreement” means that certain business combination agreement, dated as of November 27, 2023, by and among the Company (formerly, Plum Acquisition Corp. I), Veea Inc., and Plum SPAC Merger Sub, Inc., as the same may be amended, supplemented and/or restated in accordance with its terms.

(g)

“Cause” shall have the meaning ascribed to such term, or term of similar effect, in any offer letter, employment, consulting, severance, or similar agreement, including any Award Agreement, between the Participant and the Company or any Subsidiary; provided, that in the absence of an offer letter, employment, consulting, severance, or similar agreement containing such definition, “Cause” means:

(i)

Engagement in dishonesty, illegal conduct, or misconduct;

(ii)

Embezzlement, misappropriation, or fraud, whether or not related to the Participant’s employment with the Company or a Subsidiary;

(iii)

Conviction of or plea of guilty or nolo contendere to a crime that constitute a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude;

(iv)

A material failure to perform a Participant’s duties;

(v)

A material failure to comply with any valid and legal directive of a Participant’s direct supervisors involving the business of the Company or any Subsidiary;

(vi)

A material violation of a policy of the Company; or

(vii)

A material breach of any obligation under the Plan or any employment agreement with the Company or a Subsidiary;

provided that, in the case of clauses (iv) – (vii) above, the Company has given written notice to the Participant of such circumstances and which circumstances, if capable of being cured, has not been cured within fourteen (14) days after such notice.

(h)

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

(i)

any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act) (other than the Company, any of its Subsidiaries, any Permitted Holder, an employee benefit plan maintained by the Company 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 Company), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities;

(ii)

the consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;

(iii)

a change in the composition of the Board occurring within a two-year period, as a result of which fewer than a majority of the Directors are Incumbent Directors. “Incumbent Directors” means directors who either (A) are Directors as of the Effective Date, or (B) are elected, or nominated for election, to the Board 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); or

(iv)

the consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

Notwithstanding the foregoing, a transaction shall not constitute a Change in Control if its sole purpose is to change the jurisdiction of the Company’s incorporation or to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction. In addition, if a Change in Control constitutes a payment event with respect to any Award which provides for a deferral of compensation and is subject to Code Section 409A, then notwithstanding anything to the contrary in the Plan or applicable Award Agreement, the transaction with respect to such Award must also constitute a “change in control event” as defined in Treasury Regulation Section 1.409A-3(i)(5) to the extent required by Code Section 409A.

(i)

“Closing” means the consummation of the transactions contemplated by the Business Combination Agreement.

(j)

“Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code.

(k)

“Company” means Veea Inc., a Delaware corporation, or any successor thereto.

(l)

“Consultant” means a consultant or adviser who provides bona fide services to the Company, its Parent, or any Subsidiary as an independent contractor and who qualifies as a consultant or advisor under Instruction A.1.(a)(1) of Form S-8 under the Securities Act.

(m)

“Converted Stock Option” has the meaning ascribed to such term in the Business Combination Agreement.

(n)

“Director” means a member of the Board.

(o)

“Disability” means total and permanent disability as defined in Code Section 22(e)(3), provided that in the case of an Award other than an Incentive Stock Option, the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.

(p)

“Effective Date” shall have the meaning set forth in Section 24.

(q)

“Employee” means any person, including officers and Directors, employed by the Company, its Parent, or any Subsidiary. Neither Service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company.

(r)

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

(s)

“Fair Market Value” means, as of any date, the value of a Share, determined as follows:

(i)

if the Shares are readily tradable on an established securities market, its Fair Market Value will be the closing sales price for such shares (or the closing bid, if no sales were reported) as quoted on such market for the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable;

(ii)

if the Shares are regularly quoted by a recognized securities dealer but selling prices are not reported, its Fair Market Value will be the mean between the high bid and low asked prices for a Share for the day of determination, as reported in The Wall Street Journal or such other source as the Administrator deems reliable; or

(iii)

if the Shares are not readily tradable on an established securities market, the Fair Market Value will be determined in good faith by the Administrator.

Notwithstanding the preceding, for federal, state, and local income tax reporting purposes and for such other purposes as the Administrator deems appropriate, Fair Market Value shall be determined by the Administrator in accordance with uniform and nondiscriminatory standards adopted by it from time to time. In addition, the determination of Fair Market Value in all cases shall be in accordance with the requirements set forth under Code Section 409A to the extent necessary for an Award to comply with, or be exempt from, Code Section 409A. The Administrator’s determination shall be conclusive and binding on all persons.

(t)

“Incentive Stock Option” means a Stock Option intended to qualify as an incentive stock option within the meaning of Code Section 422 and the regulations promulgated thereunder.

(u)

“Non-Employee Director” means a Director who is a “non-employee director” within the meaning of Exchange Act Rule 16b-3.

(v)

“Nonqualified Stock Option” means a Stock Option that by its terms, or in operation, does not qualify or is not intended to qualify as an Incentive Stock Option.

(w)

“Other Stock-Based Awards” means any other awards not specifically described in the Plan that are valued in whole or in part by reference to, or are otherwise based on, Shares and are created by the Administrator pursuant to Section 11.

(x)

“Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Code Section 424(e).

(y)

“Participant” means the holder of an outstanding Award.

(z)

“Period of Restriction” means the period during which the transfer of Restricted Stock is subject to restrictions and a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of certain performance criteria, or the occurrence of other events as determined by the Administrator.

(aa)

“Permitted Holder” means Allen Salmasi and his affiliates.

(bb)

“Restricted Stock” means Shares, subject to a Period of Restriction or certain other specified restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide continuous Service for a specified period of time), granted under Section 9 or issued pursuant to the early exercise of a Stock Option.

(cc)

“Restricted Stock Unit” or “RSU” means an unfunded and unsecured promise to deliver Shares, cash, other securities, or other property, subject to certain restrictions (including, without limitation, a requirement that the Participant remain continuously employed or provide continuous Service for a specified period of time), granted under Section 10.

(dd)

“Service” means service as a Service Provider. In the event of any dispute over whether and when Service has terminated, the Administrator shall have sole discretion to determine whether such termination has occurred and the effective date of such termination.

(ee)

“Service Provider” means an Employee, Director, or Consultant, including any prospective Employee, Director, or Consultant who has accepted an offer of employment or Service and will be an Employee, Director, or Consultant after the commencement of their Service.

(ff)

“Shares” means the Company’s shares of common stock, par value of $0.0001 per share.

(gg)

“Stock Appreciation Right” or “SAR” means an Award pursuant to Section 8 that is designated as a SAR.

(hh)

“Stock Option” means an option granted pursuant to the Plan to purchase Shares, whether designated as an Incentive Stock Option or a Nonqualified Stock Option.

(ii)

“Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Code Section 424(f).

(jj)

“Substitute Award” has the meaning set forth in Section 4(h).

Awards.

(a)

Award Types. The Plan permits the grant of Stock Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, and Other Stock-Based Awards.

(b)

Award Agreements. Awards shall be evidenced by Award Agreements (which need not be identical) in such forms as the Administrator may from time to time approve; provided, however, that in the event of any conflict between the provisions of the Plan and any such Award Agreements, the provisions of the Plan shall prevail.

(c)

Date of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such later date as is determined by the Administrator, consistent with Applicable Laws. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant.

4.	Shares Available for Awards.

(a)

Basic Limitation. Subject to the provisions of Section 14, the maximum aggregate number of Shares that may be issued under the Plan shall be the sum of (A) ten percent (10%) of the issued and outstanding Shares as of the Closing, plus (B) the number of Shares issuable pursuant to the Converted Stock Options, plus (C) an increase commencing on January 1, 2025 and continuing annually on each anniversary thereof through and including January 1, 2034, equal to the lesser of (i) three percent (3%) of the Shares issued and outstanding on the last day of the immediately preceding calendar year and (ii) such smaller number of Shares as determined by the Board or the Committee (the “Plan Share Limit”). The Shares subject to the Plan may be authorized but unissued or reacquired shares.

(b)

Awards Not Settled in Shares Delivered to Participant. Upon payment in Shares pursuant to the exercise or settlement of an Award, the number of Shares available for issuance under the Plan shall be reduced only by the number of Shares actually issued in such payment. If a Participant pays the exercise price (or purchase price, if applicable) of an Award through the tender of Shares, or if the Shares are tendered or withheld to satisfy any tax withholding obligations, the number of Shares so tendered or withheld shall again be available for issuance pursuant to future Awards under the Plan, although such Shares shall not again become available for issuance as Incentive Stock Options.

(c)

Cash-Settled Awards. Shares shall not be deemed to have been issued pursuant to the Plan with respect to any portion of an Award that is settled in cash.

(d)

Lapsed Awards. If any outstanding Award expires or is terminated or canceled without having been exercised or settled in full, or if the Shares acquired pursuant to an Award subject to forfeiture or repurchase are forfeited or repurchased by the Company, the Shares allocable to the terminated portion of such Award or such forfeited or repurchased Shares shall again be available for grant under the Plan.

(e)

Code Section 422 Limitations. No more than the sum of (A) ten percent (10%) of the issued and outstanding Shares as of the Closing, plus (B) the number of Shares issuable pursuant to the Converted Stock Options (subject to adjustment pursuant to Section 14) may be issued under the Plan upon the exercise of Incentive Stock Options.

(f)

Non-Employee Director Award Limit. Notwithstanding any provision to the contrary in the Plan or in any policy of the Company regarding Non-Employee Director compensation, the sum of the grant date fair value (determined as of the grant date in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, or any successor thereto) of all equity-based Awards and the maximum amount that may become payable pursuant to all cash-based Awards that may be granted to a Service Provider as compensation for services as a Non-Employee Director during any calendar year shall not exceed $750,000 for such Service Provider’s first year of service as a Non-Employee Director and $500,000 for each year thereafter.

(g)

Share Reserve. The Company, during the term of the Plan, shall at all times keep available such number of Shares authorized for issuance as will be sufficient to satisfy the requirements of the Plan.

(h)

Substitute Awards. Awards may, in the sole discretion of the Administrator, be granted under the Plan in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by the Company, its Parent, or any Subsidiary or with which the Company, its Parent, or any Subsidiary combines (“Substitute Awards”). Substitute Awards shall not be counted against the Plan Share Limit; provided, however, that Substitute Awards issued in connection with the assumption of, or in substitution for, outstanding stock options intended to qualify as Incentive Stock Options shall be counted against the Incentive Stock Option limit in Section 4(e).

5.	Administration. The Plan will be administered by the Administrator.

(a)

Powers of the Administrator. Subject to the provisions of the Plan, the Administrator will have the authority, in its discretion to:

(i)

determine Fair Market Value;

(ii)

select the Service Providers to whom Awards may be granted;

(iii)

determine the type or types of Awards to be granted to Participants under the Plan and number of the Shares to be covered by each Award;

(iv)

approve forms of Award Agreements for use under the Plan;

(v)

determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award. Such terms and conditions include, but are not limited to, the exercise price or purchase price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting criteria or Periods of Restriction, any vesting acceleration or waiver of forfeiture or repurchase restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator, in its sole discretion, will determine;

(vi)

construe and interpret the terms of the Plan, any Award Agreement, and Awards granted pursuant to the Plan;

(vii)

prescribe, amend, and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws and/or qualifying for preferred tax treatment under applicable tax laws, as well as any privacy or other notice provisions to comply with Applicable Laws;

(viii)

modify or amend each Award (subject to Section 18(c)), including (A) the discretionary authority to extend the post-termination exercisability period of Awards and (B) accelerate the satisfaction of any vesting criteria or waiver of forfeiture or repurchase restrictions;

(ix)

allow Participants to satisfy withholding tax obligations by electing to have the Company withhold from the Shares or cash to be issued upon exercise or vesting of an Award that number of Shares or cash having a Fair Market Value equal to the amount required to be withheld. The Fair Market Value of any Shares to be withheld will be determined on the date that the amount of tax to be withheld is to be determined. All elections by a Participant to have Shares or cash withheld for this purpose will be made in such form and under such conditions as the Administrator may deem necessary or advisable;

(x)

authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;

(xi)

allow a Participant to defer the receipt of the payment of cash or the delivery of the Shares that would otherwise be due to such Participant under an Award, subject to compliance (or exemption) from Code Section 409A;

(xii)

determine whether Awards will be settled in cash, Shares, other securities, other property, or in any combination thereof;

(xiii)

determine whether Awards will be adjusted for dividend equivalents;

(xiv)

create Other Stock-Based Awards for issuance under the Plan;

(xv)

impose such restrictions, conditions, or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by the Participant of any securities issued as a result of or under an Award, including without limitation, (A) restrictions under an insider trading policy, and (B) restrictions as to the use of a specified brokerage firm for such resales or other transfers; and

(xvi)

make all other determinations and take all other action deemed necessary or advisable for administering the Plan and due compliance with Applicable Laws, stock market or exchange rules or regulations or accounting or tax rules or regulations.

(b)

Prohibition on Repricing. Notwithstanding anything to the contrary in Section 5(a) and except for an adjustment pursuant to Section 14 or a repricing approved by stockholders, in no case may the Administrator (i) amend an outstanding Stock Option or SAR to reduce the exercise price of the Award, (ii) cancel, exchange, or surrender an outstanding Stock Option or SAR in exchange for cash or other awards for the purpose of repricing the Award, or (iii) cancel, exchange, or surrender an outstanding Stock Option or SAR in exchange for an option or SAR with an exercise price that is less than the exercise price of the original Award.

(c)

Section 16. To the extent desirable to qualify transactions hereunder as exempt under Exchange Act Rule 16b-3, the transactions contemplated hereunder will be approved by the entire Board or a committee of two or more Non-Employee Directors.

(d)

Delegation of Authority. Except to the extent prohibited by Applicable Laws, the Administrator may delegate to one or more officers of the Company some or all of its authority under the Plan, including the authority to grant all types of Awards, in accordance with Applicable Laws (except that such delegation shall not apply to any Award for a Participant then covered by Section 16 of the Exchange Act), and the Administrator may delegate to one or more committees of the Board (which may consist solely of one Director) some or all of its authority under the Plan, including the authority to grant all types of Awards, in accordance with Applicable Laws. Such delegation may be revoked at any time. The acts of such delegates shall be treated as acts of the Administrator, and such delegates shall report regularly to the Administrator regarding the delegated duties and responsibilities and any Awards granted.

(e)

Effect of Administrator’s Decision. The Administrator’s decisions, determinations, and interpretations will be final and binding on all persons, including Participants and any other holders of Awards.

Eligibility. The Administrator has the discretion to select any Service Provider to receive an Award, although Incentive Stock Options may be granted only to Employees. Designation of a Participant in any year shall not require the Administrator to designate such person to receive an Award in any other year or, once designated, to receive the same type or amount of Award as granted to the Participant in any other year. The Administrator shall consider such factors as it deems pertinent in selecting Participants and in determining the type and amount of their respective Awards.

Stock Options. The Administrator, at any time and from time to time, may grant Stock Options under the Plan to Service Providers. Each Stock Option shall be subject to such terms and conditions consistent with the Plan as the Administrator may impose from time to time, subject to the following limitations:

(a)

Exercise Price. The per share exercise price for Shares to be issued pursuant to exercise of a Stock Option will be determined by the Administrator; provided, however, that for a Stock Option subject to Code Section 409A, the exercise price per Share shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant, subject to Section 7(e). Notwithstanding the foregoing, in the case of a Stock Option that is a Substitute Award, the exercise price for Shares subject to such Stock Option may be less than the Fair Market Value per Share on the date of grant; provided that the exercise price of any Substitute Award shall be determined in accordance with the applicable requirements of Code Sections 424 and 409A.

(b)

Exercise Period. Stock Options shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Administrator; provided, however, that no Stock Option shall be exercisable later than ten (10) years after the date it is granted. Stock Options shall terminate at such earlier times and upon such conditions or circumstances as the Administrator shall in its discretion set forth in such Award Agreement at the date of grant; provided, however, the Administrator may, in its sole discretion, later waive any such condition.

(c)

Payment of Exercise Price. To the extent permitted by Applicable Laws, the Participant may pay the Stock Option exercise price by cash or check and, if approved by the Administrator, as determined in its sole discretion, by the following methods:

(i)

surrender of other Shares which meet the conditions established by the Administrator to avoid adverse accounting consequences to the Company (as determined by the Administrator);

(ii)

by a broker-assisted cashless exercise in accordance with procedures approved by the Administrator, whereby payment of the exercise price may be satisfied, in whole or in part, with Shares subject to the Stock Option by delivery of an irrevocable direction to a securities broker (on a form prescribed by the Administrator) to sell Shares and to deliver all or part of the sale proceeds to the Company in payment of the aggregate exercise price;

(iii)

for a Nonqualified Option, by delivery of a notice of “net exercise” to the Company, pursuant to which the Participant shall receive the number of Shares underlying the Option so exercised reduced by the number of Shares equal to the aggregate exercise price of the Option divided by the Fair Market Value on the date of exercise;

(iv)

such other consideration and method of payment for the issuance of Shares to the extent permitted by Applicable Laws; or

(v)

any combination of the foregoing methods of payment.

(d)

Exercise of Stock Option.

(i)

Procedure for Exercise. Any Stock Option granted hereunder shall be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. A Stock Option may not be exercised for a fraction of a Share. Exercising a Stock Option in any manner shall decrease the number of Shares thereafter available for purchase under the Stock Option, by the number of Shares as to which the Stock Option is exercised.

(ii)

Exercise Requirements. A Stock Option shall be deemed exercised when the Company receives: (A) written or electronic notice of exercise (in accordance with the Award Agreement) from the person entitled to exercise the Stock Option, and (B) full payment of the exercise price (including provision for any applicable tax withholding).

(iii)

Non-Exempt Employees. If a Stock Option is granted to an Employee who is a non-exempt employee for purposes of the Fair Labor Standards Act of 1938, as amended, the Stock Option will not be first exercisable for any Shares until at least six (6) months following the date of grant of the Stock Option (although the Stock Option may vest prior to such date). Consistent with the provisions of the Worker Economic Opportunity Act, (A) if such non-exempt Employee dies or suffers a Disability, (B) upon a Change in Control in which such Stock Option is not assumed, continued, or substituted, or (C) upon the Participant’s retirement (as such term may be defined in the Participant’s Award Agreement, in another agreement between the Participant and the Company or a Subsidiary, or, if no such definition, in accordance with the then current employment policies and guidelines of the Company or employing Subsidiary), the vested portion of any Stock Option may be exercised earlier than six (6) months following the date of grant. The foregoing provision is intended to operate so that any income derived by a non-exempt employee in connection with the exercise or vesting of a Stock Option will be exempt from the Participant’s regular rate of pay. To the extent permitted and/or required for compliance with the Worker Economic Opportunity Act to ensure that any income derived by a non-exempt employee in connection with the exercise, vesting, or issuance of any Shares under any other Award will be exempt from the employee’s regular rate of pay, the provisions of this Section 7(d)(iii) will apply to all Awards and are hereby incorporated by reference into such Award Agreements.

(iv)

Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, the Participant may exercise the Stock Option within such period of time as is specified in the Award Agreement to the extent that the Stock Option is vested on the date of termination (but in no event later than the expiration of the term of such Stock Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Stock Option will remain exercisable for three (3) months (or twelve (12) months in the case of termination on account of Disability or death) following the Participant’s termination. If a Participant commits an act of Cause, all vested and unvested Stock Options shall be forfeited as of such date. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to a Stock Option, the Shares covered by the unvested portion of the Stock Option will be forfeited and will revert to the Plan and again will become available for grant under the Plan. If after termination, the Participant does not exercise a Stock Option as to all of the vested Shares within the time specified by the Administrator, the Stock Option will terminate, and remaining Shares covered by such Stock Option will be forfeited and will revert to the Plan and again will become available for grant under the Plan.

(v)

Extension of Exercisability. A Participant may not exercise a Stock Option at any time that the issuance of Shares upon such exercise would violate Applicable Laws. Except as otherwise provided in the Award Agreement, if a Participant ceases to be a Service Provider for any reason other than for Cause and, at any time during the last thirty (30) days of the applicable post-termination exercise period: (A) the exercise of the Participant’s Stock Option would be prohibited solely because the issuance of Shares upon such exercise would violate Applicable Laws, or (B) the immediate sale of any Shares issued upon such exercise would violate the Company’s trading policy, then the applicable post-termination exercise period will be extended to the last day of the calendar month that commences following the date the Award would otherwise expire, with an additional extension of the exercise period to the last day of the next calendar month to apply if any of the foregoing restrictions apply at any time during such extended exercise period, generally without limitation as to the maximum permitted number of extensions); provided, however, that in no event may such Award be exercised after the expiration of its maximum term.

(vi)

Beneficiary. If a Participant dies while a Service Provider, the Stock Option may be exercised following the Participant’s death by the Participant’s designated beneficiary, provided such beneficiary has been designated and received by the Administrator prior to the Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been properly designated by the Participant, then such Stock Option may be exercised by the personal representative of the Participant’s estate or by the persons to whom the Stock Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution.

(vii)

Stockholder Rights. Until the Shares are issued (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent or depositary of the Company), no right to vote or receive dividends or any other rights as a stockholder will exist with respect to the Shares, notwithstanding the exercise of the Stock Option. No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 14 or the applicable Award Agreement.

(e)

Incentive Stock Option Limitations.

(i)

Each Stock Option will be designated in the Award Agreement as either an Incentive Stock Option or a Nonqualified Stock Option. However, notwithstanding such designation, to the extent that the aggregate Fair Market Value of the Shares with respect to which Incentive Stock Options are exercisable for the first time by the Participant during any calendar year (under all plans of the Company, its Parent, or any Subsidiary) exceeds $100,000 (or such other limit established in the Code), such Stock Options will be treated as Nonqualified Stock Options. For purposes of this Section 7(e)(i), Incentive Stock Options will be taken into account in the order in which they were granted. The Fair Market Value of the Shares will be determined as of the time the Stock Option is granted.

(ii)

In the case of an Incentive Stock Option, the exercise price will be determined by the Administrator, but shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. The term of any Incentive Stock Option will be ten (10) years from the date of grant or such shorter term as may be provided in the Award Agreement. Moreover, in the case of an Incentive Stock Option granted to a Participant who, at the time the Incentive Stock Option is granted, owns shares representing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company, its Parent, or any Subsidiary, the term of the Incentive Stock Option will be five (5) years from the date of grant or such shorter term as may be provided in the Award Agreement and the exercise price shall not be less than one hundred ten percent (110%) of the Fair Market Value per Share on the date of grant.

(iii)

No Stock Option shall be treated as an Incentive Stock Option unless the Plan has been approved by the stockholders of the Company in a manner intended to comply with the stockholder approval requirements of Code Section 422(b)(1), provided that any Stock Option intended to be an Incentive Stock Option shall not fail to be effective solely on account of a failure to obtain such approval, but rather such Stock Option shall be treated as a Nonqualified Stock Option unless and until such approval is obtained.

(iv)

In the case of an Incentive Stock Option, the terms and conditions of such grant shall be subject to and comply with such rules as may be prescribed by Code Section 422. If for any reason a Stock Option intended to be an Incentive Stock Option (or any portion thereof) shall not qualify as an Incentive Stock Option, then, to the extent of such nonqualification, such Stock Option or portion thereof shall be regarded as a Nonqualified Stock Option appropriately granted under the Plan.

Stock Appreciation Rights (“SARs”). The Administrator, at any time and from time to time, may grant SARs to Service Providers. Each Award of SARs shall be subject to such terms and conditions, consistent with the Plan, as the Administrator may impose from time to time, subject to the following limitations:

(a)

SAR Award Agreement. Each SAR will be evidenced by an Award Agreement that will specify the exercise price, the term of the SAR, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

(b)

Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to any SAR.

(c)

Exercise Price and Other Terms. The per share exercise price for the Shares that will determine the amount of the payment to be received upon exercise of a SAR will be determined by the Administrator; provided, however, that for a SAR subject to Code Section 409A, the exercise price per Share shall be no less than one hundred percent (100%) of the Fair Market Value per Share on the date of grant. Notwithstanding the foregoing, in the case of a SAR that is a Substitute Award, the exercise price for Shares subject to such SAR may be less than the Fair Market Value per Share on the date of grant; provided that the exercise price of any Substitute Award shall be determined in accordance with the applicable requirements of Code Sections 424 and 409A. Otherwise, the Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of any SAR.

(d)

Expiration of Stock Appreciation Rights. A SAR will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement. Notwithstanding the foregoing, the rules of Section 7(d) relating to the maximum term and exercise price also will apply to SARs issued in tandem with an Incentive Stock Option.

(e)

Payment of Stock Appreciation Right Amount. Upon exercise of a SAR, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying:

(i)

the difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times

(ii)

the number of Shares with respect to which the SAR is exercised.

(f)

Payment Form. At the discretion of the Administrator, the payment upon SAR exercise may be in cash, in Shares, other securities, or other property of equivalent value, or in some combination thereof.

(g)

Tandem Awards. Any Stock Option granted under the Plan may include tandem SARs (i.e., SARs granted in conjunction with an Award of Stock Options under the Plan). The Administrator also may award SARs to a Service Provider independent of any Stock Option.

9.	Restricted Stock. The Administrator, at any time and from time to time, may grant Restricted Stock to Service Providers in such amounts as the Administrator, in its sole discretion, will determine, subject to the following limitations:

(a)

Restricted Stock Agreement. Each Award of Restricted Stock shall be evidenced by an Award Agreement that will specify the Period of Restriction and the applicable restrictions, the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine. Restricted Stock may be awarded in consideration for (i) cash, check, bank draft or money order payable to the Company, (ii) past Service, or (iii) any other form of legal consideration (including future Service) that may be acceptable to the Administrator, in its sole discretion, and permissible under Applicable Laws.

(b)

Removal of Restrictions. Unless the Administrator determines otherwise, Restricted Stock will be held by the Company as escrow agent until the restrictions on such Restricted Stock have lapsed. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed.

(c)

Voting Rights. During the Period of Restriction, a Participant holding Restricted Stock may exercise the voting rights applicable to those restricted Shares, unless the Administrator determines otherwise.

(d)

Dividends and Other Distributions. Except as provided in the Award Agreement, during the Period of Restriction, a Participant holding Restricted Stock shall be entitled to receive all dividends and other distributions paid with respect to such Restricted Stock. If any such dividends or distributions are paid in Shares, such Shares shall be subject to the same restrictions on transferability and forfeitability as the Restricted Stock with respect to which they were paid.

(e)

Transferability. Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.

(f)

Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed shall be forfeited and will revert to the Company and again shall become available for grant under the Plan.

10.

Restricted Stock Units (“RSUs”). The Administrator, at any time and from time to time, may grant RSUs under the Plan to Service Providers. Each RSU shall be subject to such terms and conditions, consistent with the Plan, as the Administrator may impose from time to time, subject to the following limitations:

(a)

RSU Award Agreement. Each Award of RSUs shall be evidenced by an Award Agreement that will specify the terms, conditions, and restrictions related to the grant, including the number of RSUs and such other terms and conditions as the Administrator, in its sole discretion, shall determine.

(b)

Vesting Criteria and Other Terms. The Administrator shall set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of RSUs that will be paid out to the Participant. The Administrator may set vesting criteria based upon the achievement of Company-wide, business unit, or individual goals (including, but not limited to, continued employment or Service), or any other basis determined by the Administrator in its discretion.

(c)

Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant shall be entitled to receive a payout as determined by the Administrator. Notwithstanding the foregoing, at any time after the grant of RSUs, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.

(d)

Form and Timing of Payment. Payment of earned RSUs shall be made as soon as practicable after the date(s) determined by the Administrator and set forth in the Award Agreement. The Administrator, in its sole discretion, may settle earned RSUs in cash, Shares, other securities, other property, or a combination of both.

(e)

Voting and Dividend Equivalent Rights. The holders of RSUs shall have no voting rights as the Company’s stockholders. Prior to settlement or forfeiture, RSUs awarded under the Plan may, at the Administrator’s discretion, provide for a right to dividend equivalents. Such right entitles the holder to be credited with an amount equal to all dividends paid on one Share while the RSU is outstanding. Dividend equivalents may be converted into additional RSUs. Settlement of dividend equivalents may be made in the form of cash, Shares, other securities, other property, or in a combination of the foregoing. Prior to distribution, any dividend equivalents shall be subject to the same conditions and restrictions as the RSUs to which they attach.

(f)

Cancellation. On the date set forth in the Award Agreement, all unearned RSUs shall be forfeited to the Company.

11.

Other Stock-Based Awards. Other Stock-Based Awards may be granted either alone, in addition to, or in tandem with, other Awards granted under the Plan and/or cash awards made outside of the Plan. The Administrator shall have authority to determine the Service Providers to whom and the time or times at which Other Stock-Based Awards shall be made, the amount of such Other Stock-Based Awards, and all other conditions of the Other Stock-Based Awards including any dividend and/or voting rights.

12.

Vesting.

(a)

Vesting Conditions. Each Award may or may not be subject to vesting, a Period of Restriction, and/or other conditions as the Administrator may determine. Vesting shall occur, in full or in installments, upon satisfaction of the conditions specified in the Award Agreement. Vesting conditions may include Service-based conditions, performance-based conditions, such other conditions as the Administrator may determine, or any combination thereof. Unless specifically set forth in the Award Agreement, Awards shall not be considered subject to any performance-based condition. Unless specifically set forth in the Award Agreement, Awards shall not be considered subject to any performance-based condition. An Award Agreement may provide for accelerated vesting upon certain specified events.

(b)

Performance Criteria. The Administrator may establish performance-based conditions for an Award as specified in the Award Agreement, which may be based on the attainment of specific levels of performance of the Company (and/or one or more Subsidiaries, divisions, business segments or operational units, or any combination of the foregoing) and may include, without limitation, any of the following: (i) net earnings or net income (before or after taxes); (ii) basic or diluted earnings per share (before or after taxes); (iii) revenue or revenue growth (measured on a net or gross basis); (iv) gross profit or gross profit growth; (v) operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on assets, capital, invested capital, equity, or sales); (vii) cash flow (including, but not limited to, operating cash flow, free cash flow, net cash provided by operations and cash flow return on capital); (viii) financing and other capital raising transactions (including, but not limited to, sales of the Company’s equity or debt securities); (ix) earnings before or after taxes, interest, depreciation and/or amortization; (x) gross or operating margins; (xi) productivity ratios; (xii) share price (including, but not limited to, growth measures and total stockholder return); (xiii) expense targets; (xiv) margins; (xv) productivity and operating efficiencies; (xvi) customer satisfaction; (xvii) customer growth; (xviii) working capital targets; (xix) measures of economic value added; (xx) inventory control; (xxi) enterprise value; (xxii) sales; (xxiii) debt levels and net debt; (xxiv) combined ratio; (xxv) timely launch of new facilities; (xxvi) client retention; (xxvii) employee retention; (xxviii) timely completion of new product rollouts; (xxix) cost targets; (xxx) reductions and savings; (xxxi) productivity and efficiencies; (xxxii) strategic partnerships or transactions; and (xxxiii) personal targets, goals or completion of projects. Any one or more of the performance criteria may be used on an absolute or relative basis to measure the performance of the Company and/or one or more Subsidiaries as a whole or any business unit(s) of the Company and/or one or more Subsidiaries or any combination thereof, as the Administrator may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison or peer companies, or a published or special index that the Administrator, in its sole discretion, deems appropriate, or as compared to various stock market indices. The Administrator also has the authority to provide for accelerated vesting of any Award based on the achievement of performance criteria specified in this paragraph. Any performance criteria that are financial metrics, may be determined in accordance with United States Generally Accepted Accounting Principles (“GAAP”) or may be adjusted when established to include or exclude any items otherwise includable or excludable under GAAP.

(c)

Default Vesting. Unless otherwise set forth in an individual Award Agreement, each Award shall vest over a four (4)-year period, with one-fourth (1/4) of the Award vesting on the first annual anniversary of the date of grant and the remaining portion vesting quarterly thereafter.

(d)

Leaves of Absence. Unless the Administrator provides otherwise, vesting of Awards granted hereunder shall be suspended during any Employee’s unpaid leave of absence and shall resume on the date the Employee returns to work on a regular schedule as determined by the Administrator; provided, however, that no vesting credit will be awarded for the time vesting has been suspended during such leave of absence. A Service Provider shall not cease to be an Employee in the case of (i) any leave of absence approved by the Company or the employing Subsidiary, although any leave of absence not provided for in the applicable employee manual of the Company or employing Subsidiary needs to be approved by the Administrator, or (ii) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary. For purposes of Incentive Stock Options, no leave of absence may exceed ninety (90) days, unless reemployment upon expiration of such leave is guaranteed by statute or contract. If reemployment upon expiration of a leave of absence approved by the Company or employing Subsidiary is not so guaranteed, then three (3) months following the 91^st day of such leave any Incentive Stock Option held by the Participant will cease to be treated as an Incentive Stock Option and will be treated for federal tax purposes as a Nonqualified Stock Option.

(e)

Change in Status. In the event a Service Provider’s regular level of time commitment in the performance of Services is reduced (for example, and without limitation, if the Service Provider is an Employee of the Company and the Employee has a change in status from a full-time Employee to a part-time Employee) after the date of grant of any Award to the Service Provider, the Administrator has the right in its sole discretion to (i) make a corresponding reduction in the number of Shares subject to any portion of such Award that is scheduled to vest or become payable after the date of such change in time commitment, and (ii) in lieu of or in combination with such a reduction, extend the vesting or payment schedule applicable to such Award. In the event of any such reduction, the Service Provider will have no right with respect to any portion of the Award that is so reduced or extended.

13.

Non-Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner, except to the Participant’s estate or legal representative, and may be exercised, during the lifetime of the Participant, only by the Participant, although the Administrator, in its discretion, may permit Award transfers for purposes of estate planning or charitable giving. If the Administrator makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate.

14.	Adjustments; Dissolution or Liquidation; Change in Control.

(a)

Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, share split, reverse share split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs such that an adjustment is determined by the Administrator (in its sole discretion) to be appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Administrator shall, in such manner as it may deem equitable, adjust (i) the number and class of Shares which may be delivered under the Plan; (ii) the number, class and price of Shares subject to outstanding Awards, and (iii) the numerical limits in Section 4. Notwithstanding the preceding, the number of Shares subject to any Award always shall be a whole number.

(b)

Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. The Administrator in its discretion may provide for a Participant to have the right to exercise an Award, to the extent applicable, until ten (10) days prior to such transaction as to all of the Shares covered thereby, including Shares as to which the Award would not be vested or otherwise be exercisable. In addition, the Administrator may provide that any Company repurchase option or forfeiture rights applicable to any Award shall lapse one hundred percent (100%), and that any Award vesting shall accelerate one hundred percent (100%), provided the proposed dissolution or liquidation takes place at the time and in the manner contemplated. To the extent it has not been previously vested and, if applicable, exercised, an Award will terminate immediately prior to the consummation of such proposed action.

(c)

Change in Control.

(i)

In the event of a Change in Control, each outstanding Award shall be assumed or an equivalent award substituted by the acquiring or successor corporation or a parent of the acquiring or successor corporation.

(ii)

Unless determined otherwise by the Administrator, in the event that the successor corporation refuses to assume or substitute for the Award, (A) the Participant shall fully vest in and have the right to exercise the Award as to all of the Shares, including those as to which it would not otherwise be vested or exercisable; (B) all applicable restrictions will lapse; and (C) all performance objectives and other vesting criteria will be deemed achieved at targeted levels.

(iii)

If a Stock Option or SAR is not assumed or substituted in the event of a Change in Control, the Administrator shall notify the Participant in writing or electronically that the Stock Option or SAR shall be exercisable, to the extent vested, for a period of up to fifteen (15) days from the date of such notice, and the Stock Option or SAR shall terminate upon the expiration of such period.

(iv)

For the purposes of this Section 14, the Award shall be considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether shares, cash, or other securities or property) received in the Change in Control by holders of Shares for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in Control is not solely common shares of the acquiring or successor corporation or its parent, the Administrator may, with the consent of the acquiring or successor corporation, provide for the consideration to be received, for each Share subject to the Award, to be solely common shares of the acquiring or successor corporation or its parent equal in fair market value to the per share consideration received by holders of Shares in the Change in Control.

(v)

Notwithstanding anything herein to the contrary, an Award that vests, is earned, or is paid out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or the acquiring or successor corporation modifies any of such performance goals without the Participant’s consent; provided, however, that a modification to such performance goals only to reflect the acquiring or successor corporation’s post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.

(vi)

Payments under this Section 14 may be delayed to the same extent that payment of consideration to the holders of Shares in connection with the Change in Control is delayed as a result of escrows, earn outs, holdbacks, or any other contingencies.

15.

Taxes.

(a)

General. It is a condition to each Award that a Participant or such Participant’s successor shall make such arrangements that may be necessary, in the opinion of the Administrator or the Company, for the satisfaction of any federal, state, local, or foreign withholding tax obligations that arise in connection with any Award. The Company shall not be required to issue any Shares or make any cash payment under the Plan unless such obligations are satisfied.

(b)

Share Withholding. To the extent that Applicable Laws subject a Participant to tax withholding obligations, the Administrator may permit such Participant to satisfy all or part of such obligations by having the Company, its Parent, or any Subsidiary withhold all or a portion of any Share that otherwise would be issued to such Participant or by surrendering all or a portion of any Share that the Participant previously acquired. Such Share shall be valued on the date withheld or surrendered. Any payment of taxes by assigning Shares to the Company, its Parent, or any Subsidiary may be subject to restrictions, including any restrictions required by the Securities and Exchange Commission, accounting, or other rules.

(c)

Discretionary Nature of Plan. The benefits and rights provided under the Plan are wholly discretionary and, although provided by the Company, do not constitute regular or periodic payments. Unless otherwise required by Applicable Laws, the benefits and rights provided under the Plan are not to be considered part of a Participant’s salary or compensation or for purposes of calculating any severance, resignation, redundancy, other end of service payments, vacation, bonuses, long-term service awards, indemnification, pension or retirement benefits, or any other payments, benefits, or rights of any kind. By acceptance of an Award, a Participant waives any and all rights to compensation or damages as a result of the termination of Service for any reason whatsoever insofar as those rights result or may result from the Plan or any Award.

(d)

Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Code Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A, the Award will be granted, paid, settled, or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement, or deferral will not be subject to the additional tax or interest applicable under Code Section 409A.

(e)

Deferral of Award Settlement. The Administrator, in its discretion, may permit selected Participants to elect to defer distributions of Restricted Stock or RSUs in accordance with procedures established by the Administrator to assure that such deferrals comply with applicable requirements of the Code. Any deferred distribution, whether elected by the Participant or specified by the Award Agreement or the Administrator, shall comply with Code Section 409A, to the extent applicable.

(f)

Limitation on Liability. Neither the Company, nor its Parent, nor any Subsidiary, nor any person serving as Administrator shall have any liability to a Participant in the event an Award held by the Participant fails to achieve its intended characterization under applicable tax law.

16.

No Rights as a Service Provider. Neither the Plan, nor an Award Agreement, nor any Award shall confer upon a Participant any right with respect to continuing a relationship as a Service Provider, nor shall they interfere in any way with the right of the Participant or the right of the Company, its Parent, or any Subsidiary to terminate such relationship at any time, with or without cause.

17.

Recoupment Policy. All Awards granted under the Plan, all amounts paid under the Plan, and all Shares issued under the Plan shall be subject to reduction, recoupment, clawback, or recovery by the Company in accordance with Applicable Laws and with Company policy (whenever adopted) regarding same, whether or not such policy is intended to satisfy the requirements of the Dodd-Frank Wall Street Reform and Consumer Protection Act, the Sarbanes-Oxley Act, or other Applicable Laws, as well as any implementing regulations and/or listing standards.

18.	Amendment and Termination of the Plan.

(a)

Amendment and Termination. The Board may at any time amend, alter, suspend, or terminate the Plan.

(b)

Stockholder Approval. The Company may obtain stockholder approval of any Plan amendment to the extent necessary or, as determined by the Administrator in its sole discretion, desirable to comply with Applicable Laws, including any amendment that (i) increases the number of Shares available for issuance under the Plan or (ii) changes the persons or class of persons eligible to receive Awards.

(c)

Effect of Amendment or Termination. No amendment, alteration, suspension, or termination of the Plan will materially impair the rights of any Participant with respect to outstanding Awards, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

19.	Conditions Upon Issuance of Shares.

(a)

Legal Compliance. Shares will not be issued pursuant to an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.

(b)

Investment Representations. As a condition to the exercise or receipt of an Award, the Company may require the person exercising or receiving such Award to represent and warrant at the time of any such exercise or receipt that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required or desirable.

20.

Severability. Notwithstanding any contrary provision of the Plan or an Award Agreement, if any one or more of the provisions (or any part thereof) of the Plan or an Award Agreement shall be held invalid, illegal, or unenforceable in any respect, such provision shall be modified so as to make it valid, legal, and enforceable, and the validity, legality, and enforceability of the remaining provisions (or any part thereof) of the Plan or Award Agreement, as applicable, shall not in any way be affected or impaired thereby.

21.

Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction, which authority is deemed by the Company’s counsel to be necessary to the lawful issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority will not have been obtained.

22.

Stockholder Approval. The Plan will be subject to approval by the stockholders of the Company within twelve (12) months after the date the Plan is adopted. Such stockholder approval will be obtained in the manner and to the degree required under Applicable Laws. All Awards hereunder are contingent on approval of the Plan by stockholders. Notwithstanding any other provision of the Plan, if the Plan is not approved by the stockholders within twelve (12) months after the date the Plan is adopted, the Plan and any Awards hereunder shall be automatically terminated.

23.	Choice of Law. The Plan will be governed by and construed in accordance with the internal laws of the State of Delaware, without reference to any choice of law principles.

24.	Effective Date.

(a)

The Plan shall be effective as of ________________ ___, 2024, the date on which the Plan was adopted by the Board (the “Effective Date”).

(b)

Unless terminated earlier under Section 18, the Plan shall terminate on ________ ___, 2034, ten years after the Effective Date.

Exhibit 10.15

FORM OF VEEA INC.

2024 EMPLOYEE STOCK PURCHASE PLAN

The purpose of this 2024 Employee Stock Purchase Plan (the “Plan”) is to provide eligible employees of Veea Inc., a Delaware corporation (the “Company”), and certain of its subsidiaries with opportunities to purchase shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), commencing at such time and on such dates as the Board of Directors of the Company (the “Board”) shall determine. Subject to adjustment under Section 15 hereof, the number of shares of Common Stock that have been approved for this purpose is the sum of:

(a) three percent (3%) of the issued and outstanding shares of Common Stock on the Effective Date; plus

(b) an annual increase to be added on the first day of each fiscal year, commencing on January 1, 2025 and continuing for each fiscal year until, and including, January 1, 2034, equal to the least of (i) one percent (1%) of the issued and outstanding shares of all classes of Company common stock, $[0.001] par value per share, outstanding on such date, and (ii) a number of shares of Common Stock determined by the Board.

The Plan is intended to qualify as an “employee stock purchase plan” as defined in Section 423 of the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations issued thereunder, and shall be interpreted in a manner consistent therewith.

1. Administration. The Plan shall be administered by the Board or by a committee appointed by the Board (the “Administrator”). The Administrator has authority to (i) make rules and regulations for the administration of the Plan; (ii) interpret the terms and provisions of the Plan; (iii) make all determinations it deems advisable for the administration of the Plan; (iv) decide all disputes arising in connection with the Plan; and (v) otherwise supervise the administration of the Plan, and its interpretation and decisions with regard thereto shall be final and conclusive.

2. Eligibility. All employees of the Company and all employees of any subsidiary of the Company (as defined in Section 424(f) of the Code) designated by the Administrator from time to time (a “Designated Subsidiary”), are eligible to participate in any one or more of the offerings of Options (as defined in Section 9) to purchase Common Stock under the Plan, provided that:

(a) they are customarily employed by the Company or a Designated Subsidiary for more than 20 hours a week and for more than five months in a calendar year;

(b) they have been employed by the Company or a Designated Subsidiary for at least three months prior to enrolling in the Plan; and

(c) they are employees of the Company or a Designated Subsidiary on the first day of the applicable Plan Period (as defined below).

No employee may be granted an Option hereunder if such employee, immediately after the Option is granted, would own five percent (5%) or more of the total combined voting power or value of the capital stock of the Company or any subsidiary. For purposes of the preceding sentence, the attribution rules of Section 424(d) of the Code shall apply in determining the stock ownership of an employee, and all stock that the employee has a contractual right to purchase shall be treated as stock owned by the employee.

The Company retains the discretion to determine which eligible employees may participate in an offering pursuant to and consistent with Treasury Regulation Sections 1.423-2(e) and (f).

3. Offerings. The Company shall make one or more offerings (“Offerings”) to employees to purchase stock under the Plan. Offerings shall begin at such time and on such dates as the Administrator shall determine, or the first business day thereafter (such dates, the “Offering Commencement Dates”). Each Offering Commencement Date shall begin a six (6)-month period (each, a “Plan Period”) during which payroll deductions shall be made and held for the purchase of Common Stock at the end of the Plan Period. However, the Administrator may, at its discretion, choose a different Plan Period of not more than twelve (12) months for Offerings.

4. Participation. An employee eligible on the Offering Commencement Date of any Offering may participate in such Offering by completing and forwarding either a written or electronic payroll deduction authorization form to the employee’s appropriate payroll office at least 15 days (or such other number of days as is determined by the Company) prior to the applicable Offering Commencement Date. The form will authorize a regular payroll deduction from the Compensation (as defined below) received by the employee during the Plan Period. Unless an employee files a new form or withdraws from the Plan, his or her deductions and purchases will continue at the same rate for future Offerings under the Plan as long as the Plan remains in effect. The Administrator shall determine what constitutes “Compensation” for the purposes of the Plan. In the absence of a determination by the Administrator, the term “Compensation” shall mean the amount of money reportable on the employee’s Federal Income Tax Withholding Statement (or analogous non-U.S. statement), excluding overtime, shift premium, incentive or bonus awards, allowances and reimbursements for expenses such as relocation allowances for travel expenses, income or gains associated with the grant or vesting of restricted stock, income or gains on the exercise of Company stock options or stock appreciation rights, and similar items, whether or not shown or separately identified on the employee’s Federal Income Tax Withholding Statement (or analogous non-U.S. statement), but including, in the case of salespersons, sales commissions to the extent determined by the Administrator.

5. Deductions. The Company shall maintain payroll deduction accounts for all participating employees. With respect to any Offering made under the Plan, an employee may authorize a payroll deduction in any percentage amount (in whole percentages) at a minimum of one percent (1%) up to a maximum of fifteen percent (15%) of the Compensation that he or she receives during the Plan Period or such shorter period during which deductions from payroll are made. The Administrator may, at its discretion, designate a lower maximum contribution rate. The minimum payroll deduction is such percentage of Compensation as may be established from time to time by the Administrator.

6. Deduction Changes. An employee may decrease or discontinue his or her payroll deduction once during any Plan Period, by filing either a written or electronic new payroll deduction authorization form, as determined by the Company. However, an employee may not increase his or her payroll deduction during a Plan Period. If an employee elects to discontinue his or her payroll deductions during a Plan Period, but does not elect to withdraw his or her funds pursuant to Section 8 hereof, funds deducted prior to his or her election to discontinue will be applied to the purchase of Common Stock on the Exercise Date (as defined below).

7. Interest. Interest will not be paid on any employee accounts, except to the extent that the Administrator, in its sole discretion, elects to credit employee accounts with interest at such rate as it may from time to time determine.

8. Withdrawal of Funds. An employee may at any time prior to the close of business on the fifteenth (15^th) business day prior to the end of a Plan Period (or such other number of days as is determined by the Company) and for any reason permanently draw out the balance accumulated in such employee’s account and thereby withdraw from participation in an Offering. Partial withdrawals are not permitted. The employee may not begin participation again during the remainder of the Plan Period during which the employee withdrew his or her balance. The employee may participate in any subsequent Offering in accordance with the terms and conditions established by the Administrator.

9. Purchase of Shares.

(a) Number of Shares. On the Offering Commencement Date for the applicable Plan Period, the Company will grant to each eligible employee who is then a participant in the Plan an option (an “Option”) to purchase on the last business day of such Plan Period (the “Exercise Date”) at the applicable purchase price (the “Option Price”) up to the whole number of shares of Common Stock determined by multiplying $2,083 by the number of full months in the Plan Period and dividing the result by the closing price (as determined below) on the Offering Commencement Date; provided, however, that no employee may be granted an Option which permits his or her rights to purchase Common Stock under the Plan and any other employee stock purchase plan (as defined in Section 423(b) of the Code) of the Company and its subsidiaries, to accrue at a rate which exceeds $25,000 of the fair market value of such Common Stock (determined at the date such Option is granted) for each calendar year in which the Option is outstanding at any time; and, provided, further, however, that the Administrator may, in its discretion, set a different fixed number of shares of Common Stock that each eligible employee may purchase per Plan Period, which number shall not be greater than the number of shares of Common Stock determined using the formula in this Section 9(a), and both of which shall be subject to the first proviso of this Section 9(a).

(b) Option Price. The Administrator shall determine the Option Price for each Plan Period, including whether such Option Price shall be determined based on the lesser of the closing price of the Common Stock on (i) the first business day of the Plan Period or (ii) the Exercise Date, or shall be based solely on the closing price of the Common Stock on the Exercise Date; provided, however, that such Option Price shall be at least 85% of the applicable closing price. In the absence of a determination by the Administrator, the Option Price shall be 85% of the lesser of the closing price of the Common Stock on (i) the first business day of the Plan Period or (ii) the Exercise Date. The closing price shall be (a) the closing price (for the primary trading session) on any national securities exchange on which the Common Stock is then listed or (b) the average of the closing bid and asked prices in the over-the-counter-market, whichever is applicable, as published in The Wall Street Journal or another source selected by the Administrator. If no sales of Common Stock were made on such a day, the price of the Common Stock shall be the reported price for the last preceding day on which sales were made.

(c) Exercise of Option. Each employee who continues to be a participant in the Plan on the Exercise Date shall be deemed to have exercised his or her Option at the Option Price on such date and shall be deemed to have purchased from the Company the number of whole shares of Common Stock reserved for the purpose of the Plan that his or her accumulated payroll deductions on such date will pay for, but not in excess of the maximum numbers determined in the manner set forth above.

(d) Return of Unused Payroll Deductions. Any balance remaining in an employee’s payroll deduction account at the end of a Plan Period shall be automatically refunded to the employee, except that any balance that is less than the purchase price of one share of Common Stock shall be carried forward into the employee’s payroll deduction account for the following Offering, unless the employee elects not to participate in the following Offering under the Plan, in which case the balance in the employee’s account shall be refunded.

10. Issuance of Certificates. Certificates (if applicable) representing shares of Common Stock purchased under the Plan may be issued only in the name of the employee, in the name of the employee and another person of legal age as joint tenants with rights of survivorship, or (in the Company’s sole discretion) in the name of a brokerage firm, bank, or other nominee holder designated by the employee. The Company may, in its sole discretion and in compliance with applicable laws, authorize the use of book-entry registration of shares in lieu of issuing stock certificates.

11. Rights on Retirement, Death or Termination of Employment. If a participating employee’s employment with the Company or a Designated Subsidiary ends before the last business day of a Plan Period, no payroll deduction shall be taken from any pay then due and owing to the employee and the balance in the employee’s account shall be paid to the employee. In the event of the employee’s death before the last business day of a Plan Period, the Company shall, upon notification of such death, pay the balance of the employee’s account (a) to the executor or administrator of the employee’s estate or (b) if no such executor or administrator has been appointed to the knowledge of the Company, to such other person(s) as the Company may, in its discretion, designate. If, before the last business day of the Plan Period, the Designated Subsidiary by which an employee is employed ceases to be a subsidiary of the Company, or if the employee is transferred to a subsidiary of the Company that is not a Designated Subsidiary, the employee shall be deemed to have terminated employment for the purposes of the Plan.

12. Optionees Not Stockholders. Neither the granting of an Option to an employee nor the deductions from his or her pay shall make such employee a stockholder of the shares of Common Stock covered by an Option under the Plan unless and until he or she has purchased and received such shares. Prior to an employee’s purchase of Common Stock, he or she shall not have any of the rights or privileges of a stockholder. Except as provided in Section 15 or otherwise determined by the Administrator, no adjustments shall be made for ordinary cash dividends or distribution or other rights for which the record date occurs prior to the date of an employee’s purchase of Common Stock.

13. Options Not Transferable. Options under the Plan are not transferable by a participating employee other than by will or the laws of descent and distribution, and are exercisable during the employee’s lifetime only by the employee.

14. Application of Funds. All funds received or held by the Company under the Plan may be combined with other corporate funds and may be used for any corporate purpose.

15. Adjustment for Changes in Common Stock and Certain Other Events.

(a) Changes in Capitalization. In the event of any stock split, reverse stock split, stock dividend, recapitalization, combination of shares, reclassification of shares, spin-off or other similar change in capitalization or event, or any dividend or distribution to holders of Common Stock other than an ordinary cash dividend, (i) the number and class of securities available under the Plan, (ii) the share limitations set forth in Section 9, and (iii) the Option Price shall be equitably adjusted to the extent determined by the Administrator.

(b) Reorganization Events.

(1) Definition. A “Reorganization Event” shall mean: (a) any merger or consolidation of the Company with or into another entity as a result of which all of the Common Stock of the Company is converted into or exchanged for the right to receive cash, securities or other property or is cancelled, (b) any transfer or disposition of all of the Common Stock of the Company for cash, securities or other property pursuant to a share exchange or other transaction or (c) any liquidation or dissolution of the Company.

(2) Consequences of a Reorganization Event on Options. In connection with a Reorganization Event, the Administrator may take any one or more of the following actions as to outstanding Options on such terms as the Administrator determines: (i) provide that Options shall be assumed, or substantially equivalent Options shall be substituted, by the acquiring or succeeding corporation (or an affiliate thereof), (ii) upon written notice to employees, provide that all outstanding Options shall be terminated immediately prior to the consummation of such Reorganization Event and that all such outstanding Options shall become exercisable to the extent of accumulated payroll deductions as of a date specified by the Administrator in such notice, which date shall be ten (10) days preceding the effective date of the Reorganization Event (or such other number of days as is determined by the Administrator), (iii) upon written notice to employees, provide that all outstanding Options shall be cancelled as of a date prior to the effective date of the Reorganization Event and that all accumulated payroll deductions will be returned to participating employees on such date, (iv) in the event of a Reorganization Event under the terms of which holders of Common Stock shall receive upon consummation thereof a cash payment for each share surrendered in the Reorganization Event (the “Acquisition Price”), change the last day of the Plan Period to be the date of the consummation of such Reorganization Event and make or provide for a cash payment to each employee equal to (A) (1) the Acquisition Price times (2) the number of shares of Common Stock that the employee’s accumulated payroll deductions as of immediately prior to the Reorganization Event could purchase at the Option Price, where the Acquisition Price is treated as the fair market value of the Common Stock on the last day of the applicable Plan Period for purposes of determining the Option Price under Section 9(b) hereof, and where the number of shares that could be purchased is subject to the limitations set forth in Section 9(a), minus (B) the result of multiplying such number of shares by such Option Price, (v) provide that, in connection with a liquidation or dissolution of the Company, Options shall convert into the right to receive liquidation proceeds (net of the Option Price thereof), and (vi) any combination of the foregoing.

For purposes of clause (i) above, an Option shall be considered assumed if, following consummation of the Reorganization Event, the Option confers the right to purchase, for each share of Common Stock subject to the Option immediately prior to the consummation of the Reorganization Event, the consideration (whether cash, securities or other property) received as a result of the Reorganization Event by holders of Common Stock for each share of Common Stock held immediately prior to the consummation of the Reorganization Event (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding shares of Common Stock); provided, however, that if the consideration received as a result of the Reorganization Event is not solely common stock of the acquiring or succeeding corporation (or an affiliate thereof), the Company may, with the consent of the acquiring or succeeding corporation, provide for the consideration to be received upon the exercise of Options to consist solely of such number of shares of common stock of the acquiring or succeeding corporation (or an affiliate thereof) that the Board determines to be equivalent in value (as of the date of such determination or another date specified by the Board) to the per share consideration received by holders of outstanding shares of Common Stock as a result of the Reorganization Event.

16. Amendment of the Plan. The Board may, at any time and from time to time, amend or suspend the Plan or any portion thereof, except that (a) if the approval of any such amendment by the stockholders of the Company is required by Section 423 of the Code, such amendment shall not be effected without such approval, and (b) in no event may any amendment be made that would cause the Plan to fail to comply with Section 423 of the Code.

17. Insufficient Shares. If the total number of shares of Common Stock specified in elections to be purchased under any Offering plus the number of shares purchased under previous Offerings under the Plan exceeds the maximum number of shares issuable under the Plan, the Administrator will allot the shares then available on a pro-rata basis.

18. Termination of the Plan. The Plan may be terminated at any time by the Board. Upon termination of the Plan all amounts in the accounts of participating employees shall be promptly refunded.

19. Governmental Regulations. The Company’s obligation to sell and deliver Common Stock under the Plan is subject to listing on a national stock exchange (to the extent the Common Stock is then so listed or quoted) and the approval of all governmental authorities required in connection with the authorization, issuance or sale of such stock.

20. Governing Law. The Plan shall be governed by Delaware law, except to the extent that such law is preempted by federal law.

21. Issuance of Shares. Shares may be issued upon exercise of an Option from authorized but unissued Common Stock, from shares held in the treasury of the Company, or from any other proper source.

22. Notification upon Sale of Shares. Each employee agrees, by participating in the Plan, to promptly give the Company notice of any disposition of shares purchased under the Plan where such disposition occurs within two (2) years after the date of grant of the Option pursuant to which such shares were purchased.

23. Grants to Employees in Foreign Jurisdictions. The Company may, to comply with the laws of a foreign jurisdiction, grant Options to employees of the Company or a Designated Subsidiary who are citizens or residents of such foreign jurisdiction (without regard to whether they are also citizens of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) with terms that are less favorable (but not more favorable) than the terms of Options granted under the Plan to employees of the Company or a Designated Subsidiary who are resident in the United States. Notwithstanding the preceding provisions of the Plan, employees of the Company or a Designated Subsidiary who are citizens or residents of a foreign jurisdiction (without regard to whether they are also citizens of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) may be excluded from eligibility under the Plan if (a) the grant of an Option under the Plan to a citizen or resident of the foreign jurisdiction is prohibited under the laws of such jurisdiction or (b) compliance with the laws of the foreign jurisdiction would cause the Plan to violate the requirements of Section 423 of the Code. The Company may add one or more appendices to the Plan describing the operation of the Plan in those foreign jurisdictions in which employees are excluded from participation or granted less favorable Options.

24. Authorization of Sub-Plans. The Administrator may from time to time establish one or more sub-plans under the Plan with respect to one or more Designated Subsidiaries, provided that such sub-plan complies with Section 423 of the Code.

25. Withholding. If applicable tax laws impose a tax withholding obligation, each affected employee shall, no later than the date of the event creating the tax liability, make a provision satisfactory to the Administrator for payment of any taxes required by law to be withheld in connection with any transaction related to Options granted to or shares acquired by such employee pursuant to the Plan. The Company may, to the extent permitted by law, deduct any such taxes from any payment of any kind otherwise due to an employee.

26. Equal Rights and Privileges. Subject to Section 23, all employees eligible to participate in the Plan will have equal rights and privileges under the Plan so that the Plan qualifies as an “employee stock purchase plan” within the meaning of Section 423 of the Code. Subject to Section 23, any provision of the Plan that is inconsistent with Section 423 of the Code will, without further act or amendment by the Company, the Board, or the Administrator, be reformed to comply with the equal rights and privileges requirement of Section 423 of the Code.

27. Effective Date and Approval of Stockholders. The Plan shall take effect upon the closing of the transactions contemplated by the Business Combination Agreement, dated as of November 27, 2023, by and among the Company (formerly, Plum Acquisition Corp. I), Veea Inc., and Plum SPAC Merger Sub, Inc. (the date on which such closing occurs, the “Effective Date”), subject to approval by the stockholders of the Company as required by Section 423 of the Code, which approval must occur within twelve months of the adoption of the Plan by the Board.

Adopted by the Board of Directors on [ ], 2024

Approved by the stockholders on [ ], 2024

Exhibit 16.1

September 24, 2024

Securities and Exchange Commission

100 F Street, N.E.

Washington, DC 20549

Commissioners:

We have read the statements made by Veea Inc. (f/k/a Plum Acquisition Corp. I) under Item 4.01 of its Form 8-K dated September 19, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other statements of Veea Inc. (f/k/a Plum Acquisition Corp. I) contained therein.

Very truly yours,

/s/ Marcum llp

Marcum llp

Exhibit 99.1

Veea Inc. and Plum Acquisition Corp. I Announce Closing of Business Combination

The combined company will begin trading on the Nasdaq Capital Market under the ticker symbols “VEEA” for its common stock and “VEEAW” for its publicly traded warrants

NEW YORK CITY and SAN FRANCISCO (September 16, 2024) — Veea Inc. (“Veea” or the “Company”), a first-to-market pioneer in hyperconverged multiaccess networks and AI-driven edge computing, and Plum Acquisition Corp. I (“Plum”), a Cayman Islands exempted company formed as a special purpose acquisition company, today announced the successful completion of their previously announced business combination (the “Business Combination”). The Business Combination was approved at an extraordinary general meeting of the Plum shareholders held on June 4, 2024. The combined company is named Veea Inc. and its common stock and publicly traded warrants are expected to commence trading on the Nasdaq Capital Market under the ticker symbols “VEEA” and “VEEAW”, respectively, on September 17, 2024.

Veea offers turnkey full-stack hybrid edge-cloud computing with its Veea Edge Platform^TM that integrates multiaccess network connectivity, compute, storage, containerized cybersecurity with secure connectivity and Edge AI where people, places, machines and things connect to the Internet . Veea’s smart computing VeeaHub^® products replace or complement a host of point products, such as servers, Wi-Fi access points, IoT gateways, routers, basic firewalls and network attached storage in one platform that is easy to install, monitor, operate and maintain. Veea’s Edge Platform, with VeeaHub^® products and VeeaWare software, enables private network “Cloud-in-a-Box” solutions at the edge of the network, that not only accelerates the move of AI processing to the edge, but champions digital transformation across many vertical industries that require edge infrastructure solutions. The transaction implies a total enterprise value for the combined company of approximately $335 million and includes approximately $36 million raised in a private placement that closed in the second quarter of 2024 and an additional $15 million subscribed for in a private placement concurrent with the closing of the Business Combination.

“We are excited to continue our journey as a publicly traded company and look forward to working with the Plum team in expanding our business,” said Allen Salmasi, Chairman and Chief Executive Officer of Veea. “Demand for hyperconverged edge computing and network connectivity solutions for enterprises and consumer markets with cybersecurity and secure connectivity continues to grow rapidly, and Veea’s transformative new product category is well positioned to deliver containerized applications supported by edge AI, groundbreaking cellular-like managed Wi-Fi and IoT devices, and a slew of other product capabilities at the edge.”

“We are very excited to be partnering with Allen and the rest of the management team at Veea due to their decades of experience in the digital transformation of the cellular industry. We are confident in their ability to successfully bring this revolutionary edge computing platform to market. Veea is accelerating digital transformation of existing and new spaces by combining connectivity, security, AI and computation into a single platform — a critically important need across multiple vertical industries, use cases, and geographic markets,” said Kanishka Roy, President and co-CEO of Plum.

According to Gartner “The computing edge is closest to customers and customers of customers. Over the next five years, edge AI will become the battlefront for innovation and mind share relating to smart, connected, digital business investment.”

Advisors

Cohen & Company Capital Markets, a division of J.V.B. Financial Group, LLC, is serving as the exclusive financial advisor and lead capital markets advisor to Plum. Hogan Lovells US LLP is serving as legal advisor to Plum. Ellenoff Grossman & Schole LLP is serving as legal advisor to Veea.

About Veea Inc.

Veea^® makes living and working at the edge simpler and more secure. Veea has unified multi-tenant computing, multiaccess multiprotocol communications, edge storage and cybersecurity solutions through fully integrated cloud- and edge-managed products. Veea’s pioneering Multiaccess Edge Computing (MEC) product developed from the ground up in a compact form factor brings together the functionality typically provided for through any combination of servers, Network Attached Storage (NAS) devices, routers, firewalls, Wi-Fi Access Points (APs), IoT gateways, 4G or 5G wireless access, and Cloud Computing (CC) by means of multiple hardware, software and systems integrated and maintained by IT/OT professionals. Compared to such solutions, Veea Edge Platform offers application responsiveness, bolsters cybersecurity, data privacy and context awareness, and lowers data transport costs as well as total cost of ownership, while providing for easy installation, operations, monitoring and maintenance of edge networks. At the heart of VeeaHub products resides a Linux server with a full-stack virtualized software environment for cloud-native applications that run in Secured Docker^TM containers, with a high degree of user data and application isolation, Software Defined Networking (SDN), Network Function Virtualization (NFV) and cybersecurity, delivering hyperconverged networking over a connectivity and computing mesh network. The fully integrated turnkey solution offers end-to-end cloud management of devices, applications and value-added services with Zero Trust Network Access (ZTNA) and, optionally, a highly simplified plug and play 5G-based Secure Access Service Edge (SASE) offering. Veea Edge Platform enables direct connections from the wide area optical fiber, cellular and satellite networks to the local area networks created by a VeeaHub mesh cluster over cellular-like network-managed Wi-Fi and IoT devices - a unique patented capability called network slicing. Veea Developer Portal and development tools provide for rapid development of edge applications, optionally, with Edge AI. Veea has implemented a range of cost-effective solutions for B2B and B2B2C offerings through service providers, channel partners, system integrators, enterprise partners, and government agencies for smart retail, smart construction, smart logistics and warehouses, smart farms and greenhouses, smart buildings, smart schools, smart hospitals, smart museums to smart cities. The use cases include broadband connectivity with cybersecurity and value-added services, IoT/IIoT/AIoT with data management, blockchain, and Edge AI technologies, including for unserved communities with no Internet connectivity, that represent nearly 2.9 billion people according to the joint studies by ITU and the World Bank. For these communities, Veea and its ecosystem partners have developed many unique technologies and applications to deliver Internet connectivity with tele-education, telemedicine services, tele-training, regenerative agriculture, and others. Today, school kids in remote villages of Indonesia are capable of accessing ChatGPT in their local language utilizing a locally developed app over Veea Edge Platform. Veea was formed in 2014 and is headquartered in New York City with a rich history of major innovations in the development of advanced networking, wireless and computing technologies, along with over 103 granted and 33 pending patents in key aspects of hyperconverged edge computing technologies. For more information, visit veea.com and follow us on X and LinkedIn.

About Plum Acquisition Corp. I

Plum Acquisition Corp. I is a special purpose acquisition company founded by Ursula Burns, Kanishka Roy, and Mike Dinsdale. Plum was formed with the mission of creating a platform, built by operators for operators, to enable great private companies to become outstanding public companies and listed stocks.

Forward-Looking Statements

This press release contains certain forward-looking statements within the meaning of the federal securities laws. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions.

Examples of forward-looking statements in this press release include, but are not limited to, statements regarding the Company’s business, operations, cash flows and financial position. The risks and uncertainties include, but are not limited to: (i) the failure to maintain adequate operational and financial resources or raise additional capital or generate sufficient cash flows; (ii) risks related to Veea’s current growth strategy and Veea’s ability to generate revenue and become profitable; (iii) market acceptance of Veea’s platform and products; (iv) the length and unpredictable nature of Veea’s sales cycles; (v) Veea’s reliance on distribution and partnering arrangements and third-party manufacturers; (vi) cybersecurity incidents, security vulnerabilities, and real or perceived errors, failures, defects, or bugs in Veea’s platforms or products; (vii) the ability of Veea to protect and develop its intellectual property rights; (viii) substantial regulations, which are evolving, and unfavorable changes or failure by Veea to comply with these regulations; (ix) the ability to maintain the listing of Veea’s common stock and warrants on Nasdaq,; (x) the potential liquidity and trading of Veea’s public securities’; (xi) the ability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, competition, Veea’s ability to grow and manage growth profitably and retain its key employees; (xii) Veea’s success in retaining or recruiting, or changes required in, its officers, key employees or directors following the completion of the Business Combination, and ability to attract and retain key personnel; and (xiii) other risks and uncertainties identified in the prospectus dated May 13, 2024 filed with the Securities and Exchange Commission (the “SEC”) on May 15, 2024, relating to the Business Combination, including those set forth under the heading “Risk Factors” therein, and in other filings with the SEC made by Veea and Plum. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements.

These statements are based on various assumptions, whether or not identified in this press release, and on the current expectations of Veea’s and Plum’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as and must not be relied upon by any investors as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. If any of these risks materialize or the parties’ assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Many factors could cause actual future events to differ materially from the forward-looking statements in this press release. There may be additional risks that neither Veea or Plum presently know or that Veea and Plum currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and Veea and Plum assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise. Neither Veea nor Plum gives any assurance that either Veea or Plum will achieve its expectations.

Media Contact:

James Christopherson
Sterling Communications for Veea
veea@sterlingpr.com

Exhibit 99.2

Crowdkeep and VEEA Announce Strategic Partnership to Deliver AI-Enabled Hybrid Edge-Cloud Managed Solutions for Construction, Healthcare, Logistics, and Education

Unifying Crowdkeep’s IoT Platform with Veea’s Edge Platform creates a wholistic platform managed at the edge, optimizing operational efficiencies, maximizing safety, and streamlining campus and construction site management

NEW YORK and WASHINGTON, DC – September 17, 2024 – Crowdkeep, the leading Internet of Things (IoT) platform in asset, people, and condition tracking; and Veea (NASDAQ: VEEA), a first-to-market pioneer in hyperconverged multiaccess networks with AI-driven cybersecurity, have announced their partnership to integrate their respective technologies into a singular, tailored solution to track assets, people, and conditions across a variety of use cases complementing a plethora of edge applications, developed by Veea and its ecosystem partners, that together run on Veea Edge Platform.

The combined capabilities of Crowdkeep and Veea is offered through an AI-enabled multiaccess edge computing platform with 4G or 5G connectivity, an IoT gateway and a comprehensive cloud backend for device and application management, and the associated data analytics, enabling organizations to maintain visibility on employees, students or guests at a venue, manage and track valuable assets along with visual displays of camera streams, event notifications, utilization rates and footfall analytics with heatmaps. The solution also offers management, monitoring, programming or automation of a) IoT endpoints (e.g., cameras, smart locks, gunshot audio detector, or leak detectors), b) access authorization and lockdown management, c) energy consumption (e.g., lighting, HVAC or refrigeration), d) environmental conditions like air or water quality, e) occupancy (i.e., with cameras or occupancy sensors), f) compliance, safety (e.g., accident or fight detection with cameras), g) digital health with alerts (i.e., sensors and cameras), h) predictive maintenance, i) management of cached content or digital forms at the edge for privacy, secure delivery when in proximity, or when latency sensitive, j) smart check-outs, and k) interactive digital displays with language translations, among numerous other features.

With optimized solutions for construction, education, healthcare, and logistics, the combined Crowdkeep - Veea platform features capabilities and applications such as automated attendance tracking, seamless timesheet approvals, industry-specific functionalities such as emergency response systems for schools or geo-fenced hazardous areas for construction sites with notification capabilities that support event triggers for automated functions, alarms and the full range of private or public communications at the edge.

Automated attendance tracking allows administrators to track employee/student attendance and streamlines staff timesheet completion, while smart asset management offers the ability to track the location of all valuable assets, such as laptops, valuable tools or machinery with AI-powered usage analytics and a recommendation engine for optimal resource allocation by the school administrators and staff. Integrations for environmental monitoring allow administrators to monitor, detect, control and/or automate conditions like fire or smoking/vaping with notifications, temperature, air and water quality. Veea’s implementation of Containerized Portable Niagara Framework from Tridium allows additional energy and building management use cases.

The emergency response solutions not only ensures compliance to newly-passed legislation like Alyssa’s Law, but goes farther, allowing parents direct monitoring access to their children with a simple wristband or a tag at all times while on campus. The platform’s people tracking technology is supported by a mesh IoT network, which triangulates a user’s location through the wearable tag with real-time accuracy, guaranteeing the most reliable information for authorities in emergency situations.

The combined platform, with distributed computing nodes over a multiaccess mesh connectivity network, is capable of collecting enormous amounts of data from connected devices (e.g., user devices, cameras and sensors) where a machine learning application can be employed to make data-driven predictions or decisions with fusion of logic derived from data collected from different sensors and cameras. The Edge AI is delivered through a computer vision application with the ability to interpret and analyze camera streams and time-lapse images to then turn them into actionable insights, detecting both anomalies and progress as well as workers’ location on the job site and behavior. More complex features such as neural reasoning with digital twins can extract complex events and trigger alerts from captured data, for example, to reconstruct complex building structures and detect deviations. The combined offerings span across a range of other industries and verticals.

For more information on Crowdkeep and Veea’s platforms and combined solution, visit https://crowdkeep.com/ and https://www.veea.com/.

About Crowdkeep

Crowdkeep is an Internet of Things (IoT) platform that empowers users to make fast, informed decisions about people, assets, and conditions throughout the workplace. Created out of a desire to introduce a comprehensive IoT platform that enables a safer and more efficient workplace, Crowdkeep looks to the future with agility and confidence to pioneer technologies that have staying power in the constantly evolving digital world.

Crowdkeep is proud to be part of a wave of digital transformation technologies, which are changing the way businesses and organizations operate and make decisions. Crowdkeep takes aim at the ineffective and obsolete ways of doing things and offers customers cost effective solutions that are less complex, easy to deploy, and lead to insights and intelligent analysis that help the workplace become more productive and run safer. For more information visit crowdkeep.com.

About Veea

Veea® makes living and working at the edge simpler and more secure. Veea has unified multi-tenant computing, multiaccess multiprotocol communications, edge storage and cybersecurity solutions through fully integrated cloud- and edge-managed products. Veea’s pioneering Multiaccess Edge Computing (MEC) product developed from the ground up in a compact form factor brings together the functionality typically provided for through any combination of servers, Network Attached Storage (NAS) devices, routers, firewalls, Wi-Fi Access Points (APs), IoT gateways, 4G or 5G wireless access, and Cloud Computing (CC) by means of multiple hardware, software and systems integrated and maintained by IT/OT professionals. Compared to such solutions, Veea Edge Platform offers application responsiveness, bolsters cybersecurity, data privacy and context awareness, and lowers data transport costs as well as total cost of ownership, while providing for easy installation, operations, monitoring and maintenance of edge networks. At the heart of VeeaHub products resides a Linux server with a full-stack virtualized software environment for cloud-native applications that run in Secured Docker^TM containers, with a high degree of user data and application isolation, Software Defined Networking (SDN), Network Function Virtualization (NFV) and cybersecurity, delivering hyperconverged networking over a connectivity and computing mesh network. The fully integrated turnkey solution offers end-to-end cloud management of devices, applications and value-added services with Zero Trust Network Access (ZTNA) and, optionally, a highly simplified plug and play 5G-based Secure Access Service Edge (SASE) offering. Veea Edge Platform enables direct connections from the wide area optical fiber, cellular and satellite networks to the local area networks created by a VeeaHub mesh cluster over cellular-like network-managed Wi-Fi and IoT devices - a unique patented capability called network slicing. Veea Developer Portal and development tools provide for rapid development of edge applications, optionally, with Edge AI. Veea has implemented a range of cost-effective solutions for B2B and B2B2C offerings through service providers, channel partners, system integrators, enterprise partners, and government agencies for smart retail, smart construction, smart logistics and warehouses, smart farms and greenhouses, smart buildings, smart schools, smart hospitals, smart museums to smart cities. Veea was formed in 2014 and is headquartered in New York City with a rich history of major innovations in the development of advanced networking, wireless and computing technologies, along with over 103 granted and 33 pending patents in key aspects of hyperconverged edge computing technologies. For more information, visit veea.com and follow us on X and LinkedIn.

Exhibit 99.3

VEEA INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of June 30, 2024 and December 31, 2023
and for the Three and Six Months Ended
June 30, 2024 and 2023

Veea Inc. and Subsidiaries

Condensed Consolidated Financial Statements

(Unaudited)

As of June 30, 2024 and December 31, 2023 and for the Three and Six Months Ended June 30, 2024 and 2023

Contents

Condensed Consolidated Financial Statements:

Condensed Consolidated Balance Sheets		2
Condensed Consolidated Statements of Operations		3
Condensed Consolidated Statements of Comprehensive Loss		4
Condensed Consolidated Statements of Stockholders’ Equity (Deficit)		5-6
Condensed Consolidated Statements of Cash Flows		7
Notes to Condensed Consolidated Financial Statements		8

Veea Inc. and Subsidiaries

Condensed Consolidated Balance Sheets (Unaudited)
As of June 30, 2024 and December 31, 2023

		As of June 30,			As of December 31,
		2024			2023
		(Unaudited)

ASSETS
Current Assets
Cash	$	869,594		$	6,010,075
Receivables		52,015			52,838
Inventory, net		7,943,082			7,375,621
Prepaid expenses and other current assets		5,437,960			513,670
Total current assets		14,302,651			13,952,204
Property and equipment, net		300,392			376,667
Goodwill		4,793,149			4,797,078
Intangible assets, net		700,658			628,477
Right-of-use lease assets		292,066			545,411
Investments		452,572			451,874
Security deposits		85,573			85,595
Total assets	$	20,927,061		$	20,837,306
LIABILITIES & STOCKHOLDERS’ EQUITY (Deficit)
Current liabilities
Revolving line of credit	$	9,000,000		$	9,000,000
Related party notes, net of discount		12,598,000			12,598,000
Accrued interest, related party		2,882,982			2,272,993
Accounts payable		2,296,236			1,077,898
Accrued expenses		5,547,822			4,741,495
Investor deposits		-			2,048,776
Operating lease liabilities - current portion		300,240			445,850
Total current liabilities		32,625,280			32,185,012
Operating lease liabilities		-			119,424
Total liabilities		32,625,280			32,304,436
Stockholders’ Equity (Deficit)
Series A preferred stock, $.00001 par value, 35,920,813 shares authorized, 35,920,813 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively		359			359
Series A-1 preferred stock, $.00001 par value, 44,228,636 shares authorized, 40,569,493 and 40,569,493 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively		405			405
Series A-2 preferred stock, $.00001 par value, 41,000,000 shares authorized, 19,670,118 and 12,660,067 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively		197			126
Common stock, $0.00001 par value, 146,000,000 shares authorized, 7,298,303 and 7,243,514 shares issued and outstanding at June 30, 2024 and December 31, 2023, respectively		73			72
Additional paid-in capital		172,053,812			159,476,012
Accumulated deficit		(183,579,814	)		(170,282,750	)
Accumulated other comprehensive income (loss)		(173,251	)		(661,354	)
Total stockholders’ equity (deficit)		(11,698,219	)		(11,467,130	)
Total liabilities and stockholders’ equity (deficit)	$	20,927,061		$	20,837,306

(The accompanying notes are an integral part of these consolidated financial statements)

Veea Inc. and Subsidiaries
Condensed Consolidated Statements of Operations (Unaudited)
Three and Six Months Ended June 30, 2024 and 2023

	For the Three Months Ended						For the Six Months Ended
	June 30, 2024			June 30, 2023			June 30, 2024			June 30, 2023

Sales, net	$	40,811			7,706		$	57,581		$	31,105
Cost of Goods Sold		30,706			7,584			42,690			22,856
Gross profit (loss)		10,105			122			14,891			8,249
Operating Expenses:
Product development		701,946			139,734			796,169			490,839
Sales and marketing		292,140			57,632			378,404			161,187
General and administrative		5,785,051			4,101,417			11,102,408			7,261,446
Depreciation and amortization		68,465			589,020			137,381			658,988
Total operating expenses		6,847,602			4,887,803			12,414,362			8,572,460
Loss from operations		(6,837,497	)		(4,887,681	)		(12,399,471	)		(8,564,211	)
Other Income and (Expense):
Other income, net		10,075			(156,971	)		12,659			(155,515	)
Other expense		(6,474	)		3,259			(9,310	)		(15,134	)
Interest expense		(444,174	)		(2,029,381	)		(900,942	)		(2,636,147	)
Total other income and expense		(440,573	)		(2,183,093	)		(897,593	)		(2,806,796	)
Net loss	$	(7,278,070	)	$	(7,070,774	)	$	(13,297,064	)	$	(11,371,007	)
Net loss per common share - basic and diluted	$	(1.00	)	$	(0.98	)	$	(1.83	)	$	(1.57	)
Weighted average shares outstanding basic and diluted		7,265,469			7,243,514			7,254,491			7,227,160

(The accompanying notes are an integral part of these consolidated financial statements)

Veea Inc. and Subsidiaries

Condensed Consolidated Statements of Comprehensive Loss (Unaudited)
Three and Six Months Ended June 30, 2024 and 2023

	For the Three Months Ended						For the Six Months Ended
	June 30, 2024			June 30, 2023			June 30, 2024			June 30, 2023
Net loss	$	(7,278,070	)	$	(7,070,774	)	$	(13,297,064	)	$	(11,371,007	)
Other Comprehensive gain (loss):
Foreign currency translation adjustment		122,722			(1,264,440	)		488,103			(1,012,984	)
Comprehensive loss	$	(7,155,348	)	$	(8,335,214	)	$	(12,808,961	)	$	(12,383,991	)

(The accompanying notes are an integral part of these consolidated financial statements)

Veea Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited)
Three and Six Months Ended June 30, 2024 and 2023

	Series A-2			Series A-1			Series A												Accumulated Other			Total
	Preferred Stock			Preferred Stock			Preferred Stock			Common Stock				Additional		Accumulated			Comprehensive			Stockholders’
	Shares		Amount	Shares		Amount	Shares		Amount	Shares		Amount		Paid-in-Capital		Deficit			Income (Loss)			Deficit
Balance, December 31, 2023	12,660,067	$	126	40,569,493	$	405	35,920,813	$	359	7,243,514	$	72	$	159,476,012	$	(170,282,750	)	$	(661,354	)	$	(11,467,130	)
Series A-2 Preferred Stock Issuances, net of transaction costs	6,866,810		69	-		-	-		-	-		-		11,955,338		-			-			11,955,407
Conversion of vendor payable to Series A-2 Preferred Stock	42,854		1	-		-	-		-	-		-		78,422		-			-			78,423
Stock based compensation for stock options	-		-	-		-	-		-	-		-		62,670		-			-			62,670
Foreign currency translation gain	-		-	-		-	-		-	-		-		-		-			365,381			365,381
Net Loss	-		-	-		-	-		-	-		-		-		(6,018,994	)		-			(6,018,994	)
Balance, March 31, 2024	19,569,731		196	40,569,493		405	35,920,813		359	7,243,514		72		171,572,442		(176,301,744	)		(295,973	)		(5,024,243	)
Series A-2 Preferred Stock Issuances, net of transaction costs	29,904		-	-		-	-		-	-		-		54,725		-			-			54,725
Conversion of vendor payable to Series A-2 Preferred Stock	70,483		1	-		-	-		-	-		-		128,983		-			-			128,984
Common stock issued upon exercise of stock options	-		-	-		-	-		-	54,789		1		25,483		-			-			25,484
Stock based compensation for stock options	-		-	-		-	-		-	-		-		272,179		-			-			272,179
Foreign currency translation gain	-		-	-		-	-		-	-		-		-		-			122,722			122,722
Net Loss	-		-	-		-	-		-	-		-		-		(7,278,070	)		-			(7,278,070	)
Balance, June 30, 2024	19,670,118	$	197	40,569,493	$	405	35,920,813	$	359	7,298,303	$	73	$	172,053,812	$	(183,579,814	)	$	(173,251	)	$	(11,698,219	)

(The accompanying notes are an integral part of these consolidated financial statements)

Veea Inc. and Subsidiaries

Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (Unaudited)
Three and Six Months Ended June 30, 2024 and 2023

	Series A-2			Series A-1			Series A												Accumulated Other			Total
	Preferred Stock			Preferred Stock			Preferred Stock			Common Stock				Additional		Accumulated			Comprehensive			Stockholders’
	Shares		Amount	Shares		Amount	Shares		Amount	Shares		Amount		Paid-in-Capital		Deficit			Income (Loss)			Deficit
Balance, December 31, 2022	-	$	-	35,094,893	$	351	35,920,813	$	359	7,203,514	$	72	$	123,779,186	$	(154,849,725	)	$	772,034		$	(30,297,723	)
Conversion of covertible notes and accrued interest	-		-	5,474,600		54	-		-	-		-		10,949,143		-			-			10,949,197
Issuance of warrants with term note	-		-	-		-	-		-	-		-		1,682,750		-			-			1,682,750
Common stock issued upon exercise of stock options	-		-	-		-	-		-	40,000		-		4		-			-			4
Stock based compensation for stock options	-		-	-		-	-		-	-		-		194,689		-			-			194,689
Foreign currency translation gain	-		-	-		-	-		-	-		-		-		-			251,456			251,456
Net Loss	-		-	-		-	-		-	-		-		-		(4,300,233	)		-			(4,300,233	)
Balance, March 31, 2023	-		-	40,569,493		405	35,920,813		359	7,243,514		72		136,605,772		(159,149,958	)		1,023,490			(21,519,860	)
Stock based compensation for stock options	-		-	-		-	-		-	-		-		133,640		-			-			133,640
Common stock issued upon exercise of stock options	-		-	-		-	-		-	-		-		-		-			-			-
Foreign currency translation (loss)	-		-	-		-	-		-	-		-		-		-			(1,264,440	)		(1,264,440	)
Net Loss	-		-	-		-	-		-	-		-		-		(7,070,774	)		-			(7,070,774	)
Balance, June 30, 2023	-	$	-	40,569,493	$	405	35,920,813	$	359	7,243,514	$	72	$	136,739,412	$	(166,220,732	)	$	(240,950	)	$	(29,721,434	)

(The accompanying notes are an integral part of these consolidated financial statements)

Veea Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
For Six Months Ended June 30, 2024 and 2023

	Six Months ended June 30,
	2024			2023
Cash flows from operating activities
Net loss	$	(13,297,064	)	$	(11,371,007	)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation and amortization		137,379			658,988
Amortization of debt issuance costs		-			897,316
Impairment loss on investment		(698	)		(10,788	)
Stock based compensation		334,774			328,327
Interest expense		-			654,862
Unrealized foreign currency transaction(gain) loss		643,851			(1,339,952	)
Amortization of operating lease right of use assets		253,345			398,936
Changes in operating assets and liabilities:
Accounts receivable		823			115,281
Inventories		(567,461	)		(65,559	)
Prepaid and other current assets		(4,924,290	)		(140,486	)
Customer deposits		-			4,000,000
Accounts payable		1,273,687			(893,304	)
Accrued expenses		806,691			346,724
Accrued interest		609,989			659,118
Operating lease payments		(265,034	)		(465,039	)
Net cash used in operating activities		(14,994,009	)		(6,226,583	)
Cash flows from investing activities
Purchase of property and equipment		(32,997	)		(553	)
Purchase of intangible assets and trademarks		(100,315	)		(86,509	)
Net cash used in investing activities		(133,312	)		(87,062	)
Cash flows from financing activities
Proceeds of term loan		-			5,000,000
Proceeds from demand notes - related party		-			2,248,000
Proceeds from the exercise of stock options for common stock		25,484			-
Proceeds from the issuance of Series A-2 preferred stock, net of transaction costs		9,961,356			-
Net cash provided by financing activities		9,986,840			7,248,000
Net increase (decrease) in cash and cash equivalents		(5,140,481	)		934,355
Cash and cash equivalents at beginning of year		6,010,075			185,881
Cash and cash equivalents at end of year	$	869,594		$	1,120,236
Non-cash activities
Conversion of principal on convertible notes to preferred stock - Series A-1	$	-		$	9,069,516
Conversion of interest on convertible notes to preferred stock - Series A-1	$	-		$	1,879,686
Warrants issued with notes payable	$	-		$	1,682,750
Issuance on Series A-2 preferred stock in exchange for Investor Deposits	$	2,048,776		$	-
Conversion of vendor payable to Series A-2 preferred stock	$	207,406		$	-
Supplemental cash flow information
Interest paid	$	317,794		$	353,025

(The accompanying notes are an integral part of these consolidated financial statements)

Veea Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2024 and 2023

1 –

DESCRIPTION OF BUSINESS

Veea Inc. (together with subsidiaries collectively, “Veea” or the “Company”) has developed a Smart platform that is capable of delivering a wide range of services by intelligently connecting everyone and everything that is IoT-enabled, while making it possible for commercial and social connections through its platform to offer more contextual, transactional and relevant data. The Company is a highly differentiated Platform-as-a- Service (PaaS) company with a suite of innovative products and services that can serve many of Smart industries at the network edge.

The Company has three wholly owned subsidiaries, Veea Solutions Inc., a Delaware corporation Veea Systems Inc., a Delaware corporation and Veea Systems Ltd., a company located in the United Kingdom (“U.K.”). The Company is headquartered in New York City with offices in the United States (“U.S.”) and Europe.

On March 24, 2021, the Company formed VeeaSystems SAS (“Veea SAS”), a simplified joint stock company in France. Upon formation, the Company initially purchased a 17.5% ownership interest for a purchase price of €875 (approximately $1,100) and was granted call options for the remaining outstanding ownership interests at purchase price of €1 per share. In July 2023, the Company exercised one of the call options and purchased an additional 24.5% interest for a total purchase price of €1,225. In December 2023, the Company exercised the remaining call options to purchase the ownership interests not then held by the Company, including the 7% ownership interest held by the Company’s Chief Executive Officer (“CEO”) for a total purchase price of €2,900.

On November 28, 2023 the Company and Plum Acquisition Corp. I (“Plum”) (NASDAQ: PLMI), a special purpose acquisition company announced the signing of a definitive business combination agreement (the “Business Combination Agreement”) in connection with a proposed business combination expected to result in the Company becoming a publicly traded company (such proposed business combination and related transactions, including the issuance by Plum of securities in connection therewith, collectively, the “Business Combination”). The Business Combination Agreement was amended on June 13, 2024 and September 11, 2024. The Business Combination is structured as a merger between a wholly-owned subsidiary of Plum, on the one hand, and the Company, on the other, following which Plum, after transitioning out of the Cayman Islands and into the State of Delaware to become a Delaware corporation, will be renamed and will continue the business of the Company (referred to herein as the “Combined Company”). The transaction consideration to be issued to securityholders (including holders of outstanding debt and other convertible securities) at the closing of the proposed Business Combination (the “Closing”) will consist of newly-issued Plum securities determined based on a pre-money equity value for the Company’s outstanding equity securities and certain outstanding debt that will be converted into equity at the Closing of approximately $194 million, excluding the proceeds of the issuance of shares of Series A-2 Preferred Stock. Following the Closing, holders of the Company capital stock as of immediately prior to the Closing (excluding holders of the Company’s Series A-2 Preferred Stock) will have the contingent right to receive up to 4.5 million additional shares of Combined Company common stock if certain trading-price based milestones of the Combined Company’s common stock are achieved during the ten-year period following the Closing, as set forth in the Business Combination Agreement. Proceeds from the proposed Business Combination and financing transactions are expected to support the Combined Company in its business plans.

Current equity holders of the Company are expected to own a majority of the outstanding capital stock of the Combined Company immediately after the Closing and the Company will appoint a majority of the members of the board of directors of the Combined Company in accordance with the terms of the Business Combination Agreement.

The parties expect the Business Combination to be consummated in Q3 of 2024, following satisfaction of the closing conditions set forth in the Business Combination Agreement, including, without limitation, approval by shareholders of Plum and stockholders of the Company, the effectiveness of a registration statement to be filed by Plum with the Securities and Exchange Commission in connection with the transaction and other customary closing conditions. Plum and the Company expect to further agree to provide for certain additional conditions to the Closing, including but not limited to: the assumption of certain deferred liabilities of Plum by the Combined Company in exchange for certain earnout shares held by Plum’s sponsor, indemnification of the Combined Company for all other accrued liabilities of Plum not so deferred, equitization of certain promissory and other notes at a price of $5 per share and a waiver of the net tangible assets closing condition in the Business Combination Agreement.

2 –

LIQUIDITY AND MANAGEMENT’S PLAN

During the six months ended June 30, 2024 and 2023, the Company has incurred net losses of $13.3 million and $11.4 million, respectively, and had an accumulated deficit of $183.6 million as of June 30, 2024. The Company expects to continue to incur net losses as it continues to grow and scale its business. Historically, the Company’s activities have been financed through private placements of equity securities and debt to related parties. In October 2023, the Company commenced a private placement for the sale of its newly designated Series A-2 Preferred Stock, par value of $.00001 per share (the “Series A-2 Preferred Stock”). As of June 30, 2024, the Company has received approximately $31 million in cash from the sale of shares of Series A-2 Preferred Stock and $5.2 million in other consideration from the sale of shares of Series A-2 Preferred Stock including the conversion of debt and other outstanding obligations.

Veea Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2024 and 2023

Concurrent with the closing of the Business Combination, the Company expects to convert up to approximately $16 million of related party debt to equity concurrently with the consummation of the Business Combination.the Company and Plum have signed Note Purchase Agreements with unrelated third parties providing for the issuance and sale of unsecured subordinated convertible notes up to $15,000,000at one or more closings, with convertible notes aggregating at least $2million being issued at Closing or within ten (10) business days after the Closing and at least $2.0 million that will be available within 30 days after the Closing.

In addition, taking into account the anticipated receipt of additional note proceeds expected to be received following the closing of the Business Combination, the receipt of approximately $1.1 million of proceeds from Plum’s trust account upon consummation of the Business Combination and the return of the Company’s $5 million downpayment for certain inventory purchased from iFree iFREE Group Holdings Limited, the Company believes that it has sufficient cash to meet its working capital requirements over the next twelve months. If additional funding is required to execute the Company’s business plan, the Company expects to seek to obtain that additional funding through a combination of private equity offerings, debt financings or a combination thereof. There can be no assurance as to the availability or terms upon which such financing and capital might be available.

3 –

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All significant intercompany transactions and balances have been eliminated in consolidation.

Basis of Accounting

The accompanying condensed consolidated financial statements have been prepared on the accrual basis in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

Use of Estimates

Management of the Company is required to make certain estimates, judgments, and assumptions during the preparation of its condensed consolidated financial statements in accordance with GAAP. The Company believes that these estimates, judgments and assumptions are reasonable under the circumstances. These estimates, judgments, and assumptions impact the reported amounts of assets, liabilities, revenue, and expenses, and the related disclosure of contingent assets and liabilities. Actual results could differ from these estimates. Changes in such estimates could affect amounts reported in future periods. On an ongoing basis, the Company evaluates its estimates and judgments including those related to: liquidity and going concern, the useful lives and recoverability of property and equipment and definite-lived intangible assets; the recoverability of goodwill and indefinite-lived intangible assets; the carrying value of accounts receivable, including the determination of the allowance for credit losses; inventory, including the determination of allowances for estimated excess or obsolescence; the fair value of warrants; the fair value of acquisition- related contingent consideration arrangements; unrecognized tax benefits; legal contingencies; the incremental borrowing rate for the Company’s leases; and the valuation of stock-based compensation, among others.

Emerging Growth Company Status

Following the consummation of the proposed business combination transaction with Plum, the Company is expected to be a publicly traded company and an emerging growth company (“EGC”), as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). Under the JOBS Act, EGCs can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until those standards apply to private companies. In anticipation of the closing the business combination transaction with Plum, the Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an EGC or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, the condensed consolidated financial statements may not be comparable to the financial statements of companies that comply with the new or revised accounting pronouncements as of dates effective for public companies. Refer to Note 1 – Description of the Business for further information regarding the proposed business combination transaction.

Segment Information

The Company operates as a single operating segment. The chief operating decision maker is the Company’s Chief Executive Officer, who makes resource allocation decisions and assesses performance based on financial information presented on a consolidated basis, accompanied by disaggregated revenue information. Accordingly, the Company has determined that it has a single reportable segment and operating segment.

Veea Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2024 and 2023

Fair Value Measurement

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The fair value hierarchy is based on three levels of inputs, of which the first two are considered observable and the last is considered unobservable:

	Level 1 -	Observable inputs obtained from independent sources, such as quoted market prices for identical assets and liabilities in active markets.

	Level 2 -	Other inputs, which are observable directly or indirectly, such as quoted market prices for similar assets or liabilities in active markets, quoted market prices for identical or similar assets or liabilities in markets that are not active, and inputs that are derived principally from or corroborated by observable market data.

	Level 3 -	Unobservable inputs for which there is little or no market data and require the Company to develop its own assumptions, based on the best information available in the circumstances, about the assumptions market participants would use in pricing the assets or liabilities.

The Company issued preferred stock warrants and common stock warrants classified as equity securities which do not require recurring fair value measurement. Refer to Note 9 – Stock-Based Compensation for the assumptions used in estimating the fair value of such common stock warrants.

Recurring Fair Value Measurements

The following methods and assumptions were used to estimate the fair value of each class of financial assets and liabilities for which it is practicable to estimate fair value:

Money market funds — The carrying amount of money market funds approximates fair value and is classified within Level 1 because the fair value is determined through quoted market prices.

The Company’s remaining financial instruments that are measured at fair value on a recurring basis consist primarily of cash, accounts receivable, accounts payable, accrued expenses, and other current liabilities. The Company believes their carrying values are representative of their fair values due to their short-term maturities.

Cash and Cash Equivalents

Cash balances are held in U.S. and European banks. Cash balances held in the U.S. are insured by the Federal Deposit Insurance Corporation subject to certain limitations. The Company maintains its cash balances in highly rated financial institutions. At times, cash balances may exceed federally insurable limits.

Restricted Cash

The Company is not subject to any contractual agreement that contains restrictions on the Company’s use or withdrawal of its cash or cash equivalents.

Revenue Recognition

Veea Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2024 and 2023

Warranties

The Company accrues the estimated cost of product warranties at the time of recognizing revenue. The Company’s standard product warranty terms generally include post-sales support and repairs or replacement of a product at no additional charge for a specified period of time. The Company actively monitors and evaluates the quality of its component suppliers. The estimated warranty obligation is based on contractual warranty terms, repair costs, and the Company’s baseline experience. The Company’s standard warranty terms are twelve months. Warranty expense was not significant for the three and six months ended June 30, 2024 and June 30, 2023.

Accounts Receivable

Trade accounts receivable are recognized and carried at billed amounts less an allowance for credit losses. The Company adopted the Current Expected Credit Losses (“CECL”) guidance effective January 1, 2023. The Company maintains the allowance for estimated losses resulting from the inability of the Company’s customers to make required payments. The allowance represents the current estimate of lifetime expected credit losses over the remaining duration of existing accounts receivable considering current market conditions and supportable forecasts when appropriate. The estimate is a result of the Company’s ongoing evaluation of collectability, customer creditworthiness, historical levels of credit losses, and future expectations. Credit loss expense and allowance for credit losses were not significant as of June 30, 2024 and December 31, 2023, and for the three and six months ended June 30, 2024 and June 30, 2023.

Inventory

The Company values inventory at the lower of cost or net realizable value. Cost is computed using standard cost which approximates actual cost on a first-in, first-out basis. At each reporting period, the Company assesses the value of its inventory and writes down the cost of inventory to its net realizable value if required, for estimated excess or obsolescence. Factors influencing these adjustments include changes in future demand forecasts, market conditions, technological changes, product life cycle and development plans, component cost trends, product pricing, physical deterioration, and quality issues. The write down for excess or obsolescence is charged to the provision for inventory, which is a component of Cost of Goods Sold in the Company’s consolidated statements of operations and comprehensive loss. At the point of the loss recognition, a new, lower cost basis for that inventory is established, and subsequent changes in facts and circumstances do not result in the restoration or increase in that newly established cost basis.

Veea Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2024 and 2023

Cost of Goods Sold

Shipping and Handling

The Company considers shipping and handling to customers to represent activities performed in fulfilling the contract with the customer. When shipping is charged to the customer, the Company nets such charges against actual shipping costs incurred.

Tax Collected from Customers

Taxes imposed by governmental authorities on the Company’s revenue producing activities, such as sales taxes, are excluded from net sales.

Research and Development

Research and development (“R&D”) costs that do not meet the criteria for capitalization are expensed as incurred. R&D costs primarily consist of employee compensation, employee benefits, stock-based compensation related to technology developers and product management employees, as well as fees paid for outside services and materials.

Sales and Marketing

Sales and marketing costs consist of compensation and other employee related costs for personnel engage in selling and marketing, and sales support functions. Selling expenses also include marketing, and the costs associated with customer evaluations. The Company does not incur advertising costs.

General and Administrative Expense

General and administrative expense consists of compensation expense (including stock-based compensation expense), executive management, finance, legal, tax, and human resources. General and administrative expense also include transaction costs, expenses associated with facilities, information technology, external professional services, legal costs and settlement of legal claims and other administrative expenses.

Property and Equipment, net

Property and equipment, net is stated at cost and depreciated on a straight-line basis of five to seven years for furniture and fixtures and five years for computer equipment. Leasehold improvements are capitalized and amortized over the shorter of their useful lives or remaining lease term. Repair and maintenance costs are charged to operations in the periods incurred. Upon retirement or sale, costs and related accumulated depreciation or amortization are removed from the balance sheets and the resulting gain or loss is included in operating expense in the Company’s consolidated statements of operations and comprehensive loss.

Goodwill

Impairment of Long-Lived Assets

Veea Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2024 and 2023

Stock-Based Compensation

The Company accounts for stock-based compensation expense in accordance with ASC 718, Compensation-Stock Compensation (“ASC 718”). The Company measures and recognizes compensation expense for all stock-based awards based on estimated fair values on the date of the grant, recognized over the requisite service period. For awards that vest solely based on a service condition, the Company recognizes stock-based compensation expense on a straight-line basis over the requisite service period. The Company accounts for forfeitures as they occur.

Income Taxes

Effective June 8, 2018, the Company converted from an S Corporation to a C Corporation for federal and state income tax purposes. Accordingly, prior to the conversion to a C corporation, the Company did not record deferred tax assets or liabilities or have any net operating loss carryforwards. The Company is required to file tax returns in the U.S. federal jurisdiction and various states and local municipalities. Veea Systems Ltd. is governed by, and is required to file tax returns under, the Income Tax Law of the U.K. with a statutory income tax rate of 19%. In 2021, the Company established Veea SAS, a French entity with a statutory income tax rate of 25%.

Significant judgment is required in determining the Company’s uncertain tax positions. It is not expected that there will be a significant change in uncertain tax positions for the six months ended June 30, 2024 and December 31, 2023, respectively.

Foreign Operations and Foreign Currency Translation

The currency of the primary economic environment in which the operations of the Company and its U.S. subsidiaries are conducted is the United States dollar (“USD”). Accordingly, the Company and all of its U.S. subsidiaries use USD as their functional currency. The results of the Company’s non-U.S. subsidiaries, whose functional currency are the local currencies of the economic environment in which they operate, are translated into USD in accordance with GAAP.

Assets and liabilities are translated at year-end exchange rates, while revenues and expenses are translated at average exchange rates during the year. Differences resulting from translation are presented in equity as accumulated other comprehensive loss. Transaction gains and losses that arise from exchange rate fluctuations on transactions denominated in a currency other than the functional currency are included in the results of operations as incurred. Foreign currency transaction gain (loss), mainly related to intercompany transactions, is included in the consolidated statements of operations. For the three months ended June 30, 2024 and June 30, 2023 such amounts were $122,722 and $(1,264,440), respectively. For the six months ended June 30, 2024 and June 30, 2023 such amounts were $488,103 and $(1,012,984), respectively.

Comprehensive Loss

Comprehensive loss consists of two components, net loss and other comprehensive income (loss), net. Other comprehensive income (loss), net is defined as revenue, expenses, gains, and losses that under GAAP are recorded as an element of stockholders’ deficit but are excluded from net loss. The Company’s other comprehensive loss consists of foreign currency translation adjustments that result from the consolidation of its foreign subsidiaries and is reported net of tax effects.

Investments

The Company holds non-marketable equity and other investments (“privately held investments”) which are included in noncurrent assets in the Company’s consolidated balance sheet. The Company monitors these investments for impairments and makes adjustments in carrying values if management determines that an impairment charge is required based primarily on the financial condition and near-term prospects of these investments.

Concentration of Risks

Financial instruments that potentially subject the Company to a significant concentration of credit risk consist primarily of cash and cash equivalents, and accounts receivable. Cash balances may exceed the Federal Deposit Insurance Corporation (“FDIC”) insurance limit of $250,000. The Company has not experienced any losses in such accounts.

Earnings per Share

Basic net loss per share is calculated by dividing net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the year. Diluted net loss per share is based upon the diluted weighted-average number of shares outstanding during the year. Diluted net loss per share gives effect to all potentially dilutive common share equivalents, including stock options, and warrants, to the extent they are dilutive. Refer to Note 13 – Earnings Per Share.

Veea Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2024 and 2023

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB Accounting Standards Codification 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and at their fair value on each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss in the Company’s consolidated statements of operations.

Accounting Pronouncements Recently Adopted

In June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which amends the FASB’s guidance on the impairment of financial instruments. Topic 326 adds to GAAP an impairment model (known as the “current expected credit loss model”) that is based on expected losses rather than incurred losses. ASU 2016-13 is effective for the Company’s annual and interim periods beginning after December 15, 2022 with early adoption permitted. The Company adopted ASU 2016-13 beginning January 1, 2023. The adoption of ASU 2016-13 did not have a material impact on the Company’s condensed consolidated financial statements.

In October 2021, the FASB issued ASU 2021-08, “Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers,” which requires entities to apply Topic 606 to recognize and measure contract assets and contract liabilities in a business combination as if it had originated the contracts. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. We adopted the ASU on January 1, 2023 and will apply the guidance prospectively for future acquisitions.

In September 2022, the FASB issued ASU 2022-04, “Liabilities—Supplier Finance Programs (Subtopic 405-50): Disclosure of Supplier Finance Program Obligations,” which requires entities that use supplier finance programs in connection with the purchase of goods and services to disclose sufficient information about the program. The amendments do not affect the recognition, measurement or financial statement presentation of obligations covered by supplier finance programs. The standard is effective for public companies for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, except for the amendment on roll-forward information, which is effective for fiscal years beginning after December 15, 2023. We adopted the ASU on January 1, 2023.

Recent Accounting Pronouncements Not Yet Adopted

The Company has assessed the adoption impacts of recently issued accounting standards by the Financial Accounting Standards Board on the Company’s condensed consolidated financial statements as well as material updates to previous assessments, if any, to the Company’s annual audited consolidated financial statements and notes thereto included in our financial statements for the year ended December 31, 2023.

4 –

BALANCE SHEET COMPONENTS

Inventory

Inventory consists of the following:

	As of
	June 30, 2024			December 31, 2023
Inventory	$	7,330,500		$	7,392,919
Inventory in transit		36,831			-
Inventory allowance		(353,161	)		(1,145,548	)
Consigned parts		928,912			1,128,250
Total	$	7,943,082		$	7,375,621

Veea Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2024 and 2023

Property and Equipment, net

Property and equipment, net consists of the following:

	As of
	June 30, 2024			December 31, 2023
Furniture and fixtures	$	702,238		$	683,763
Computer equipment		314,540			300,101
Leasehold improvements		390,742			390,742
Total property and equipment gross		1,407,520			1,374,606
Less - Accumulated depreciation		(1,107,128	)		(997,939	)
Total property and equipment net	$	300,392		$	376,667

Total depreciation expense for the three months ended June 30, 2024 and 2023 totaled approximately $54,000 and $55,000, respectively.

Total depreciation expense for the six months ended June 30, 2024 and 2023 totaled approximately $109,000 and $117,000, respectively.

Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consist of the following:

	As of
	June 30, 2024		December 31, 2023
Payroll and payroll related expenses	$	675,677	$	503,629
Rent expenses - related party		3,391,200		3,124,800
Legal expenses		802,365		325,000
Consulting expenses		99,917		268,684
CEO expenses		89,075		179,075
Other accrued expenses and current liabilities		489,588		340,307
Total accrued expenses and other current liabilities	$	5,547,822	$	4,741,495

5 –

GOODWILL AND INTANGIBLE ASSETS

Goodwill

The following is a summary of activity in goodwill for the three and six months ended June 30, 2024 and 2023:

	June 30, 2024
Balance at December 31, 2023	$	4,797,078
Foreign exchange transactions		16,156
Balance at March 31, 2024		4,813,234
Foreign exchange transaction	$	(20,085	)
Balance at June 30, 2024	$	4,793,149

	June 30, 2023
Balance at December 31, 2022	$	4,576,572
Foreign exchange transaction		(18,790	)
Balance at March 31, 2023		4,557,782
Foreign exchange transaction		254,119
Balance at June 30, 2023	$	4,811,901

Veea Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2024 and 2023

Intangibles

Intangible assets consist of the following:

	As of December 31, 2023
	Amortization Period	Cost as of  January 1, 2023		Additions		Disposals		Ending Costs		Accumulated Amortization			Accumulated Impairment			Net Book Value
Patents	5-15 years	$	7,220,776	$	111,451	$	-	$	7,332,227	$	(6,703,750	)	$	-		$	628,477
IPR&D	5 years		5,015,694		-		-		5,015,694		(3,554,784	)		(1,460,910	)		-
Other intellectual assts	5 years		969,278		-		-		969,278		(969,278	)		-			-
Intangible assets, net		$	13,205,748	$	111,451	$	-	$	13,317,199	$	(11,227,812	)	$	(1,460,910	)	$	628,477

	As of June 30, 2024
	Amortization Period	Cost as of January 1, 2024		Additions		Disposals		Ending Costs		Accumulated Amortization			Accumulated Impairment			Net Book Value
Patents	5-15 years	$	7,332,227	$	100,315	$	-	$	7,432,542	$	(6,731,884	)	$	-		$	700,658
IPR&D	5 years		5,015,694		-		-		5,015,694		(3,554,784	)		(1,460,910	)		-
Other intellectual assts	5 years		969,278		-		-		969,278		(969,278	)		-			-
Intangible assets, net		$	13,317,199	$	100,315	$	-	$	13,417,514	$	(11,255,946	)	$	(1,460,910	)	$	700,658

Intangible assets primarily consist of patents, patent applications, and in-process research and development (“IPR&D”) and other identifiable intangible assets. Intangible assets are generally amortized on a straight-line basis over the periods of benefit. The Company’s patents have estimated remaining economic useful lives ranging from 5-15 years. Management reviews intangible assets for impairment when events and circumstances warrant. During the six months ended June 30, 2024, no events have occurred that required additional impairment of intangible assets.

Intangible asset amortization expense, for the three months ended June 30, 2024 and 2023 totaled approximately $14,000 and $534,000, respectively.

Intangible asset amortization expense, for the six months ended June 30, 2024 and 2023 totaled approximately $28,000 and $542,000, respectively.

Future estimated amortization expense for the Company’s intangible assets is approximately as follows:

Future estimated amortization as of June 30, 2024

Remainder of 2024	$	27,515
2025		55,444
2026		55,444
2027		55,444
2028		55,444
Thereafter		451,367
	$	700,658

6 –

DEBT

Total outstanding debt of the Company is comprised of the following, including convertible notes and other related party debt:

	As of June 30, 2024						As of December 31, 2023
	Principal		Accrued Interest		Total		Principal		Accrued Interest		Total

Revolving Loan Facility	$	9,000,000	$	-	$	9,000,000	$	9,000,000	$	-	$	9,000,000
Other related party debt (Note 10)		12,598,000		2,882,982		15,480,982		12,598,000		2,272,993		14,870,993
	$	21,598,000	$	2,882,982	$	24,480,982	$	21,598,000	$	2,272,993	$	23,870,993

Veea Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2024 and 2023

Revolving Loan Facility

In June 2021, the Company entered into a revolving loan agreement with First Republic Bank, which was subsequently acquired by JPMorgan Chase, (the “Bank”) providing up to $14,000,000 of advances (the “2021 Revolving Loan Agreement”). The advances accrue interest at a variable rate based on an index rate established by reference to the average 12-month trailing one-year US treasuries plus a spread of 1.80% per annum and a minimum floor rate of 1.5% per annum. The Company was not required to provide collateral for the advances or comply with any covenants. The advances were secured by a lien on certain personal assets of the CEO. In consideration for the security provided by the CEO, the Company issued common stock warrants to NLabs in consideration for the CEO’s guaranteeing the advances. Refer to Note 10 – Related Party Transactions, Common Stock Warrants.

The original maturity date of the 2021 Revolving Loan Agreement was May 15, 2022, which has been mutually extended to May 15, 2025; and thereafter will automatically extend for an additional twelve months unless terminated by either party. In December 2023, the Company repaid $5,000,000 of the principal balance of the outstanding advances. On July 19, 2024, the Company drew $2 million on the revolving loan.

7 –

INVESTMENTS

The Company accounts for its private company investments without readily determinable fair values under the cost method. These investments, for which the Company is not able to exercise significant influence over any one individual investee, is measured and accounted for using an alternative measurement basis of a) the security’s carrying value at cost, b) less any impairment and c) plus or minus any qualifying observable price changes. Observable price changes or impairments recognized on the Company’s private company investments would be classified as a Level 3 financial instrument within the fair value hierarchy based on the nature of the fair value inputs. Any adjustments to the carrying values are recognized in other income expense, net in the Company’s consolidated statements of operations and comprehensive loss. As of December 31, 2023, the Company performed the qualitative assessment for impairment of its investments. Based on this qualitative assessment, impairment indicators were present for one of its investments therefore the company performed an analysis to estimate its fair value and recognized an impairment loss of $174,000 due to a change in the fair value. As of June 30, 2024 and December 31, 2023, the carrying value of the Company’s private company investments, including impairment, for the periods ended was $452,572 and $451,874, respectively, and was classified as Investments on the Company’s consolidated balance sheet as these investments did not have a stated contractual maturity date.

8 –

STOCKHOLDERS’ EQUITY

Authorized and Outstanding Capital Stock

In October 2023, the Company commenced a private placement (the “Series A-2 Private Placement”) of its newly designated Series A-2 Preferred Stock, par value $.00001 per share (the “Series A-2 Preferred Stock”). The Series A-2 Preferred Stock ranks pari passu with the Series A-1 Preferred Stock in the event of a liquidation, dissolution or winding up, or deemed liquidation of the Company. Through June 30, 2024, the Company has raised a total of approximately $31 million cash proceeds from the sale of shares of Series A-2 Preferred Stock, with approximately $13 million of the total raised since January 1, 2024. Through June 30, 2024, the Company has issued 2,843,609 shares of Series A-2 in consideration for conversion of debt and outstanding obligations totaling approximately $5.2 million at a conversion price of $1.83 per share. As of June 30, 2024, the number of authorized, issued and outstanding stock is as follows:

	As of June 30, 2024
	Authorized shares		Shares Issued and Outstanding		Net Carrying Value		Aggregate liquidation Preference
Series A-2 Preferred Stock		41,000,000		19,670,118	$	35,385,462	$	35,385,462
Series A-1 Preferred Stock		44,228,636		5,474,600	$	81,138,986	$	81,138,986
Series A Preferred Stock		35,920,813		-	$	46,210,448	$	55,318,051
Common Stock		146,000,000		94,789	$	9,320,048	$	-

Veea Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2024 and 2023

	As of December 31, 2023
	Authorized shares		Shares Issued and Outstanding		Net Carrying Value		Aggregate liquidation Preference
Series A-2 Preferred Stock		41,000,000		12,660,067	$	23,167,923	$	23,167,923
Series A-1 Preferred Stock		44,228,636		40,569,493	$	81,138,985	$	81,138,985
Series A Preferred Stock		35,920,813		35,920,813	$	46,210,448	$	55,318,051
Common Stock		146,000,000		7,243,514	$	8,959,618	$	-

Dividends

The holders of the Company’s common stock and preferred stock are entitled to receive dividends when and as declared by the Company’s Board of Directors. No dividends were declared or paid in the six months ended June 30, 2024 and June 30, 2023.

Preferred Stock

The Company’s Fourth Amended and Restated Certificate of Incorporation has designated three series of preferred stock: the Series A Preferred Stock, par value $.00001 per share (the “Series A Preferred Stock”), the Series A-1 Preferred Stock, par value $.00001 per share (the “Series A-1 Preferred Stock”), and the Series A-2 Preferred Stock, par value $.00001 per share (the “Series A-2 Preferred Stock” collectively, with the Series A Preferred Stock and the Series A-1 Preferred Stock, the “Preferred Stock”).

Voting

The Preferred Stock is entitled to cast the number of votes equal to the number of whole shares of Common Stock into which the shares of Preferred Stock are convertible as of the record date for determining stockholders entitled to vote.

Election of Directors

The holders of record of shares of Series A-2 Preferred Stock have no right to elect directors. The holders of record of shares of Series A-1 Preferred Stock, exclusively and as a separate class, are entitled to elect one director of the Company. The holders of record of shares of Series A Preferred Stock, exclusively and as a separate class, are entitled to elect two directors of the Corporation. The holders of record of shares of Common Stock, exclusively and as a separate class, shall be entitled to elect two directors of the Corporation.

Optional Conversion

Each share of Preferred Stock is convertible, at the option of the holder thereof, at any time into shares of Common Stock on a 1:1 basis, subject to adjustment for certain anti-dilution events.

Mandatory Conversion

Upon either (a) the closing of the sale of shares of the Company’s common stock to the public at a price equal to two hundred percent (200%) of the issuance price of the Company’s Series A-1 Preferred Stock (subject to appropriate adjustment in the event of any stock dividend, stock split, combination or other similar recapitalization), in a firm-commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, as amended, that results in the Company receiving at least $25 million of gross proceeds, net of the underwriting discount and commissions, to the Company and in connection with such offering the Company’s common stock is listed for trading on a nationally- recognized exchange or another exchange or marketplace approved the Company’s board of directors or (b) the date and time, or the occurrence of an event, specified by vote or written consent of 66 2/3% of the outstanding Preferred Stock (voting or acting as a single class), then (i) all outstanding shares of Preferred Stock shall automatically be converted into shares of Common Stock, at the then effective conversion rate applicable of the Preferred Stock and (ii) the redeemed shares may not be reissued by the Company.

Veea Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2024 and 2023

Liquidation, Dissolution and Winding Up

The Series A-2 Preferred Stock and the Series A-1 Preferred Stock are entitled to receive their respective liquidation preference, on a pro rata basis, from the proceeds of a liquidation, dissolution or winding up before payment of available proceeds on the Series A Preferred Stock, up to $1.83 per share for the Series A-2 Preferred Stock and up to $2.00 per share for the Series A-1 Preferred Stock (subject, in each case, to appropriate adjustment in the event of a stock split, stock dividend, combination, reclassification, or similar event). After payment to the holders of the Series A-2 Preferred Stock and the holders of the Series A-1 Preferred Stock, the Series A Preferred Stock is entitled to receive its liquidation preference from the proceeds of a liquidation, dissolution or winding up before payment of available proceeds on the Series A Preferred Stock up to $1.54 per share (subject to appropriate adjustment in the event of a stock split, stock dividend, combination, reclassification, or similar event). Thereafter, the Preferred Stock participates pro rata with the Common Stock in the remaining proceeds.

Deemed Liquidation

The Series A-2 Preferred Stock and the Series A-1 Preferred Stock are entitled to receive their respective liquidation preference, on a pro rata basis, from the proceeds of (1) a merger or consolidation that results in a change of control of the Company, (2) a sale or other disposition of all or substantially all of the assets of the Company and its subsidiaries (taken as a whole) or (3) a sale or other disposition of one or more subsidiaries of the Company representing substantially all of the assets of the Company and its subsidiaries, taken as a whole (each such transaction being, a “Deemed Liquidation”) before payment to the Series A Preferred Stock, up to $1.83 per share for the Series A-2 Preferred Stock and up to $2.00 per share for the Series A-1 Preferred Stock (subject, in each case, to appropriate adjustment in the event of a stock split, stock dividend, combination, reclassification, or similar event). Thereafter, the Series A Preferred Stock is entitled to receive its liquidation preference from the Deemed Liquidation before payment to the Common Stock up to $1.54 per share (subject to appropriate adjustment in the event of a stock split, stock dividend, combination, reclassification, or similar event). After payment to the Preferred Stock, the remaining proceeds of the Deemed Liquidation are payable to the Common Stock on a pro rata basis.

Redemption

The Preferred Stock is not mandatorily redeemable except in the event of a Deemed Liquidation that does not result in a dissolution of the Company. The redemption features are contingent upon the occurrence of certain events which are under the control of the Company, therefore the Preferred Stock is classified as permanent equity on the consolidated balance sheet.

Protective Provisions

The affirmative consent of at least 66 2/3% of the outstanding Preferred Stock consenting or voting (as the case may be) together as a single class on an as converted basis is required: (i) to liquidate, dissolve or wind-up the business and affairs of the Company, or consolidation or a Deemed Liquidation Event, or consent to any of the foregoing; (ii) amend, alter or repeal any provision of the Certificate of Incorporation or Bylaws in a manner that adversely affects the powers, preferences or special rights of the Preferred Stock; (iii) create, or authorize the creation of, issue or obligate itself to issue shares of, any additional class or series of capital stock (or any security convertible or exercisable or exchangeable for any class or series of capital stock) unless the same ranks junior to or pari passu with the Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends, rights of redemption and voting rights, or increase the authorized number of shares of any series of Preferred Stock or increase the authorized number of shares of any additional class or series of capital stock unless the same ranks junior to or pari passu with the Preferred Stock with respect to the distribution of assets on the liquidation, dissolution or winding up of the Company, the payment of dividends, rights of redemption and voting rights, or reclassify, alter or amend any existing class or series of capital stock that is junior to, or pari passu with, the Preferred Stock; or (iv) purchase or redeem (or permit any subsidiary to purchase or redeem) or pay or declare any dividend or make any distribution on, any shares of capital stock of the Company other than (i) redemptions of or dividends or distributions on the Preferred Stock as expressly authorized in the Certificate of Incorporation, (ii) repurchases of stock from former employees, officers, directors, consultants or other persons who performed services for the Company or any subsidiary pursuant to written agreements giving the Company the right to repurchase such security in connection with the cessation of such employment or service at the lower of the original purchase price or the then-current fair market value thereof or (iv) as approved by the board of directors of the Company.

Holders of the Company’s Preferred Stock are parties to a stockholders’ agreement that contains customary provisions relating to the right of certain stockholders to delegate members to the board of directors of the Company, restrictions on transfer, rights of first refusal on equity issuance by the Company and “drag-along rights” granted to the Company.

Veea Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2024 and 2023

9 –

STOCK-BASED COMPENSATION

The Company maintains two equity incentive plans under which employees, nonemployee directors and consultants of the Company, its affiliates and/or subsidiaries may be offered the opportunity to acquire shares of the Company’s common stock.

2014 Equity Incentive Plan

On September 1, 2014, the Company’s Board of Directors adopted the Max² Inc. Equity Incentive Plan (“2014 Plan”). Upon adoption of the 2014 Plan, the aggregate number of shares of Common Stock reserved for awards under the Plan were 1,250,000. As of both June 30, 2024 and December 31, 2023, the Company had 345,531 of vested and exercisable options.

The Company had no stock compensation expense related to the 2014 Plan stock options for the three and six months ended June 30, 2024 and 2023. The Company had no unrecognized expense related to unvested options outstanding as of June 30, 2024.

Veea Inc. 2018 Equity Incentive Plan

On September 6, 2018, the Company’s Board of Directors adopted the Veea Inc. 2018 Equity Incentive Plan (“2018 Plan”). Upon adoption of the 2018 Plan 4,900,000 shares of the Company’s common stock were reserved for the issuance of incentive awards. In January 2021, the 2018 Plan was amended to increase the total number of authorized shares reserved for issuance to 12,492,910. As of June 30, 2024 and December 31, 2023, the Company had 3,953,748 and 3,700,699 of vested and exercisable options.

The aggregate intrinsic value is the fair market value on the reporting date less the exercise price for each option.

The fair value of each stock option award is estimated on the date of the grant using the Black-Scholes option-pricing model. For options granted during the six months ended June 30, 2024 and 2023, respectively, the weighted average estimated fair value using the Black-Scholes option pricing model was $1.49 and $0.56 per option, respectively.

Stock compensation expense related to the 2018 Plan common stock options for the six months ended June 30, 2024 and 2023 was $334,774 and $328,327, respectively, which is included in general and administrative in the Company’s consolidated statements of operations and comprehensive loss. Total unrecognized expense related to unvested options outstanding as of June 30, 2024 was $271,000 which will be recognized over a weighted average period of 1.70 years.

The fair value of each stock option granted is estimated using the Black-Scholes option-pricing model using the single-option award approach.

The following assumptions are used in the Black-Scholes option-pricing model:

Risk-Free Interest Rate - The risk-free interest rate is based on the implied yield available on the date of grant on U.S. Treasury zero-coupon securities issued with a term that is equal to the option’s expected term at the grant date.

Expected Volatility - The Company estimates the volatility for option grants by evaluating the average historical volatility of a peer group of companies for the period immediately preceding the option grant for a term that is approximately equal to the option’s expected term.

Expected Term - The expected term represents the period over which options granted are expected to be outstanding using the simplified method, as the Company’s historical share option exercise experience does not provide a reasonable basis upon which to estimate the expected term. The simplified method deems the term to be the average of the time-to-vesting and contractual life of the stock-based awards.

Dividend Yield - The Company has not declared or paid dividends to date and does not anticipate declaring dividends. As such, the dividend yield has been estimated to be zero.

Warrants

In March 2023, the Company entered into a $5,000,000 term loan agreement with an unrelated third party lender. The term loan was repaid in November 2023. In connection with the term loan, the Company issued to the lender warrants to purchase a total of 3,300,000 shares of the Company’s Series A-1 Preferred Stock in two tranches. The first warrant tranche covered 2,500,000 warrants (the “Tranche 1 Warrants”); and the second warrant tranche covered 800,000 warrants (the “Tranche 2 Warrants”). The exercise price of the Tranche 1 and Tranche 2 Warrants is $2.00 per share. The Tranche 1 Warrant expired upon repayment of the term loan. The term of the Tranche 2 Warrants is five years. In connection with an amendment to the term loan, the Company issued additional warrants to purchase 400,000 shares of Series A-1 Preferred Stock (the “Extension Warrants”). The exercise price of the Extension Warrants is $.01 per share and the warrant term is five years. The Company’s equity-classified Preferred stock warrants as of June 30, 2024 and December 31, 2023 were 1,200,000 and 3,300,000, respectively.

Veea Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2024 and 2023

The Company’s equity-classified Common stock warrants as of June 30, 2024 and December 31, 2023 were 3,880,000. Refer to Note 10 – Related Party Transactions, Common Stock Warrants.

The Company estimated the fair value of the warrants on the grant date using the Black-Scholes option-pricing model.

10 –

RELATED PARTY TRANSACTIONS

Lease Arrangements

On March 1, 2014, the Company entered into a sublease agreement with NLabs Inc., an affiliate of the CEO and that holds approximately 38.5% of the Company’s outstanding capital stock (“NLabs”) for office space for an initial term of 5 years. In 2018, the Company renewed the sublease for an additional 5-year term with all other terms and conditions of the sublease remaining the same. The renewal term expired February 28, 2024 and was subsequently extended to September 30, 2024.

In February 2024, the Lease Agreement was extended. The Company accrues rent for the office space. The Company recognized rent expense of $61,200 and $59,257 in the three months ended June 30, 2024 and 2023, respectively, and $121,104 and $118,513 in the six months ended June 30, 2024 and 2023, respectively, all of which is classified as general and administrative expenses in the Company’s consolidated statements of operations and comprehensive loss. Accrued and unpaid rent expense included in the Company’s consolidated balance sheet was $1,591,200 and $1,468,800, as of June 30, 2024 and December 31, 2023, respectively.

In April 2017 the Company entered into a lease agreement with 83^rd Street LLC to lease office space for an initial term of 2 years. In 2018, the Company renewed the lease for an additional 5-year term, with all other terms and conditions of the lease remaining the same. The renewal term expires February 28, 2024 and was subsequently extended to September 30, 2024. The sole member of 83rd Street is the Salmasi 2004 Trust (the “Trust”). As of December 31, 2023, the Trust holds approximately 15% of the Company’s outstanding capital stock. The Company’s CEO is the grantor of the Trust. The Company accrues rent for the office space. The Company recognized rent expense of $72,000 and $61,642 in the three months ended June 30, 2024 and 2023, respectively, and $137,095 and $123,284 in the six months ended June 30, 2024 and 2023, respectively, all of which is classified as general and administrative expenses in the Company’s consolidated statements of operations and comprehensive loss. Accrued and unpaid rent expense included in the Company’s consolidated balance sheet was $1,800,000 and $1,656,000, as of June 30, 2024 and December 31, 2023, respectively.

Related Party Debt

	As of June 30, 2024						As of December 31, 2023
	Principal		Accrued Interest		Total		Principal		Accrued Interest		Total
Nlabs Bridge Note	$	9,500,000	$	2,432,863	$	11,932,863	$	9,500,000	$	1,957,863	$	11,457,863
Nlabs Promissory Note		3,098,000		450,119		3,548,119		3,098,000		315,130		3,413,130
	$	12,598,000	$	2,882,982	$	15,480,982	$	12,598,000	$	2,272,993	$	14,870,993

In 2021 and 2022, NLabs made loans to the Company evidenced by promissory notes aggregating $9,500,000 (the “Bridge Notes”). The Bridge Notes bear interest on the outstanding principal at a rate of 10% per annum, calculated on the basis of a 365-day year. Principal and accrued interest are payable on the maturity date of the Notes. The original maturity date of the Bridge Notes was December 31, 2022, which was extended to December 31, 2023 and has been subsequently extended to September 30, 2024. The Company accounted for the extension as a modification of the Bridge Notes. The unpaid principal amount and accrued unpaid interest on the Bridge Notes are due and payable upon the date of the first to occur of: (i) the maturity date and (ii) the consummation of a debt or equity financing transaction with an unrelated third party. Interest expense for the three months ended June 30, 2024 and 2023 was $237,500 and $287,500, respectively. Interest expense for the six months ended June 30, 2024 and 2023 was $475,000 and $575,000, respectively.

In 2022 and 2023, NLabs made loans to the Company evidenced by promissory notes in the aggregate principal amount of $3,098,000 (the “Promissory Notes”). The Demand Notes bear interest on the outstanding principal amount at a rate of 10% per annum, calculated on the basis of a 365-day year. Principal and interest on the Promissory Notes is repayable upon the earlier of demand and December 31, 2023. The Demand Notes remained outstanding as of December 31, 2023 and subsequently extended to September 30, 2024. Interest expense for the three months ended June 30, 2024 and 2023 was $77,025 and $56,877, respectively. Interest expense for the six months ended June 30, 2024 and 2023 was $134,989 and $113,754, respectively.

Under the terms of the Business Combination Agreement (as amended), at closing the Bridge Notes and Demand Notes will be converted into newly- issued Plum securities at a price of $5.00 per share. Shares issued upon conversion of the Bridge Notes and the Demand Notes are not included as part of the consideration issued to holders of Company’s capital stock.

Veea Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2024 and 2023

Common Stock Warrants

In consideration for the guarantee by the Company’s CEO of the Company’s obligations under the 2021 Revolving Loan Agreement and a previously outstanding loan agreement with First Republic Bank, the Company issued warrants to purchase an aggregate of 2,430,000 shares of the Company’s common stock. The exercise price of the warrants is $.01 per share. The warrants are exercisable for a period of seven years. The warrants were equity classified and had a fair value of $2,189,014 on the date of grant which is recognized as deferred cost and amortized to interest expense over the life of the loan agreements.

In December 2021, the Company issued warrants to purchase 630,000 shares of common stock in connection with the Bridge Notes issued to NLabs. The exercise price of the warrants is $.01 per share. The warrants are exercisable for a period of seven years. The warrants were equity classified and had a relative fair value of $499,416 on the date of grant which was recognized as original issue discount on the Bridge Notes in the year ended December 31, 2021.

In 2022, the Company issued warrants to purchase 320,000 shares of common stock in connection with the Bridge Notes issued to NLabs. The exercise price of the warrants is $.01 per share. The warrants are exercisable for a period of seven years. The warrants were equity classified and had a fair value of approximately $253,816 on the date of grant which was recognized as original issue discount on the Bridge Notes in the year ended December 31, 2022.

CEO Expenses

The Company incurred expenses relating to ordinary course travel expenses of the Company’s Chief Executive Officer and founder (“CEO”) for travel made by the CEO on behalf of the Company. As of June 30, 2024 and December 31, 2023, the Company had accrued expenses reimbursable to the CEO in the aggregate amount of $89,075 and $179,075, respectively. During the six months ended June 30, 2024, the Company paid the CEO $150,000 in reimbursement of these expenses. The Company records the expenses as accrued expenses in the Company’s consolidated balance sheet.

11 –

COMMITMENTS AND CONTINGENCIES

Purchase Commitments with Contract Manufacturers and Suppliers

As of June 30, 2024, the Company had no unconditional purchase obligations for the purchase of goods or services from suppliers and contract manufacturers. Unconditional purchase obligations are obligations that are enforceable and legally binding on the Company and specify all significant terms, including quantities to be purchased, fixed, minimum or variable price provisions and the approximate timing of the transaction. Unconditional purchase obligations exclude agreements that are cancellable without penalty.

Leases

The Company leases office space in the U.S., including office space from related parties as disclosed in Note 10 - Related Party Transactions. These leases expire at various dates through 2025. Under the terms of the various lease agreements, the Company may bear certain costs such as maintenance, insurance and taxes. Lease agreements may provide for increasing rental payments at fixed intervals. The Company’s CEO has guaranteed the obligations under the office space leased in New Jersey. The Company also leases offices in the United Kingdom and France, under short-term arrangements of twelve months or less.

Veea Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2024 and 2023

	Six Months ended June 30,
	2024		2023
Lease cost:
Operating lease costs
Other than related parties	$	179,943	$	177,109
Related parties		258,199		241,796
Total		438,142		418,905
Short-term lease cost
Other than related parties		20,182		41,333
Related parties		-		-
Total		20,182		41,333
Variable lease cost
Other than related parties		2,606		9,244
Related parties		-		-
Total		2,606		9,244
Total lease cost	$	460,930	$	469,482

	Six Months ended June 30,
	2024		2023
Cash paid for amounts included in the measurement of lease liabilities
Operating lease costs
Other than related parties	$	179,943	$	177,109
Related parties		-		-
Total	$	179,943	$	177,109

Weight-average remaining lease term-operating leases

Other than related parties	0.8 years	1.8 years
Related Parties	- years	0.6 years
Aggregate	0.8 years	1.8 years

Weight-average discount rate-operating leases

Other than related parties	1.79	%	1.79	%
Related Parties	10.00	%	10.00	%
Aggregate	1.79	%	5.03	%

Veea Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2024 and 2023

Operating lease liabilities are based on the net present value of the remaining lease payments over the remaining lease term. In determining the net present value of its lease payments, the Company used an estimated incremental borrowing rate that is applicable to the Company based on the information available at the later of the lease commencement date, lease modification date, or the date of adoption of ASC 842. As of June 30, 2024, the maturities of the Company’s operating lease liabilities were as follows:

Year	Other than related parties			Related Parties		Total
Remainder of 2024	$	200,251		$	-	$	200,251
2025		121,851			-		121,851
Total lease payements		322,102			-		322,102
Less: imputed interest		(21,862	)		-		(21,862	)
Present values of lease liabilities	$	300,240		$	-	$	300,240
Operating lease liabilities current		300,240			-		300,240
Operating lease liabilities noncurrent		-			-		-
	$	300,240		$	-	$	300,240

Warranties

The Company accrues the estimated cost of product warranties at the time of recognizing revenue. The Company’s standard product warranty terms generally include post-sales support and repairs or replacement of a product at no additional charge for a specified period of time. The Company engages in product quality programs and processes, including actively monitoring and evaluating the quality of its component suppliers. The estimated warranty obligation is based on contractual warranty terms, repair costs, current period product shipments and product failure rates. Warranty terms are generally limited to twelve months.

Indemnifications

In the normal course of business, the Company has indemnification obligations to other parties, including customers, lessors, and parties to other transactions with us, with respect to certain matters. The Company has agreed to indemnify against losses arising from a breach of representations or covenants or out of intellectual property infringement or other claims made against certain parties. These agreements may limit the time or circumstances within which an indemnification claim can be made and the amount of the claim.

It is not possible to determine the maximum potential amount for claims made under the indemnification obligations due to uncertainties in the litigation process, coordination with and contributions by other parties and the defendants in these types of cases, and the unique facts and circumstances involved in each particular case and agreement. To date, the Company has made no indemnity payments. In addition, the Company has entered into indemnification agreements with its officers and directors, and its Amended and Restated Bylaws contain similar indemnification obligations to its agents.

Litigation

In the normal course of business, the Company may become involved in various lawsuits and legal proceedings. While the ultimate results of these matters cannot be predicted with certainty, management does not expect them to have a material adverse effect on the financial position or results of operations of the Company.

Other Commitments

In connection with the Business Combination transaction, Veea agreed to pay certain legal expenses contingent upon the closing of the Business Combination. As of June 30, 2024, the amount of the deferred fees totaled approximately $800,000.

12 –

FAIR VALUE MEASUREMENTS

Money Market Funds

The Money Market Funds are classified within Level 1 as these securities are traded on an active public market. As of June 30, 2024 and December 31, 2023, the Company held approximately $167,000 and $120,000 in money market funds, respectively.

Veea Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2024 and 2023

13 –

EARNINGS PER SHARE

The computation of basic and dilutive net loss per share attributable to common stockholders for the three and six months ended June 30, 2024 and 2023 are as follows:

	Three Months ended June 30,
	2024			2023
Numerator:
Net loss	$	(7,278,070	)	$	(7,070,774	)
Denominator:
Weighted-average common shares outstanding - and diluted		7,265,469			7,243,514
Earnings per share:
Net loss	$	(1.00	)	$	(0.98	)

	Six Months ended June 30,
	2024			2023
Numerator:
Net loss	$	(13,297,064	)	$	(11,371,007	)
Denominator:
Weighted-average common shares outstanding - and diluted		7,254,491			7,227,160
Earnings per share:
Net loss	$	(1.83	)	$	(1.57	)

The following outstanding balances of securities have been excluded from the calculation of diluted weighted average common shares outstanding and diluted net loss per share for the three and six months ended June 30, 2024 and 2023 because the effect of including them would have been antidilutive.

	As of June 30,
	2024		2023
Convetible Notes		-		-
Preferred Stock
Series A-2 Preferred Stock		19,670,118		-
Series A-1 Preferred Stock		40,569,493		40,569,493
Series A Preferred Stock		35,920,813		35,920,813
Preferred Stock warrants		1,200,000		3,300,000
Common Stock warrants		3,880,000		3,880,000
Stock options issued under 201		345,531		345,531
Stock options issued under 201		4,330,036		7,122,250

14 –

SEGMENTATION

As described in Note 3, the Company operates as one reportable segment - sale of smart computing hubs and related subscriptions and licenses.

Major Customers

For the three and six months ended June 30, 2024 one customer accounted for 49% and 45% of the Company’s revenue, respectively. For the three and six months ended June 30, 2023, one customer accounted for approximately 99% of the Company’s revenue.

Long-lived Assets

The majority of the Company’s assets as of June 30, 2024 and December 31, 2023 were attributable to its U.S. operations. The Company’s long-lived assets are based on the physical location of the assets.

Veea Inc. and Subsidiaries
Notes to the Condensed Consolidated Financial Statements
For the Three and Six Months Ended June 30, 2024 and 2023

The following table presents the Company’s long-lived assets, which consist of property and equipment, net, operating lease right-of-use assets and intangible assets information for geographic areas:

	2024		2023
Long-Lived Assets
United States
ROU Asset	$	292,066	$	545,411
PP&E, net		263,068		340,134
Goodwill		4,793,148		4,797,078
Intangible Assets, net		700,658		628,477
Total	$	6,048,940	$	6,311,100
Rest of World
PP&E, net		37,324		36,731
Intangible Assets, net		-		-
Total	$	37,324	$	36,731
Total long-lived assets	$	6,086,264	$	6,347,831

Refer to Note 3 – Summary of Significant Accounting Policies – Revenue Recognition for additional revenue information for geographic areas.

15 –

EMPLOYEE 401(k) PLAN

The Company sponsors a 401(k) plan (the “Plan”) to provide retirement benefits for its employees.

As allowed under Section 401(k) of the Internal Revenue Code, the Plan provides for tax-deferred salary contributions and after-tax contributions for eligible employees. The Plan provides for tax-deferred salary contributions and after-tax contributions for eligible employees. Employee contributions are limited to a maximum annual amount as set periodically by the Internal Revenue Code. The Company matches pretax and Roth employee contributions up to 4% of eligible earnings that are contributed by employees. All matching contributions vest immediately. The Company’s matching contributions to the Plan for the six months ended June 30, 2024 and December 31, 2023 totaled $77,697 and $80,234, respectively.

16 –

SUBSEQUENT EVENTS

The Company evaluated subsequent events from June 30, 2024, the date of these financial statements, through September 13, 2024, the date on which the financial statements were issued (the “Issuance Date”), for events requiring recording or disclosure in the financial statements as of and for the six months ended June 30, 2024. The Company concluded that no events have occurred that would require recognition or disclosure in the financial statements, except as described below.

On January 15, 2024, the Company entered into a Purchase Agreement with iFREE Group Holdings Limited (“iFree”) to purchase up to 6,250 next generation TROLLEE™ smart retail carts (the “Units”), for a purchase price per unit not to exceed $800. The Company paid iFree a deposit of $5 million for the Units, which is to be refunded to the Company if the Units are not delivered to the Company on or before June 30, 2024. iFree granted the Company a security interest in the Units until delivery to the Company. The units were not delivered by June 30, 2024. On September 11, 2024 the Company and iFree signed an agreement providing for the return of the Company’s downpayment by November 15, 2024. Upon the return of the Company’s downpayment the Purchase Agreement will terminate.

On September10, 2024, the Business Combination Agreement was amended to provide, among other things, to provide for (1) an extension of the of the time to consummate the Business Combination to September 16, 2024 if the not consummated by such date the Business Combination Agreement automatically terminate; mutual releases for all past and present claims arising under the Business Combination Agreement through the amendment date.

Exhibit 99.4

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Defined terms included below shall have the same meaning as terms defined and included elsewhere in this proxy statement/prospectus.

Introduction

The following unaudited Pro Forma condensed combined financial information presents the combination of financial information of Plum and Veea, adjusted to give effect to the Business Combination.

The following unaudited Pro Forma condensed combined balance sheet as of June 30, 2024 combines the historical unaudited balance sheet of Veea as of June 30, 2024, with the historical unaudited balance sheet of Plum as of June 30, 2024, giving Pro Forma effect to the Business Combination as if it had occurred as of June 30, 2024.

The following unaudited Pro Forma condensed combined statement of operations for the year ended December 31, 2023 combines the historical audited statement of operations of Veea for the year ended December 31, 2023, and the historical audited statement of operations of Plum for the year ended December 31, 2023 on a Pro Forma basis as if the Business Combination had occurred on January 1, 2023.

The following unaudited Pro Forma condensed combined statement of operations for the six months ended June 30, 2024 combines the historical unaudited statement of operations of Veea for the six months ended June 30, 2024, and the historical audited statement of operations of Plum for the six months ended June 30, 2024 on a Pro Forma basis as if the Business Combination had occurred on January 1, 2023.

The unaudited Pro Forma condensed combined financial statements as of June 30, 2024, for the six months ended June 30, 2024 and for the year ended December 31, 2023, has been derived from:

●

the historical audited financial statements of Plum for the year ended December 31, 2023, and the related notes thereto included elsewhere in this Form 8-K; and

●

the historical audited financial statements of Veea for the year ended December 31, 2023, and the related notes thereto included elsewhere in this form 8-K, and

●

the historical unaudited financial statements of Plum for the three and six months ended June 30, 2024, and the related notes thereto included elsewhere in this Form 8-K; and

●

the historical unaudited financial statements of Veea for the three and six months ended June 30, 2024, and the related notes thereto included elsewhere in this Form 8-K.

The following unaudited Pro Forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as in effect on the date of this proxy statement/prospectus, which requires Pro Forma adjustments that depict the accounting for the transaction (“Transaction Accounting Adjustments”) and allows optional Pro Forma adjustments that present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur. Veea and Plum have elected not to present any estimates related to potential synergies and other transaction effects that are reasonably expected to occur or have already occurred and will only be presenting Transaction Accounting Adjustments in the unaudited Pro Forma condensed combined financial information.

This information should be read together with the financial statements and related notes, as applicable, of each of Veea and Plum included in this Form 8-K.

Description of the Transactions

Business Combination

On November 27, 2023, Plum Acquisition Corp. I, a Cayman Islands exempted company limited by shares (“Plum”), Plum SPAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Plum (“Merger Sub”), and Veea Inc., a Delaware corporation (“Veea”), entered into a Business Combination Agreement (the “Business Combination Agreement”).

Subject to its terms and conditions, the Business Combination Agreement provides that (a) on the day of the closing of the transactions contemplated by the Business Combination (the “Closing”), Plum will change its jurisdiction of incorporation by transferring by way of continuation from a Cayman Islands exempted company limited by shares and domesticating as a corporation incorporated under the laws of the State of Delaware (the “Domestication”), and (b) following the Domestication, Merger Sub will merge with and into Veea, with Veea surviving the merger as a wholly owned subsidiary of Plum (the “Merger”).

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at Closing, each outstanding share of Veea Common Stock and each outstanding share of Veea Preferred Stock, on an as-converted to Veea Common Stock basis, but excluding Dissenting Shares, New Financing Securities and treasury shares, will be cancelled and extinguished and converted into the right to receive the number of shares of New Plum Common Stock determined in accordance with the Business Combination Agreement based on a pre-money equity value of Veea of $180,000,000, plus the aggregate exercise prices of Veea’s in-the-money, vested convertible securities, divided by $10.00.

Pursuant to the Business Combination Agreement, at the effective time of the Merger, each Veea Option will be converted into an option to acquire, subject to substantially the same terms and conditions as were applicable under such Veea Option, the number of shares of New Plum Common Stock (rounded down to the nearest whole share), determined by multiplying the number of shares of Veea Common Stock subject to such Veea Option as of immediately prior to the effective time of the Merger by the Existing Holder Exchange Ratio (as defined in the Business Combination Agreement), at an exercise price per share of New Plum Common Stock (rounded up to the nearest whole cent) equal to (a) the exercise price per share of Veea Common Stock of such Veea Option as of immediately prior to the effective time of the Merger, divided by (b) the Existing Holder Exchange Ratio.

Pursuant to the Business Combination Agreement, at the effective time of the Merger, each other Veea Convertible Security outstanding immediately prior to the effective time of the Merger will cease to represent a right to acquire Veea Capital Stock, shall be assumed by Plum, and shall be cancelled in exchange for a convertible security to acquire shares of New Plum Common Stock, on the same contractual terms and conditions as were in effect with respect to the Veea Convertible Security immediately prior to the effective time of the Merger under the terms of the relevant agreements governing such Veea Convertible Security, except for terms rendered inoperative by reason of the transactions contemplated by the Business Combination Agreement or for such other immaterial administrative or ministerial changes as the board of directors of Plum may determine in good faith are appropriate to effectuate the administration of the convertible securities. The number of shares of New Plum Common Stock issuable pursuant to the convertible security will be determined by multiplying the number of shares of Veea Common Stock subject to the Veea Convertible Security on an as-converted to shares of Veea Common Stock basis as of immediately prior to the effective time of the Merger by (i) the Existing Holder Exchange Ratio in the case of securities convertible into Veea Capital Stock other than New Financing Securities, or (ii) in the case of New Financing Securities or securities convertible into New Financing Securities, the New Veea Shareholder Exchange Ratio. The exercise price per share of New Plum Common Stock will be determined by (rounded up to the nearest whole cent) (x) in the case of securities convertible into Veea Capital Stock other than New Financing Securities, the exercise price per share of Veea Capital Stock of such Veea Convertible Security divided by the Existing Holder Exchange Ratio, or (y) in the case of New Financing Securities or securities convertible into New Financing Securities, the exercise price per share of Veea Capital Stock of such Veea Convertible Security divided by the New Veea Shareholder Exchange Ratio.

Any Veea indebtedness owed to Allen Salmasi or his affiliates (or their respective assignees) will be converted into shares of New Plum Common Stock at the Closing at a price of $10.00 per share of New Plum Common Stock, which shares are not considered Existing Veea Shares and will be in addition to the shares of New Plum Common Stock issued to holders of Existing Veea Shares.

Each Dissenting Share will not be converted into a right to receive a portion of the Transaction Consideration (as defined in the Business Combination Agreement), but instead shall be entitled to only such rights as are granted by Section 262 of the DGCL.

Earnout

The Business Combination Agreement provides holders of Existing Veea Shares with a contingent right to receive Earnout Consideration consisting of up to 4,500,000 additional shares of New Plum Common Stock, subject to the following contingencies:

●

50% of the Earnout Consideration if, at any time during the ten years following the Closing (the “Earnout Period”), the volume-weighted average trading sale price of one share of New Plum Common Stock is greater than or equal to $12.50 per share for any twenty (20) trading-days within any thirty (30) trading-day period; and

●

50% of the Earnout Consideration if, at any time during the Earnout Period, the volume-weighted average trading sale price of one share of New Plum Common Stock is greater than or equal to $15.00 per share for any twenty (20) trading-days within any thirty (30) trading-day period.

If there is a Change of Control Transaction during the Earnout Period, (i) to the extent that the implied price per share of New Plum Common Stock in such transaction is above the applicable stock price targets, the vesting of such Earnout Consideration will accelerate and the Earnout Consideration will be issuable upon the closing of such transaction, and (ii) the contingent obligations for any remaining Earnout Consideration will be rolled over to the resulting company from such transaction, unless after such transaction, the resulting company from such transaction is no longer publicly listed on Nasdaq or another nationally-recognized securities exchange, in which case, any unvested Earnout Consideration will immediately vest.

Amendments to Promissory Notes

As previously disclosed, the Plum issued unsecured promissory notes to Mr. Michael Dinsdale, Ms. Ursula Burns, and Mr. Kanishka Roy on January 31, 2022, July 11, 2022, and March 16, 2023, respectively (the “Promissory Notes”), and issued an unsecured promissory note to Plum Partners, LLC on July 25, 2023 (the “Plum Partners Promissory Note”). On September 11, 2024 the Company entered into amendments to the Promissory Notes where, upon consummation of a business combination, the outstanding principal balance will be converted into Class A Common Stock of the post-closing entity in an amount of shares equal to the outstanding principal balance divided by $5 per share. On September 11, 2024 the Company entered into an amendment to the Plum Partners Promissory Note where, upon consummation of a business combination, the outstanding principal balance in excess of $250,000 will be converted into Class A Common Stock of the post-closing entity in an amount of shares equal to the outstanding principal balance divided by $5 per share.

Sponsor Letter Agreement

Concurrently with the execution of the Business Combination Agreement, Plum Partners LLC, a Delaware limited liability company (the “Sponsor”), Plum and Veea entered into a Sponsor Letter Agreement, pursuant to which the Sponsor agreed, among other things, to (a) vote all of its Plum Ordinary Shares in favor of the proposals relating to the Business Combination; (b) refrain from effecting a Plum Shareholder Redemption (as defined in the Business Combination Agreement); (c) exercise the option to extend the period of time Plum is afforded under its governing documents to consummate a business combination, (d) waive certain anti-dilution and conversion rights with respect to its Plum Ordinary Shares which had been granted in connection with Plum’s Initial Public Offering; (e) forfeit its Plum founder shares, at the rate of $10.00 per share, to the extent certain of its expenses exceed $2.5 million or it incurs certain other expenses; and (f) subject 1,726,994 of its Plum founder shares to forfeiture if the conditions applicable to the Earnout Shares are not satisfied during the Earnout Period (on the same terms proportionately as the Earnout Shares).

New Financing

The Business Combination Agreement also contemplates that Veea may sell New Financing Securities generating proceeds of up to $70,000,000 (or more with Plum’s consent) between the date of the Business Combination Agreement and the Closing, and the holders of such New Financing Securities will receive shares of New Plum Common Stock in the aggregate equal to the amount raised through the issuance of the New Financing Securities divided by $7.50. As of June 30, 2024 a total of approximately $35.9 million in consideration was received. As of June 30, 2024, approximately $30.8 million in cash has been raised under the New Financing Securities, and approximately $3 million of debt was converted and approximately $2.1 million of other obligations were settled via the issuance of Series A-2 Preferred Shares.

Conditions to Closing of the Business Combination

Pursuant to the Business Combination Agreement, the consummation of the Business Combination is conditioned upon, among other things: (i) the approval by the Plum shareholders of the Condition Precedent Proposals being obtained; (ii) the applicable waiting period under the HSR Act relating to the Business Combination having expired or been terminated; (iii) the completion of the offer to redeem the Class A ordinary shares of Plum; (iv) the New Plum Common Stock to be issued in connection with the Business Combination having been approved for listing on Nasdaq; and (v) Plum having at least $5,000,001 of net tangible assets immediately after the Closing. Therefore, unless these conditions are waived by the applicable parties to the Business Combination Agreement, if these conditions are not satisfied the Business Combination Agreement could terminate and the Business Combination may not be consummated. For further details, see “Business Combination Proposal — Conditions to Closing of the Business Combination.”

Amendment to the Business Combination Agreement and Additional Conditions to Closing

On September 11, 2024, Plum, Veea, and Merger Sub entered into an entered into a second amendment to the Business Combination Agreement (the “Amendment”). The Amendment, among other things, (a) provides that the Business Combination Agreement will automatically terminate if the Closing has not occurred on or prior to September 16, 2024, and (b) contains a release and waiver of potential claims arising under the BCA prior to the date of the Amendment by the other parties thereto.

Plum, Veea and Sponsor expect to further agree to provide for certain additional conditions to the Closing, including but not limited to the following: the assumption of certain deferred liabilities of Plum by the post-Closing Company in exchange for certain Sponsor Earnout Shares, indemnification of post-Closing Company for all other accrued liabilities of Plum not so deferred, equitization of certain promissory and other notes at a price of $5 per share and a waiver of the net tangible assets closing condition in the Business Combination Agreement. In addition, it is expected that as a condition to Closing the parties will raise at least $4.0 million in additional financing, comprised of at least $2.0 million that will be available to the combined company at or within ten business days of the Closing, and the remainder within 30 days after the Closing, and in connection with which the Sponsor shall transfer a total of 550,000 registered Sponsor Earnout Shares (including those given in exchange for the assumption of deferred liabilities) to the investors in such additional financing.

Accounting for the Business Combination

The Business Combination will be accounted for as a reverse recapitalization, in accordance with U.S. GAAP. Under this method of accounting, Plum will be treated as the “acquired” company for financial reporting purposes, and Veea will be the accounting “acquirer” This determination was primarily based on the assumption that:

●

Veea’s current shareholders will hold a majority of the voting power of New Plum post Business Combination;

●

effective upon the Business Combination, the post-combination Board will consist of seven (7) directors, including five (5) directors designated by Veea, one (1) director designated by Plum and one (1) director mutually agreed upon by Plum and Veea;

●

Veea’s operations will substantially comprise the ongoing operations of New Plum; and

●

Veea’s senior management will comprise the senior management of New Plum.

Another determining factor was that Plum does not meet the definition of a “business” pursuant to ASC 805-10-55, Business Combinations (“ASC 805”), and thus, for accounting purposes, the Business Combination will be accounted for as a reverse recapitalization, within the scope of ASC 805. The net assets of Plum will be stated at historical cost, with no goodwill or other intangible assets recorded. Any excess of the fair value of shares issued to Plum over the fair value of Plum’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

Basis of Pro Forma Presentation

Plum and Veea have elected to provide the unaudited Pro Forma condensed combined financial information reflecting actual Redemption scenarios of Plum Public Shares into cash as more fully described below:

The following table sets out share ownership of New Plum on a Pro Forma basis reflecting actual redemptions.

	Actual Redemptions
Pro Forma Ownership	Number of Shares		Percent Outstanding
Veea Stockholders⁽¹⁾		17,319,644		52.5	%
NLabs Debt conversion shareholders⁽²⁾		3,147,970		9.5	%
Plum Public Shareholders⁽³⁾		573,771		1.8	%
Sponsor’s Founder Shares⁽⁴⁾		6,253,415		19.0	%
Incentive shares on Convertible Note		533,333		1.6	%
Sponsor Promissory Note converted Shares		329,990		1.0	%
Series A-2 New Financing Securities investors⁽⁵⁾		4,799,512		14.6	%
Total shares outstanding		32,957,635		100	%

(1)

Represents the exchange of outstanding Veea shares into shares of New Plum Common Stock upon the Closing of the Business Combination. This amount excludes 918,954 in New Plum shares as a result of 79,677 Series A-1 Warrants and 839,277 vested options. All of which are currently in the money and exercisable.

(2)

Reflect the conversion of Veea indebtedness owed to Allen Salmasi or his affiliates (or their respective assignees) into 3,147,970 shares of New Plum Common Stock at par value of $0.0001 as prescribed in the Business Combination Agreement for the settlement of $12.60 million in related party debt principal and $3.14 million in related interest.

(3)

Reflects actual redemptions as a result of the Extension Redemptions of 19,230 Plum shares, and 2,662,592 Plum shares in the vote for the Business Combination

(4)

Excludes 1,176,994 Class A founder shares of the Sponsor in reserve and 4,500,000 Earnout Shares issuable to holders of Existing Veea Shares upon satisfaction of the Earnout Triggering Events and 550,000 Earnout Shares of the Sponsor reserved as issuable to new investors as incentive to invest in Convertible Note agreement.

(5)

Reflects the receipt of approximately $30.8 million in cash and approximately $5.2 million in the conversion of debt and other outstanding obligations as other consideration received from the sale of New Financing Securities through June 30, 2024, in which Veea issued shares of Series A-2 Preferred Stock and the holders of such New Financing Securities will receive shares of New Plum Common Stock in the aggregate equal to the amount raised through the issuance of the New Financing Securities divided by $7.50 per share, which is a 25% discount to the valuation in the Business Combination Agreement. For Pro Forma purposes this will result in the issuance of 4,799,512 shares of New Plum Common Stock.

The following unaudited Pro Forma condensed combined balance sheet as of June 30, 2024, and the unaudited Pro Forma condensed combined statements of operations for the six months ended June 30, 2024 and for the year ended December 31, 2023, are based on the historical financial statements of Plum and Veea. The unaudited Pro Forma adjustments are based on information currently available, assumptions, and estimates underlying the Pro Forma adjustments and are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited Pro Forma condensed combined financial statements.

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF JUNE 30, 2024⁽¹⁾

					Actual Redemptions
	Veea (Historical)		Plum (Historical)		Transaction Accounting Adjustments				Pro Forma Combined
ASSETS
Current assets
Cash and cash equivalents	$	869,594	$	1,969	$	6,232,728		A	$	5,569,314
						(957,577	)	B
						4,000,000		H
						(250,000	)	G
						(4,327,400	)	K
Accounts receivables		52,015		—		—				52,015
Inventory, net		7,943,082		—		—				7,943,082
Prepaid expenses and other current assets		5,437,960		66,875		45,382		B		5,550,217
Investments held in Trust Account		—		216,134		(216,134	)	E		—
Total current assets		14,302,651		284,978		4,526,999				19,114,628
Non-current assets
Property, plant and equipment, net		300,392		—		—				300,392
Goodwill		4,793,149		—		—				4,793,149
Intangible assets, net		700,658		—		—				700,658
Right-of-use assets		292,066		—		—				292,066
Investments		452,572		—		—				452,572
Security deposits		85,573		—		—				85,573
Investments held in Trust Account		—		36,374,892		(6,232,728	)	A		—
						(30,142,164	)	E

Total non-current assets		6,624,410		36,374,892		(36,374,892	)			6,624,410
Total assets	$	20,927,061	$	36,659,870	$	(31,847,893	)		$	25,739,038

LIABILITIES
Current liabilities
Revolving line of credit	$	9,000,000	$	—	$	—			$	9,000,000
Related party notes, net		12,598,000		—		(12,598,000	)	F		—
Accrued interest		2,882,982		—		(2,882,982	)	F		—
Accounts payable		2,296,236		5,661,736		(6,250,234	)	B		1,707,738
Accrued expenses		5,547,822		—		—				5,547,822
Operating lease liabilities		300,240		—		—				300,240
Ordinary shares to be redeemed		—		216,134		(216,134	)	E		—
Advances from sponsor		—		213,050		(213,050	)	B		—
Due to related parties		—		400,547		(400,547	)	B		—
Convertible promissory note – related party		—		1,000,000		(1,000,000	)	G		—
Promissory note – related party		—		250,000		(250,000	)	G		—
Subscription liability		—		699,950		(699,950	)	G		—
Total current liabilities		32,625,280		8,441,417		(24,510,897	)			16,555,800
Non-current liabilities
Convertible note		—		—		1,714,286		H		1,714,286
Deferred accounts payable – long term		—		—		2,231,716		B		2,231,716
Warrant liabilities		—		1,074,447		(85,000	)	G		989,447
Total non-current liabilities		—		1,074,447		3,861,002				4,935,449
Total liabilities		32,625,280		9,515,864		(20,649,895	)			21,491,249
Class A common stock subject to possible Redemption		—		36,374,892		(36,374,892	)	E		—

EQUITY
Series A preferred		359		—		(359	)	C		—
Series A-1 preferred		405		—		(405	)	C		—
Series A-2 preferred		197		—		(197	)	I		—
Common stock		73		—		(73	)	C		—

UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET — (Continued)

AS OF JUNE 30, 2024⁽¹⁾

							Actual Additional Redemptions
	Veea (Historical)			Plum (Historical)			Transaction Accounting Adjustments				Pro Forma Combined
Plum Class A ordinary shares		—			799			1,732		C		3,296
								57		E
								315		F
								33		G
								53		H
								480		I
								(173	)	J
Plum Class B ordinary shares		—			—			—				—
Additional paid-in capital		172,053,812			7,082,596			3,530,792		B		189,941,371
								(895	)	C
								(20,452,553	)	D
								6,232,671		E
								15,739,530		F
								3,469,867		G
								2,285,661		H
								(283	)	I
								173		J
Accumulated deficit		(183,579,814	)		(16,314,281	)		189,128		B		(185,523,627	)
								20,452,553		D
								(258,863	)	F
								(1,684,950	)	G
								(4,327,400	)	K
Accumulated other comprehensive income (loss)		(173,251	)		—			—				(173,251	)
Non-controlling interests		—			—			—				—
Total equity		(11,698,219	)		(9,230,886	)		25,176,894				4,247,789

Total equity and liabilities	$	20,927,061		$	36,659,870		$	(31,847,893	)		$	25,739,038

(1)

The unaudited Pro Forma condensed combined balance sheet as of June 30, 2024 combines the historical unaudited balance sheet of Veea as of June 30, 2024, with the historical unaudited balance sheet of Plum as of June 30, 2024.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE SIX MONTH ENDED JUNE 30, 2024⁽²⁾

							Actual Additional Redemptions
	Veea (Historical)			Plum (Historical)			Transaction Accounting Adjustments				Pro Forma Combined
Revenue, net	$	57,581		$	—		$	—			$	57,581
Cost of Goods Sold		(42,690	)		—			—				(42,690	)
Gross profit		14,891			—			—				14,891
Product development		796,169			—			—				796,169
Sales and marketing		378,404			—			—				378,404
General and administrative		11,102,408			1,708,374			(60,000	)	BB		12,750,782
Depreciation and amortization		137,381			—			—				137,381
Total operating expenses		12,414,362			1,708,374			(60,000	)			14,062,736
Loss from operations		(12,399,471	)		(1,708,374	)		60,000				(14,047,845	)
Other income (expense)
Other income, net		12,659			—			—				12,659
Other expense		(9,310	)		—			—				(9,310	)
Interest expense		(900,942	)		—			(920,841	)	DD		(1,821,783	)
Interest income on cash and investments held in the Trust Account		—			810,050			(810,050	)	AA		—
Change in the fair value of warrant liability		—			568,824			—				568,824
Interest expense – debt discount		—			(651,742	)		651,742		CC		—
(Loss) income before income tax expense		(13,297,064	)		(981,242	)		(1,019,149	)			(15,297,455	)
Income tax expense		—			—			—				—
(Loss) income for the period		(13,297,064	)		(981,242	)		(1,019,149	)			(15,297,455	)
Non-controlling interest		—			—			—				—
Net (loss) income	$	(13,297,064	)	$	(981,242	)	$	(1,019,149	)		$	(15,297,455	)

Basic and diluted net loss earnings per share, Class A common stock subject to possible Redemption				$	(0.09	)
Basic and diluted net loss earnings per share, Class B common stock				$	(0.09	)
Pro Forma weighted average number of shares outstanding – basic and diluted												32,957,635	⁽¹⁾
Pro Forma net loss earnings per share – basic and diluted											$	(0.46	)

(1)

Please refer to Note 6 — “Net Earnings (Loss) per Share” for details.

(2)

The unaudited Pro Forma condensed combined statement of operations for the six months ended June 30, 2024 combines the historical unaudited statement of operations of Veea for the six months ended June 30, 2024, with the historical unaudited statement of operations of Plum for the six months ended June 30, 2024.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2023⁽²⁾

							Actual Additional Redemptions
	Veea (Historical)			Plum (Historical)			Transaction Accounting Adjustments				Pro Forma Combined
Revenue, net	$	9,072,130		$	—		$	—			$	9,072,130
Cost of Goods Sold		(466,802	)		—			—				(466,802	)
Gross profit		8,605,328			—			—				8,605,328
Product development		693,448			—			—				693,448
Sales and marketing		215,332			—			—				215,332
General and administrative		18,523,030			3,098,285			335,094		BB		21,767,281
								(189,128	)	CC
Depreciation and amortization		818,203			—			—				818,203
Total operating expenses		20,250,013			3,098,285			145,966				23,494,264
Loss from operations		(11,644,685	)		(3,098,285	)		(145,966	)			(14,888,936	)
Other income (expense)
Interest income		1,942			—			—				1,942
Foreign currency gain (loss)		1,284,846			—			—				1,284,846
Other income, net		59,982			—			—				59,982
Other expense		(21,857	)		—			—				(21,857	)
Interest expense		(5,318,817	)		—			(1,806,424	)	EE		(7,125,241	)
Interest income on cash and investments held in the Trust Account		—			4,758,906			(4,758,906	)	AA		—
Change in the fair value of warrant liability		—			(1,264,054	)		—				(1,264,054	)
Change in the fair value of Forward Purchase Agreement		—			308,114			—				308,114
Issuance of Forward Purchase Agreement		—			(308,114	)		—				(308,114	)
Reduction of deferred underwriter fee payable		—			328,474			—				328,474
Interest expense – debt discount		—			(759,768	)		759,768		DD		—
(Loss) income before income tax expense		(15,638,589	)		(34,727	)		(5,951,528	)			(21,624,844	)
Income tax expense		—			—			—				—
(Loss) income for the period		(15,638,589	)		(34,727	)		(5,951,528	)			(21,624,844	)
Non-controlling interest		—			—			—				—
Net (loss) income	$	(15,638,589	)	$	(34,727	)	$	(5,951,528	)		$	(21,624,844	)

Basic and diluted net loss earnings per share, Class A common stock subject to possible Redemption				$	(0.00	)
Basic and diluted net loss earnings per share, Class B common stock				$	(0.00	)
Pro Forma weighted average number of shares outstanding – basic and diluted												32,957,635	⁽¹⁾
Pro Forma net loss earnings per share – basic and diluted											$	(0.66	)

(1)

Please refer to Note 6 — “Net Earnings (Loss) per Share” for details.

(2)

The unaudited Pro Forma condensed combined statement of operations for the year ended December 31, 2023 combines the historical audited statement of operations of Veea for the year ended December 31, 2023, with the historical audited statement of operations of Plum for the year ended December 31, 2023.

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

Note 1 — Description of the Proposed Transactions

On November 27, 2023, Plum Acquisition Corp. I, a Cayman Islands exempted company limited by shares (“Plum”), Plum SPAC Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Plum (“Merger Sub”), and Veea Inc., a Delaware corporation (“Veea”), entered into a Business Combination Agreement (the “Business Combination Agreement”).

In accordance with the terms and subject to the conditions of the Business Combination Agreement, at Closing, each outstanding share of Veea Common Stock and each outstanding share of Veea Preferred Stock, on an as-converted to Veea Common Stock basis, but excluding Dissenting Shares, New Financing Securities and treasury shares, will be cancelled and extinguished and converted into the right to receive the number of shares of New Plum Common Stock determined in accordance with the Business Combination Agreement based on a pre-money equity value of Veea of $180,000,000, plus the aggregate exercise prices of Veea’s in-the-money, vested convertible securities, divided by $10.00.

Pursuant to the Business Combination Agreement, at the effective time of the Merger, each Veea Option will be converted into an option to acquire, subject to substantially the same terms and conditions as were applicable under such Veea Option, the number of shares of New Plum Common Stock (rounded down to the nearest whole share), determined by multiplying the number of shares of Veea Common Stock subject to such Veea Option as of immediately prior to the effective time of the Merger by the Existing Holder Exchange Ratio, at an exercise price per share of New Plum Common Stock (rounded up to the nearest whole cent) equal to (a) the exercise price per share of Veea Common Stock of such option as of immediately prior to the effective time of the Merger, divided by (b) the Existing Holder Exchange Ratio.

Any Veea indebtedness owed to Allen Salmasi or his affiliates (or their respective assignees) (“NLabs Debt”) will be converted into shares of New Plum Common Stock at the Closing at a price of $10.00 per share of New Plum Common Stock, which shares are not considered Existing Veea Shares and will be in addition to the shares of New Plum Common Stock issued to holders of Existing Veea Shares.

Earnout

●

Amendments to Promissory Notes

Sponsor Letter Agreement

New Financing

Conditions to Closing of the Business Combination

Amendment to the Business Combination Agreement and Additional Conditions to Closing

Note 2 — Basis of Presentation and Accounting Policies

The unaudited Pro Forma condensed combined financial information is for illustrative purposes only. The financial results may have been different had the companies always been combined. You should not rely on the unaudited Pro Forma condensed combined financial information as being indicative of the historical results that would have been achieved had the companies always been combined or the future results that Veea will experience. Veea and Plum did not have any historical relationship prior to the Business Combination. Accordingly, no Pro Forma adjustments were required to eliminate activities between the companies.

The following unaudited Pro Forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” Release No. 33-10786 replaces the existing Pro Forma adjustment criteria with simplified Pro Forma adjustments that depict the accounting for the transaction (“Transaction Accounting Adjustments”) and allows optional Pro Forma adjustments that present the reasonably estimable synergies and other transaction effects that have occurred or are reasonably expected to occur. Veea and Plum have elected not to present any estimates related to potential synergies and other transaction effects that are reasonably expected to occur or have already occurred and will only be presenting Transaction Accounting Adjustments in the unaudited Pro Forma condensed combined financial information.

Plum does not meet the definition of a “business” pursuant to ASC 805-10-55 as it is an empty listed shell holding only cash raised as part of its original equity issuance. As a result, the Business Combination does not qualify as a “business combination” within the meaning of ASC 805, Business Combinations; rather, the Business Combination will be accounted for as a reverse merger in accordance with U.S. GAAP. See Note 3 — Accounting for the Business Combination for more details.

The historical financial statements of Veea have been prepared in accordance with U.S. GAAP. The historical financial statements of Plum have been prepared in accordance with U.S. GAAP. The unaudited Pro Forma condensed combined financial information reflects U.S. GAAP, the basis of accounting used by Veea.

Plum has elected to provide the unaudited Pro Forma condensed combined financial information reflecting actual redemptions.

The following summarizes the Pro Forma shares of New Plum Common Stock issued and outstanding immediately after the Business Combination.

	Actual Redemptions
Pro Forma Ownership	Number of Shares		Percent Outstanding
Veea Stockholders⁽¹⁾		17,319,644		52.5	%
NLabs Debt conversion shareholders⁽²⁾		3,147,970		9.5	%
Plum Public Shareholders⁽³⁾		573,771		1.8	%
Sponsor’s Founder Shares⁽⁴⁾		6,253,415		19.0	%
Incentive shares on Convertible Note		533,333		1.6	%
Sponsor Promissory Note converted Shares		329,990		1.0	%
Series A-2 New Financing Securities investors⁽⁵⁾		4,799,512		14.6	%
Total shares outstanding		32,957,635		100	%

(1)

(2)

(3)

Reflects actual redemptions as a result of the Extension Redemptions of 19,230 Plum shares, and 2,662,592 Plum shares in the vote for the Business Combination (4) Excludes 1,726,994 Class A founder shares of the Sponsor in reserve and 4,500,000 Earnout Shares issuable to holders of Existing Veea Shares upon satisfaction of the Earnout Triggering Events.

(4)

(5)

The Pro Forma adjustments do not have an income tax effect as they are either (i) incurred by legal entities that are not subject to a corporate income tax, or (ii) permanently non-deductible or non-taxable based on the laws of the relevant jurisdiction.

Upon consummation of the Business Combination, management will perform a comprehensive review of the two entities’ accounting policies. As a result of the review, management may identify differences between the accounting policies of the two entities which, when conformed, could have a material impact on the financial statements of the post-combination company. Management did not identify any differences that would have a material impact on the unaudited Pro Forma condensed combined financial information. As a result, the unaudited Pro Forma condensed combined financial information does not assume any differences in accounting policies.

Note 3 — Accounting for the Business Combination

●

Veea’s current shareholders will hold a majority of the voting power of New Plum post Business Combination;

●

Veea’s operations will substantially comprise the ongoing operations of New Plum;

●

Veea’s senior management will comprise the senior management of New Plum.

Another determining factor was that Plum does not meet the definition of a “business” pursuant to ASC 805-10-55, Business Combinations (“ASC 805”), and thus, for accounting purposes, the Business Combination will be accounted for as a reverse recapitalization, within the scope of ASC 805. The net assets of Plum will be stated at historical cost, with no goodwill or other intangible assets recorded. Any excess of the fair value of shares issued to Plum over the fair value of Plum’s identifiable net assets acquired represents compensation for the service of a stock exchange listing for its shares and is expensed as incurred.

Note 4 — Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet as of June 30, 2024

The Pro Forma adjustments to the unaudited Pro Forma condensed combined balance sheet as of June 30, 2024, are as follows:

Reflects the liquidation and reclassification of $6.23 million of funds held in the Trust Account to cash that becomes available following the Business Combination.

Represents the transaction costs settlement by Plum and Veea for legal, accounting and printing fees incurred as part of the Business Combination. In connection with the amendments to the Business Combination Agreement Plum Sponsor agreed to indemnify PublicVeea and Veea for all other accrued liabilities of Plum as of the Closing other than the specified Deferred Liabilities of $1.60 million. In addition four vendors of both Plum and Veea have agreed to defer the payable for 18 months for a total of $2.23 million.

As such for the Plum transaction costs the vendors were contacted to negotiate the settlement. As a result of the negotiation, Plum is expected to realize $189,128 gain on waived fees which had been accrued as of June 30, 2024, as such the amount is reflected as an adjustment to accumulated losses. In addition, the Plum Sponsor agreed to assume $3.21 million and indemnify Public Veea, and the Sponsor will waive advances from sponsor of $0.21 million and due to related parties of $0.40 million for a total of $3.83 million which was recorded as a capital contribution from the sponsor in additional paid in capital. The Company will pay $0.62 million in cash to vendors as part of the settlement negotiated with various vendors, all of which results in an overall reduction in accounts payable of $4.07 million. Vendors agreed to defer $1.38 million for 18 months as such these were reclassified as deferred payable long term.

For the Veea transaction costs, approximately $0.30 million are incremental transaction cost not previously recognized which have been allocated to additional paid in capital. The Company will pay $0.29 million in cash at closing of which $0.25 million related to legal fees and $0.04 million as payment of D&O insurance recorded as prepaid expenses, resulting in an overall increase in accounts payable of $0.05 million. One vender has agreed to defer $0.85 million as such the amount was allocated to Deferred payable long term.

Represents the exchange of outstanding Veea shares into shares of New Plum Common Stock at par value of $0.0001 per share upon the Business Combination.

Represents the elimination of Plum’s historical accumulated losses after recording the transaction costs to be incurred by Plum as described in (B) above and the payment to non-redeeming shareholders under the Non-Redemption Agreement as described in (K) below.

Reflect the payment of redemptions as a result of the extension vote and the business combination vote totaling $30.14 million and the release of $6.23 million from trust to cash and reclassification of temporary equity redeemable shares to permanent equity.

Reflect the conversion of the NLabs Debt into 3,147,970 shares of New Plum Common Stock at par value of $0.0001 as prescribed in the Business Combination Agreement for the settlement of $12.60 million in related party debt principal and $3.14 million in related interest of which $2.88 million of accrued interest had been accrued through June 30, 2024.

Reflects the settlement of $1,899,950 in promissory notes owed to Sponsor or its affiliates: (i) $1,649,950 would be equitized at the Closing at a price equal to $5.00 per share, resulting it the issuance of 329,990 shares, subject to the same post-Closing lock-up that applies to the Sponsor’s Founder Shares; and (ii) $250,000 would be repaid in cash at the Closing, and in connection with such cash repayment at the Closing, the Sponsor would forfeit and cancel 1,000,000 private placement warrants.

Reflects the proceeds from the convertible note purchase agreement, pursuant to which an accredited investors subscribed for and will purchase, convertible promissory note in the aggregate principal amount of $4,000,000 at closing. as additional consideration to Investor for entering into this Agreement and consummating the transactions contemplated hereby, is willing to issue to Investor upon the consummation of the Closing 533,333 newly issued shares of New Plum common stock, par value $0.0001 per share. The Borrowers shall pay simple interest to the Holder on the aggregate unconverted and then outstanding principal amount of this Note at the rate (the “Interest Rate”) equal to the Secured Overnight Financing Rate (SOFR) (“Adjustable Rate”) plus two percent (2%) per annum, based on the Adjustable Rate on the date of this Note, and adjusted as of the first day of each calendar quarter during the term of this Note based on the Adjustable Rate as of such date, and computed on the basis of a 365 day year, counting the actual number of days elapsed, payable by the Borrowers solely on the Maturity Date. The Outstanding Obligations under this Note to New Plum Common Shares at $7.50 per share. The Convertible Note is not required to be accounted for as a liability under ASC 480 or ASC 815 and is not issued at a substantial premium under ASC 470-20; therefore, an allocation of proceeds to APIC is not required. The fair value of the shares was allocated between the debt and the shares issued resulting in a debt discount of $2.29 million which will be amortized over 18 month term to maturity.

Reflects the conversion of Series A-2 Preferred Stock into 4,799,512 shares of New Plum Common Stock.

Reflects the reduction of founder share of 1,726,994 as at the consummation of the Business Combination, which founder shares will be subject to the same earnout provisions as stated by the Earnout Shares terms. These founder shares along with the 4,500,000 Earnout Shares were reviewed and the arrangement will be classified within equity under ASC 815, Derivatives and Hedging (“ASC 815”). As a result of equity classification, the fair value of the shares transferred will be recorded within equity upon the date the shares are granted to the holder, which in this case is the date the New Plum Common Stock price targets are achieved. No entry has been recorded in the Pro Forma financial statements because of the equity classification. The fair value of the shares transferred will be recorded on the financial statements of the combined company if the New Plum Common Stock price targets are met during the ten (10) years following the Closing of the Business Combination. The entry to record the transfer of shares, should it occur, will be to record an expense equal to the amount of the fair value of the share transfer with an offset to equity.

Note 5 — Adjustments and Reclassifications to Unaudited Pro Forma Condensed Combined Statement of Operations for the Year Ended December 31, 2023 and for the Six Months Ended June 30, 2024

The Pro Forma adjustments included in the unaudited Pro Forma condensed combined statement of operations for six months ended June 30, 2024 and for the year ended December 31, 2023, are as follows:

AA.

Reflects the elimination of interest income generated from the investments held in the Trust Account after giving effect to the Business Combination as if it had occurred on January 1, 2023.

BB.

Reflects the elimination of administrative service fees that will cease to be paid upon the Closing of the Business Combination.

CC.

Reflects the transaction costs of Plum expected to be incurred for legal, accounting and due diligence services. For the Plum transaction costs as a result of negotiated settlements of incurred cost the company reflected income of $0.19 million, all other transaction cost have been accrued or paid as of the Pro Forma balance sheet date.

DD.

Reflects the reversal of interest expense and amortized debt discount in connection with the Subscription Liability as the pro forma assumes the transaction closed on January 1, 2023.

EE.

Reflects the interest expense and amortized debt discount in connection with the Convertible Promissory Note, as described in adjustment H above, as the pro forma assumes the transaction closed on January 1, 2023.

Note 6 — Net Earnings per Share

Represents the earnings per share calculated using the historical weighted average shares outstanding, and the issuance of additional shares in connection with the Business Combination, assuming the shares were outstanding since January 1, 2023. As the Business Combination is being reflected as if it had occurred at the beginning of the period presented, the calculation of weighted average shares outstanding for basic and diluted earnings per share assumes that the shares issued in connection with the Business Combination have been outstanding for the entire period presented. If the number of Public Shares described under the “maximum Redemptions” scenario described above are redeemed, this calculation is retroactively adjusted to eliminate such shares for the entire period.

The unaudited Pro Forma condensed combined financial information has been prepared based on actual Redemption of Plum’s Public Shares:

	Actual Additional Redemptions
Weighted average shares outstanding – basic and diluted
Veea stockholders		17,319,644
NLabs Debt conversion shareholders		3,147,970
Plum Public Shareholders		573,771
Sponsor’s founder shares⁽¹⁾		6,253,415
Incentive shares on Convertible Note		533,333
Sponsor Promissory Note converted shares		329,990
Series A-2 New Financing Securities investors		4,799,512
Total		32,957,635

(1)

Excludes 1,726,994 Class A founder shares in reserve and 4,500,000 Earnout Shares issuable to holders of Existing Veea Shares upon satisfaction of the Earnout Triggering Events.

	Year Ended December 31, 2023			Six Months Ended June 30, 2024

Pro Forma net loss	$	(21,624,844	)	$	(15,297,455	)
Weighted average shares outstanding of common stock – basic and diluted		32,957,635			32,957,635
Net loss per share – basic and diluted	$	(0.66	)	$	(0.46	)

Cover	Sep. 13, 2024
Document Type	8-K
Amendment Flag	false
Document Period End Date	Sep. 13, 2024
Entity File Number	001-4021
Entity Registrant Name	VEEA INC.
Entity Central Index Key	0001840317
Entity Tax Identification Number	46-3921281
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	164 E. 83rd Street
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10028
City Area Code	212
Local Phone Number	535-6050
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	false
Common Stock, par value $0.0001 per share
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	VEEA
Security Exchange Name	NASDAQ
Warrants, each exercisable for one share of Common Stock at a price of $11.50, subject to adjustment
Title of 12(b) Security	Warrants, each exercisable for one share of Common Stock at a price of $11.50, subject to adjustment
Trading Symbol	VEEAW
Security Exchange Name	NASDAQ

Veea (NASDAQ:VEEAW)
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