ContractNote 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”).
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...Subordination 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”).
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.
ContractConvertible Note • 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.
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").
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”).
ContractConvertible 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”).
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.
