ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • October 5th, 2020 • Virtuix Holdings Inc. • Computer peripheral equipment, nec • Delaware
THIS ESCROW AGREEMENT, dated as of (“Escrow Agreement”), is by and between SI Securities, LLC (“SI Securities”), , a (“Issuer”), and The Bryn Mawr Trust Company of Delaware (“BMTC DE”), a Delaware entity, as Escrow Agent hereunder (“Escrow Agent”). Capitalized terms used herein, but not otherwise defined, shall have the meaning set forth in that certain Issuer Agreement by and between Issuer and SI Securities executed prior hereto (the “Issuer Agreement”).
SUBSCRIPTION AGREEMENTSubscription Agreement • October 23rd, 2020 • Virtuix Holdings Inc. • Computer peripheral equipment, nec • Texas
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
SI Securities, LLCAgreement • October 23rd, 2020 • Virtuix Holdings Inc. • Computer peripheral equipment, nec • New York
THIS NOTE HAS NOT BEEN REGISTERED UNDER UNITED STATES FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THIS NOTE BE TRANSFERRED ON THE BOOKS OF THE...Note Purchase Agreement • August 31st, 2020 • Virtuix Holdings Inc. • Computer peripheral equipment, nec • Delaware
THIS NOTE IS SUBJECT TO THE TERMS AND CONDITIONS OF THAT CERTAIN SUBORDINATION AGREEMENT, DATED AS OF MAY 31, 2019, BY AND AMONG VENTURE LENDING & LEASING VII, INC., VENTURE LENDING & LEASING VIII, INC. AND VENTURE LENDING & LEASING IX, INC., THE COMPANY, THE HOLDER AND THE HOLDERS OF SIMILAR INSTRUMENTS, WHICH CONTAINS PROVISIONS RESTRICTING, AMONG OTHER THINGS, PAYMENT TO THE HOLDER BY THE COMPANY OF THE INDEBTEDNESS EVIDENCED HEREBY AND THE EXERCISE OF RIGHTS AND REMEDIES BY THE HOLDER.
LOAN AND SECURITY AGREEMENT dated as of November 12, 2018 among VIRTUIX HOLDINGS INC., a Delaware corporation, VIRTUIX INC., a Delaware corporation, and VIRTUIX MANUFACTURING LIMITED, a limited company incorporated in Hong Kong, each sometimes...Loan and Security Agreement • August 31st, 2020 • Virtuix Holdings Inc. • Computer peripheral equipment, nec • California
Borrowers and each of Venture Lending & Leasing VIII, Inc. (“VLL8”) and Venture Lending & Leasing IX, Inc. (“VLL9”) have entered or anticipate entering into one or more transactions pursuant to which each Lender severally and not jointly agrees to make available to Borrowers a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrowers and Lender which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).
SUBSCRIPTION AGREEMENTVoting Agreement • November 12th, 2020 • Virtuix Holdings Inc. • Computer peripheral equipment, nec • Texas
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 31st, 2020 • Virtuix Holdings Inc. • Computer peripheral equipment, nec • Delaware
This Note Purchase Agreement (this “Agreement”) is made and entered into as of the 31st day of May, 2019, by and among Virtuix Holdings Inc., a Delaware corporation (the “Company”), and the investors set forth on Schedule I attached to this Agreement (each an “Investor,” and collectively, the “Investors”).
AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • March 11th, 2016 • Virtuix Holdings Inc. • Computer peripheral equipment, nec • Delaware
THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of the ____ day of March, 2016, by and amongVirtuix Holdings Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”, including Investors purchasing shares of Series A Preferred Stock of the Company after the date hereof that become a party to this Agreement in accordance with Section 5.9 hereof.
Explanatory NoteVirtuix Holdings Inc. • January 4th, 2016 • Computer peripheral equipment, nec
VOTING AGREEMENTAdoption Agreement • March 11th, 2016 • Virtuix Holdings Inc. • Computer peripheral equipment, nec • Delaware
THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of this ______day of March, 2016, by and among Virtuix Holdings Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series Seed Preferred Stock, par value $0.001 per share (“Series Seed Preferred”), Series 2 Seed Preferred Stock, $0.001 par value per share (“Series 2 Seed Preferred”), and Series A Preferred Stock, $0.001 par value per share (“Series A Preferred”; and referred to herein collectively with the Series Seed Preferred and Series 2 Seed Preferred, as the “Preferred Stock”), listed and to be listed on Schedule A (together with any subsequent investors, or transferees who become parties hereto as “Investors” pursuant to Sections 6.1(a) or 6.2 below, the “Investors”), and those certain stockholders of the Company and holders of options to acquire shares of the capital stock of the Company listed on Schedule B (together with any subsequent stockholders or option holders, or any transferee
SUPPLEMENT to the Loan and Security Agreement dated as of November 12, 2018 among Virtuix Holdings Inc., Virtuix Inc. and Virtuix Manufacturing Limited (each individually, a “Borrower” and collectively, “Borrowers”), and Venture Lending & Leasing...Loan and Security Agreement • August 31st, 2020 • Virtuix Holdings Inc. • Computer peripheral equipment, nec • California
This is a Supplement identified in the document entitled Loan and Security Agreement, dated as of November __, 2018 (as the same may be amended, restated, supplemented and modified from time to time, the “Loan and Security Agreement”), by and among Borrowers and Lender. All capitalized terms used in this Supplement and not otherwise defined in this Supplement have the meanings ascribed to them in Article 11 of the Loan and Security Agreement, which is incorporated in its entirety into this Supplement. In the event of any inconsistency between the provisions of the Loan and Security Agreement and this Supplement, this Supplement is controlling.
AMENDMENT TO SUBORDINATED CONVERTIBLE PROMISSORY NOTESConvertible Promissory Notes • October 5th, 2020 • Virtuix Holdings Inc. • Computer peripheral equipment, nec • Delaware
This Amendment to Subordinated Convertible Promissory Notes (this “Amendment”) is dated as of June 3, 2020, by and among Virtuix Holdings Inc., a Delaware corporation (the “Company”), and the undersigned holders of Subordinated Convertible Promissory Notes of the Company (each, a “Note Holder”; and collectively, the “Note Holders”).
AMENDMENT NO. 1 TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT’ Rights Agreement • October 5th, 2020 • Virtuix Holdings Inc. • Computer peripheral equipment, nec
This Amendment No. 1 to Amended and Restated Investors’ Rights Agreement (this “Amendment”) is dated as of _________ __, 2020, by and among Virtuix Holdings Inc., a Delaware corporation (the “Company”), and the holders of the Company’s Series Seed Preferred Stock, Series 2 Seed Preferred Stock and Series A-1 Preferred Stock (formerly designated as Series A Preferred Stock) executing this Amendment (the “Amending Investors”).
Contract2020 Note Purchase Agreement • August 31st, 2020 • Virtuix Holdings Inc. • Computer peripheral equipment, nec • Delaware
This 2020 Note Purchase Agreement (this “Agreement”) is made and entered into as of the 21st day of February, 2020, by and among Virtuix Holdings Inc., a Delaware corporation (the “Company”), and the investors set forth on Schedule I attached to this Agreement (each an “Investor,” and collectively, the “Investors”).
SI SECURITIES, LLC AMENDMENT TO ISSUER AGREEMENTIssuer Agreement • October 5th, 2020 • Virtuix Holdings Inc. • Computer peripheral equipment, nec • New York
THIS AMENDMENT LETTER (the “Letter”) is entered into as of ________ (the “Effective Date”) by and among Virtuix Holdings Inc. (the “Company”) and SI Securities, LLC (“SI Securities”, and together with Company, the “Parties”).
ContractNote Purchase Agreement • August 31st, 2020 • Virtuix Holdings Inc. • Computer peripheral equipment, nec • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER UNITED STATES FEDERAL OR STATE SECURITIES LAWS AND MAY NOT BE OFFERED FOR SALE, SOLD, OR OTHERWISE TRANSFERRED OR ASSIGNED FOR VALUE, DIRECTLY OR INDIRECTLY, NOR MAY THIS NOTE OR THE SECURITIES ISSUABLE UPON CONVERSION OF THIS NOTE BE TRANSFERRED ON THE BOOKS OF THE COMPANY, WITHOUT REGISTRATION OF SUCH NOTE OR SECURITIES, AS APPLICABLE, UNDER ALL APPLICABLE UNITED STATES FEDERAL OR STATE SECURITIES LAWS OR COMPLIANCE WITH AN APPLICABLE EXEMPTION THEREFROM, SUCH COMPLIANCE, AT THE OPTION OF THE COMPANY, TO BE EVIDENCED BY AN OPINION OF STOCKHOLDER’S COUNSEL, IN A FORM ACCEPTABLE TO THE COMPANY, THAT NO VIOLATION OF SUCH REGISTRATION PROVISIONS WOULD RESULT FROM ANY PROPOSED TRANSFER OR ASSIGNMENT.
SI SECURITIES, LLC SIDE LETTER TO _______________________Side Letter • October 5th, 2020 • Virtuix Holdings Inc. • Computer peripheral equipment, nec • New York
THIS SIDE LETTER (the “Letter”) is entered into as of _______________ (the “Effective Date”) by and among _______________________ (the “Company”) and SI Securities, LLC (“SI Securities”, and together with Company, the “Parties”).
AMENDMENT NO. 1 TO VOTING AGREEMENTVoting Agreement • October 5th, 2020 • Virtuix Holdings Inc. • Computer peripheral equipment, nec
This Amendment No. 1 to Voting Agreement (this “Amendment”) is dated as of _________ __, 2020, by and among Virtuix Holdings Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series Seed Preferred Stock, Series 2 Seed Preferred Stock and Series A-1 Preferred Stock (formerly designated as Series A Preferred Stock) executing this Amendment (the “Amending Investors”), and the holders of the Company’s Common Stock executing this Amendment (the “Amending Key Holders”).
LEASE AGREEMENTLease Agreement • August 31st, 2020 • Virtuix Holdings Inc. • Computer peripheral equipment, nec • Texas
THIS LEASE AGREEMENT (this "Lease") is made as of this 25th day of June, 2015, by and between BRAKER FLEX LLC, a Delaware limited liability company, having an office at 700 N. Pearl Street, Suite N1650, Dallas, Texas 75201 ("Landlord"), and VIRTUIX INC., a Delaware corporation, currently having a principal place of business at 2221 W. Dallas Street, Suite 430, Houston, TX 77019 ("Tenant").
Explanatory NoteVirtuix Holdings Inc. • January 19th, 2016 • Computer peripheral equipment, nec
VIRTUIX HOLDINGS INC., a Delaware corporation ADOPTION AGREEMENT (Existing Investors)Adoption Agreement • October 5th, 2020 • Virtuix Holdings Inc. • Computer peripheral equipment, nec
By the undersigned’s execution of this Adoption Agreement (this “Agreement”), the undersigned, as a current holder of shares of Series Seed Preferred Stock, par value $0.001 per share, Series 2 Seed Preferred Stock, par value $0.001 per share, and/or Series A Preferred Stock, par value $0.001 per share, of Virtuix Holdings Inc., a Delaware corporation (the “Company”), does hereby agree as follows:
SUBSCRIPTION AGREEMENTAdoption Agreement • September 17th, 2015 • Virtuix Holdings Inc. • Computer peripheral equipment, nec • Texas
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
FIRST AMENDMENT TO NOTE PURCHASE AGREEMENTNote Purchase Agreement • August 31st, 2020 • Virtuix Holdings Inc. • Computer peripheral equipment, nec
This First Amendment to Note Purchase Agreement (this “Amendment”) is made and entered into effective as of June 28, 2018, by and among Virtuix Holdings, Inc., a Delaware corporation (the “Company”), and the undersigned who collectively hold more than a majority of the outstanding principal amount of all Subordinated Convertible Promissory Notes of the Company which have been issued and sold by the Company under the terms of the Purchase Agreement (as defined below) (such investors hereinafter referred to collectively as the “Amending Investors”).
Contract2020 Convertible Promissory Note Purchase Agreement • August 31st, 2020 • Virtuix Holdings Inc. • Computer peripheral equipment, nec • Delaware
This 2020 Convertible Promissory Note Purchase Agreement (this “Agreement”) is made and entered into as of the 16th day of April, 2020, by and among Virtuix Holdings Inc., a Delaware corporation (the “Company”), and the investors set forth on Schedule I attached to this Agreement (each an “Investor,” and collectively, the “Investors”).
SI SECURITIES, LLC ISSUER AGREEMENTIssuer Agreement • March 11th, 2016 • Virtuix Holdings Inc. • Computer peripheral equipment, nec • New York
THIS AGREEMENT is entered into as of ______7/30/2015_____ (the “Effective Date”), by and amongVirtuix Holdings Inc., a Delaware corporation, having a principal address at 1826 Kramer Lane, Suite H, Austin, Texas 78758(the “Company”), SI Securities, LLC (“SI Securities”) and SeedInvest Technology, LLC (“SeedInvest”) regarding itsOffering of Securities(as defined below) pursuant to Regulation Aunder Section 3(b) of the Act(the “Offering”) on the terms and subject to the conditions contained herein. Capitalized terms used herein and not otherwise defined shall have the meaning set forth on Appendix I.
SUBSCRIPTION AGREEMENTSubscription Agreement • November 27th, 2020 • Virtuix Holdings Inc. • Computer peripheral equipment, nec • Texas
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
AMENDMENT TO 2020 CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT AND SUBORDINATED CONVERTIBLE PROMISSORY NOTESNote Purchase Agreement • October 5th, 2020 • Virtuix Holdings Inc. • Computer peripheral equipment, nec • Delaware
This Amendment to 2020 Convertible Promissory Note Purchase Agreement and Subordinated Convertible Promissory Notes (this “Amendment”) is dated as of August 26, 2020, by and among Virtuix Holdings Inc., a Delaware corporation (the “Company”), and the undersigned holders of Subordinated Convertible Promissory Notes of the Company (each, a “Note Holder”; and collectively, the “Note Holders”).
ADOPTION AGREEMENTAdoption Agreement • August 31st, 2020 • Virtuix Holdings Inc. • Computer peripheral equipment, nec
This Adoption Agreement (this “Adoption Agreement”) is executed by the undersigned (the “Investor”) with Virtuix Holdings Inc., a Delaware corporation (the “Company”), pursuant to the terms of: (i) the Amended and Restated Investors’ Rights Agreement dated as of March 10, 2016 (the “Investor Rights Agreement”), by and among the Company and the current holders of the outstanding shares of Series A Preferred Stock, Series 2 Seed Preferred Stock and Series Seed Preferred Stock of the Company (collectively, the “Existing Investors”), (ii) the Amended and Restated Right of First Refusal Agreement dated as of March 10, 2016 (the “First Refusal Agreement”), by and among the Company, the Existing Investors and the holders of Common Stock of the Company listed on Schedule B thereto, and (iii) the Voting Agreement dated as of March 10, 2016 (the “Voting Agreement”), by and among the Company, the Existing Investors and the holders of Common Stock of the Company listed on Schedule B.
AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AGREEMENTRight of First Refusal Agreement • March 11th, 2016 • Virtuix Holdings Inc. • Computer peripheral equipment, nec • Delaware
THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AGREEMENT (this “Agreement”), is made as of the _____ day of March, 2016, by and among Virtuix Holdings Inc., a Delaware corporation (the “Company”), the Investors listed on Schedule A hereto and the Key Holders listed on Schedule B hereto.
AMENDMENT NO. 1 TO AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AGREEMENTRefusal Agreement • October 5th, 2020 • Virtuix Holdings Inc. • Computer peripheral equipment, nec
This Amendment No. 1 to Amended and Restated Right of First Refusal Agreement (this “Amendment”) is dated as of _________ __, 2020, by and among Virtuix Holdings Inc., a Delaware corporation (the “Company”), the holders of the Company’s Series Seed Preferred Stock, Series 2 Seed Preferred Stock and Series A-1 Preferred Stock (formerly designated as Series A Preferred Stock) executing this Amendment (the “Amending Investors”), and the holders of the Company’s Common Stock executing this Amendment (the “Amending Key Holders”).
