Regulation A of which this Offering Circular

OFFERING CIRCULAR DATED MARCH 10, 2016

VIRTUIX HOLDINGS INC.

1826 Kramer Lane, Suite H, Austin, TX 78758

www.virtuix.comup to

6,432,247 SHARES OF SERIES A PREFERRED STOCK CONVERTIBLE INTO COMMON STOCK

The Series A Preferred Stock is convertible into Common Stock either at the discretion of the investor or automatically upon effectiveness of registration of the securities in anInitial Public Offering. The total number of shares of the Common Stock into which the Series A Preferred may be converted will be determined by dividing the Original

Issue Price per share by the conversion price per share.

SEE “SECURITIES BEING OFFERED” AT PAGE 27

Price Per Share to the Public

Total Number of Shares Being Offered

Proceeds to issuer before expenses, discounts and commissions**

Series A Preferred Stock $2.332 6,432,247 $15,000,000

**See the “Plan of Distribution” for details regarding the compensation payable to placement agents in connection with this offering. The company has engaged SI Securities,LLC to serve as its sole and exclusive placement agent to assist in the placement of its securities.

The company expects that the amount of expenses of the offering that it will pay will be approximately $80,000, not including state filing fees.

The offering will terminate at the earlier of: (1) the date at which the maximum offering amount has been sold, (2) the date which is one year from this offering being qualifiedby the Commission, or (3) the date at which the offering is earlier terminated by the company in its sole discretion. The offering is being conducted on a bestefforts basiswithout any minimum target. The company may undertake one or more closings on a rolling basis. After each closing, funds tendered by investors will be available to the

company.

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OR GIVE ITS APPROVAL OF ANY SECURITIESOFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR

OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THECOMMISSION; HOWEVER THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT

FROM REGISTRATION.

GENERALLY NO SALE MAY BE MADE TO YOU IN THIS OFFERING IF THE AGGREGATE PURCHASE PRICE YOU PAY IS MORE THAN 10% OF THEGREATER OF YOUR ANNUAL INCOME OR NET WORTH. DIFFERENT RULES APPLY TO ACCREDITED INVESTORS AND NONNATURAL PERSONS.BEFORE MAKING ANY REPRESENTATION THAT YOUR INVESTMENT DOES NOT EXCEED APPLICABLE THRESHOLDS, WE ENCOURAGE YOU TO

REVIEW RULE 251(d)(2)(i)(C) OF REGULATION A. FOR GENERAL INFORMATION ON INVESTING, WE ENCOURAGE YOU TO REFER TO www.investor.gov.

This offering is inherently risky. See “Risk Factors” on page 6.

Sales of these securities will commence on approximately [date].

The company is following the “Offering Circular” format of disclosure under Regulation A.

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE SECURITIES ANDEXCHANGE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT.

THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THECOMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF ANOFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BEUNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF SUCH STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO

DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOUTHAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR

WAS FILED MAY BE OBTAINED.

TABLE OF CONTENTS

OFFERING CIRCULAR SUMMARY 1 RISK FACTORS 6 DILUTION 9 USE OF PROCEEDS TO ISSUER 12 THE COMPANY'S BUSINESS 13 THE COMPANY'S PROPERTY 19 MANGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 20 DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES 23 COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS 24 SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS 25 INTEREST OF MANGEMENT AND OTHERS IN CERTAIN TRANSACTIONS 26 SECURITIES BEING OFFERED 27 PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS 30 INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2015 32 FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDING MARCH 31, 2015 AND MARCH 31, 2014 55 INDEX TO EXHIBITS 83

In this Offering Circular, the term “Virtuix” or “the company” refers to Virtuix Holdings Inc. and its operating subsidiary, Virtuix Inc., on a consolidated basis.

THIS OFFERING CIRCULAR MAY CONTAIN FORWARDLOOKING STATEMENTS AND INFORMATION RELATING TO, AMONG OTHER THINGS, THECOMPANY, ITS BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARDLOOKING STATEMENTS ARE BASED ON THE BELIEFS OF,ASSUMPTIONS MADE BY, AND INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT. WHEN USED IN THE OFFERINGMATERIALS, THE WORDS “ESTIMATE,” “PROJECT,” “BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE INTENDED TOIDENTIFY FORWARDLOOKING STATEMENTS. THESE STATEMENTS REFLECT MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTSAND ARE SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSECONTAINED IN THE FORWARDLOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARDLOOKING STATEMENTS, WHICH SPEAK ONLY AS OF THE DATE ON WHICH THEY ARE MADE.

OFFERING CIRCULAR SUMMARY

This Offering Circular Summary highlights information contained elsewhere and does not contain all of the information that you should consider in making your investment decision.Before investing in the company’s Series A Preferred Stock, you should carefully read this entire Offering Circular, including the company’s financial statements and related notes.You should also consider, among other information, the matters described under “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results ofOperations”.

The Company

Virtuix is one of the pioneers of the recent rebirth of virtual reality (“VR”) and a leader in the emerging Active VR space, which includes any VR application that requires firstpersonnavigation ingame like walking or running. Examples of Active VR include firstperson shooters, firstperson adventure or exploration games, and any nongaming applications thatrequire firstperson navigation like training simulations, real estate walkthroughs, or virtual tourism. Virtuix’s first product is the Omni, the first virtual reality motion platform formoving freely in 360 degrees in VR games or applications. The Omni allows users to walk, run, or jump inside virtual worlds. The device has no moving parts which makes it robust,durable, compact and affordable. The Omni is compatible with PC based and mobile head mounted display currently available or coming to market (such as the Oculus Rift, HTCVive, and Google Cardboard), and with content that uses standard gamepad input and is VR enabled. The company has filed 12 patent applications to date to protect the Omnitechnology.

The company completed a successful $1.1 million Kickstarter campaign in July 2013, receiving pledges from over 3,000 backers. Since the Kickstarter campaign was completed, thecompany has continued to accept preorders. In total, Virtuix has received over 4,000 fully funded preorders for the Omni. Virtuix began delivering Omni’s to its preorder customersin December 2015.

The company has raised approximately $8 million in capital to date from venture capital and private investors located in Silicon Valley and around the world. Virtuix has 31employees in Austin, Texas and Zhuhai, China, and also maintains an office in Menlo Park, California.

Our Mission

The company believes true virtual reality cannot be experienced sitting down. Active VR applications like firstperson shooters or exploration games require movement ingame. Thisdoes not translate well to a traditional seated or standing player setup due to physical constraints, safety issues, and simulator sickness. The panoramic visuals offered by head mounteddisplays need corresponding natural movement to maintain the user’s sense of orientation and feeling of immersion. The Omni enables popular Active VR experiences safely,comfortably, and without compromising immersion. Virtuix’s mission is to be the leading platform for Active VR and enable the fun, addictive, and immersive entertainmentexperiences that gamers and mainstream consumers long for.

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Overview

The company believes that the early adopters of virtual reality are PC and console gamers, given that the popular headsets predominantly require a PC or console to operate. Thesegamers enjoy firstperson games and firstperson shooters in particular. In September 2015, PC Gamer magazine published its top 100 greatest games ever made. Of the top 10, ninewere firstperson action games, of which seven were first person shooters.

The top selling gaming franchises include Call of Duty, Battlefield, Grand Theft Auto, and Halo, which have sold more than 500 million copies among them. More than 100 millionpeople have played a Call of Duty game. All those games require firstperson movement ingame, which in the context of a virtual reality experience is called Active VR. Thecompany believes other Active VR experiences besides gaming may include, for example, walking around in foreign cities with a significant other, hiking in a nature reserve withfriends, or having an active adventure with family. None of these Active VR experiences are as enjoyable with solely a head mounted display and hand controllers due to physicalconstraints, safety issues, and simulator sickness. A head mounted display by itself cannot safely and comfortably deliver the popular Active VR experiences that gamers or consumersenjoy, particularly firstperson action games or adventures.

The biomechanics of locomotion in virtual reality are a hard problem to solve. Our bodies are sensitive to physical movements and computer interactions that feel unnatural. This is aspecialist area of interface design that is currently not addressed by most major electronics manufacturers. Virtuix is the global leader in locomotion design for VR games andapplications.

Industry Background and Trends

The company believes virtual reality is the next phase of human computer interaction. On average 150 million VR head mounted displays are projected to be sold in the next 5 yearsaccording to projections by Piper Jaffray, Gartner, Kzero, and Business Insider.

The VR experience, however, is limited until the user is able to move around inside the virtual environment, which is a requirement for many of the popular game genres andenvisioned VR applications The company believes Active VR is poised to be one of the most popular and largest subcategories of the emerging VR domain.

Active VR hardware like the Omni does not compete with other players such as headset makers and content creators. Instead, the Omni acts as the compatible interconnect betweenother VR devices and content creators, providing the necessary input solution that enables popular Active VR experiences.

Our Current Product

The Omni is the first of its kind omnidirectional treadmill that enables natural navigation in VR. The Omni was designed to be affordable and compact. With the Omni, Virtuix aimsto free gamers from passive, seated gameplay, unleashing the full potential of virtual reality gaming with the Oculus Rift and future head mounted displays. Gaming on a keyboard,mouse or gamepad while seated pales in comparison to the intense experience and fun that comes from actually walking, running, and jumping in games.

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Omni players can walk and run in 360 degrees. The user’s movement output is translated to standard gamepad output that works with VR games or applications that use such standardgamepad input. Walk, run, jump, strafe, or even sit—movements mapped to the gamepad can be mapped to natural motion with the Omni. The Omni works independently from theVR head mounted display and therefore is compatible with both PC based head mounted display and mobile VR devices thanks to its integrated Bluetooth connectivity.

How It Works

The Omni is the result of four years of design and testing. The Omni uses a proprietary, lowfriction, concave platform that enables a smooth and natural gait. The Omni footwearcontains proprietary lowfriction pads that allow for an immersive walking and running motion on the Omni base. A robust support ring and untethered support harness aim to provideboth safety and versatility for rapid, unconstrained movement. Users are kept safely upright on the Omni thanks to the support ring and harness.

Our Plans for New Products

Virtuix is continuously working on improving the Omni’s design and reducing the product’s cost and physical footprint. The company aims to develop a next generation Omni that hasa size and price point that is in range for household consumers. Ultimately, Virtuix’s vision is to have an Omni be part of every Active VR setup both for home use and for commercialapplications that include arcades and outofhome entertainment, training and simulation, education, virtual tourism, and health care and fitness.

Beyond the Omni hardware, Virtuix is also developing Omni ConnectTM and Omni OnlineTM. Omni Connect is a software application that aims to track a user’s physical metrics andusage such as steps taken, distance walked and calories burned. Omni Online governs the product’s social gaming functionality, including online storage of players’ profiles andgaming stats, and the presence of universal leader boards and league standings. Omni Online transforms the traditional solitary VR experience to a fun, addictive, and social(multiplayer) Active VR experience with the Omni.

Virtuix is currently developing TRAVR, a suite of inhouse firstperson action games that demonstrate the capabilities of the Omni. Virtuix’s TRAVR games aim to provide fun,addictive, and repeatable gaming experiences unavailable from any other product.

Over time, the company plans to expand its platform and network of Active VR content and social features.

The first version of the Omni hardware has been designed for directtoconsumer online sales. The company anticipates that future versions will have the margin, scale and design toallow for wholesale and retail distribution.

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Our Growth Strategy

Early marketing efforts have been focused on PC gamers as early adopters. Virtuix reaches these gamers with a variety of online and offline marketing campaigns such as online gamevideos or live demos at trade shows and events. The main growth driver to date has been showing the product to influential gamers, journalists and bloggers, and letting them demo theOmni, either at events or at certain locations. The coverage and content that they created has driven customers to buy the product online. To accelerate growth, Virtuix plans toincrease its online and offline marketing campaigns, demos and marketing events, and community engagement.

Besides the consumer gaming market, the company believes the Omni has applications in several commercial markets, including the military industry for training and simulation, thegym industry for exercise and fitness, the architecture and real estate industries for virtual walkthroughs, and the arcade and outofhome entertainment industry for commercial VRentertainment. Virtuix believes that, in absence of a large home consumer market for VR in 2016, the Omni can generate meaningful revenues as a commercial product sold to VRarcades, gaming centers, and other commercial users of the Omni.

Our Competitive Strengths

In the last three years, Virtuix has created defensible product features, trade secrets, and intellectual property. Twelve patent applications have been filed to date to protect the Omnitechnology.

A key strength of Virtuix is its firstmover advantage for fullyimmersive omnidirectional treadmills, resulting in strong and early partnerships with headset makers, content creators,game developers, and the makers of VR accessories and controllers. This technology ecosystem provides Virtuix with a defensible advantage over newcomers in the Active VR space.

Virtuix also invested heavily in building the Omni brand and reputation among the eSports, PC gaming and VR enthusiast communities.

Virtuix is currently leading its competition in the Active VR space. The Omni is the firstofitskind platform for Active VR at a price point and physical size that has not been met byany other competing device in the market.

The current offering

Securities offered Maximum of 6,432,247 shares of Series A Preferred Stock ($15,000,000)

Common Stock outstanding before the offering (1) 5,500,000 shares

Preferred Stock outstanding before the offering (2) 7,351,709 shares

Preferred Stock outstanding after the offering 13,783,956 shares

Use of proceeds The net proceeds of this offering will be used primarily to expand marketing efforts,expand the engineering team, and continue the development of internally produced gamecontent for the Omni.

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(1) Does not include shares issuable upon the exercise of options issued under the 2014 LongTerm Incentive Plan. (2) Includes issued Series Seed Preferred Stock and Series 2 Seed Preferred Stock.

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RISK FACTORS

The SEC requires the company to identify risks that are specific to its business and its financial condition. The company is still subject to all the same risks that all companies in itsindustry, and all companies in the economy, are exposed to. These include risks relating to economic downturns, political and economic events and technological developments (such ashacking and the ability to prevent hacking). Additionally, earlystage companies are inherently more risky than more developed companies. You should consider general risks as well asspecific risks when deciding whether to invest.

The company has not yet commenced planned principal operations.

Virtuix was formed in 2013 (as Virtuix Technologies LLC) and made its first preorder sales in August 2013. Accordingly, the company has a limited history upon which an evaluationof its performance and future prospects can be made. Virtuix's current and proposed operations are subject to all the business risks associated with new enterprises. These include likelyfluctuations in operating results as the company reacts to developments in its market, including purchasing patterns of customers and the entry of competitors into the market. Virtuixwill only be able to pay dividends on any shares once its directors determine that it is financially able to do so.

The company depends on one primary product.

The company’s primary product is the Omni. Although it is developing other products, the company’s survival in the near term depends upon being able to sell the Omni to sufficientcustomers to make a profit. The company’s current customer base is still small and the company will only succeed if it can attract more customers for its primary product.

The delivery and quality of the company's primary product is dependent on thirdparty manufacturers.

The company’s primary product is manufactured by third parties in China. While the company provides the specifications for the product, it relies on the manufacturer to meet thosespecifications. Difficulties encountered by the manufacturer may result in a poor quality product or the inability to deliver product in a timely manner. If the current manufacturerencounters difficulties, the company may be required to find another manufacturer, resulting in delays as the manufacturer retools its facility.

The company may not be able to protect its intellectual property.

The company's success will depend on its ability to secure patent protection for its core technologies and be able to enforce those patents. The filed patent applications may not result inissued patents. If any patent application results in an issued patent, that patent may later be invalidated or held unenforceable as patent law changes. Further, the outsourcing of themanufacture of the company's product may result in the unauthorized exposure of the intellectual property of the company.

If the company cannot raise sufficient funds it will not succeed.

Virtuix is offering Series A Preferred Stock in the amount of up to $15 million in this offering on a bestefforts basis and may not raise the complete amount. Even if the maximumamount is raised, the company is likely to need additional funds in the future in order to grow, and if it cannot raise those funds for whatever reason, including reasons relating to thecompany itself or to the broader economy, it may not survive. If the company manages to raise a substantially lesser amount than the Maximum Raise, it will have to find other sourcesof funding for some of the plans outlined in “Use of Proceeds.”

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Future fund raising may affect the rights of investors.

In order to expand, the company is likely to raise funds again in the future, either by offerings of securities or through borrowing from banks or other sources. The terms of future capitalraising, such as loan agreements, may include covenants that give creditors greater rights over the financial resources of the company.

The company depends on a small management team.

The company depends on the skill and experience of two individuals, Jan Goetgeluk and David Allan. Each has a different skill set. If the company is not able to call upon one of thesepeople for any reason, its operations and development could be harmed.

The company is controlled by its CEO and sole director.

Virtuix CEO, and sole director, Jan Goetgeluk currently holds approximately 45 percent of the issued shares of the company. No other stockholder holds more than 3 percent of theissued shares. Under the terms of the Voting Agreement dated as of March 10, 2016, Mr. Goetgeluk, as CEO and the largest holder of Common Stock of the company, will be able todesignate a majority of the directors for election to the company’s Board of Directors.

New competitors may enter the market.

The company operates in a relatively new market and the competitive landscape is not yet clear. New competitors may enter the market with an expanded range of products at a lowercost, targeting the same customer base, which may force the company to cut prices.

Competitors may be able to call on more resources than the company.

While the company believes that the Omni is unique, there may be other ways to provide for 360degree movement and interaction for virtual reality. Additionally, competitors mayreplicate Virtuix's business ideas and produce directly competing products, possibly without having to rely on outsourced manufacturing. These competitors may be better capitalizedthan Virtuix, which would give them a significant advantage. This would particularly be the case if major technology companies were to enter the market.

There is no current market for any shares of the company's stock.

There is no formal marketplace for the resale of the Series A Preferred Stock or of any shares of Common Stock issuable upon conversion of the Series A Preferred Stock. Shares ofSeries A Preferred Stock may be traded on the overthecounter market to the extent any demand exists. Investors should assume that they may not be able to liquidate their investmentfor some time, or be able to pledge their shares as collateral.

Investors will hold minority interests in the company.

Virtuix Holdings Inc. has already issued 3,750,000 shares of its Series Seed Preferred Stock and 3,601,709 shares of its Series 2 Seed Preferred Stock. Investors will hold minorityinterests in the company and will not be able to direct its operations. The rights, preferences, and privileges of the Series A Preferred Stock are identical to those of the Series SeedPreferred Stock and Series 2 Seed Preferred Stock.

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Investors will be subject to the terms of the Subscription Agreement.

As part of this investment, each investor will be required to agree to the terms of the Subscription Agreement included as Exhibit 4 to the Offering Statement of which this OfferingCircular is part. The Subscription Agreement requires investors to indemnify the company for any claim of brokerage commissions, finders’ fees or similar compensation. All legalconflicts relating to the Subscription Agreement will be heard in Texas courts under Texas law. In addition, by each investor’s execution of the Subscription Agreement and under theterms thereof, each investor will join as a party to the Amended and Restated Investors’ Rights Agreement, the Amended and Restated Right of First Refusal Agreement and the VotingAgreement, each dated as of March 10, 2016, as entered into by the company with the holders of the company’s Series Seed Preferred Stock, Series 2 Seed Preferred Stock and certainholders of Common Stock. Each of these investment agreements has been filed as an exhibit to the company’s Offering Statement under Regulation A of which this Offering Circular ispart.

The company has previously issued secured debt.

The company received a $1 million loan from Venture Lending & Leasing VII, Inc. secured by a pledge of 2,000,000 shares of the Common Stock of Virtuix Inc. and the intellectualproperty of the company as collateral for the loan. In the event of default on repayment of this loan, Venture Lending & Leasing VII, Inc. may take possession and sell the collateral tosatisfy the company’s obligations under the loan.

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DILUTION

Dilution means a reduction in value, control or earnings of the shares the investor owns.

Immediate dilution

An earlystage company typically sells its shares (or grants options over its shares) to its founders and early employees at a very low cash cost, because they are, in effect, putting their“sweat equity” into the company. When the company seeks cash investments from outside investors, like you, the new investors typically pay a much larger sum for their shares than thefounders or earlier investors, which means that the cash value of your stake is diluted because each share of the same type is worth the same amount, and you paid more for your sharesthan earlier investors did for theirs.

The following table compares the price that new investors are paying for their shares with the effective cash price paid by existing shareholders, giving effect to full conversion of alloutstanding, vested stock options, and assuming that the shares are priced at $2.332 per share. It reflects all transactions since inception, which gives investors a better picture of whatthey will pay for their investment compared to the company’s insiders than just including such transactions for the last 12 months, which is what the SEC requires.

Shares Issued (Assuming Full Effective Price Conversion) per Share Paid Outstanding Common Shares (Founder) 5,500,000 $ 0.03 Preferred Stock issued in Series 1 Seed offering 3,031,250 0.80 Preferred Stock issued in Series 2 Seed offering 2,854,283 1.05 Related Party Notes and Convertible Notes issued and converted to Preferred Stock 718,750 0.80 Warrants (Convert to PF, then to CS) 156,250 0.80 Preferred Stock (Converted 2015 Notes) 747,426 1.20 Vested Options 624,733 0.11 Total Potential Common Shares 13,632,692 0.53 Investors in this offering, assuming $15MM raised 6,432,247 2.332 Total After Inclusion of this Offering 20,064,939 $ 1.109

The following table demonstrates the dilution that new investors will experience relative to the Company’s net tangible book value as of September 30, 2015 of $(23,650), adjusted forthe assumption of proceeds from conversion all other convertible equity and debt instruments outstanding at current, and assuming exercise of all vested options outstanding throughcurrent, which provide $193,721 of proceeds from conversions resulting in the issuance of 8,132,692 shares of common stock, in addition to the 5,500,000 shares of common stockcurrently issued and outstanding. Issued stock options that have not yet vested and authorized but unissued stock options are excluded from the share conversions and proceedsassumptions used in these calculations. Net tangible book value is the aggregate amount of the Company’s tangible assets, less its total liabilities. The table presents three scenarios: a $5million raise from this offering, a $10 million raise from this offering, and a fully subscribed $15 million raise from this offering.

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$ 5MM Raise $ 10MM Raise $ 15MM Raise Price per Share $ 2.332 $ 2.332 $ 2.332 Shares Issued 2,144,082 4,288,165 6,432,247 Capital Raised $ 5,000,000 $ 10,000,000 $ 15,000,000 Less: Offering Costs $ (455,000) $ (830,000) $ (1,205,000)Net Offering Proceeds $ 4,545,000 $ 9,170,000 $ 13,795,000 Net Tangible Book Value PreFinancing $ 170,071 $ 170,071 $ 170,071 Net Tangible Book Value PostFinancing $ 4,715,071 $ 9,340,071 $ 13,965,071 Shares Issued and Outstanding PreFinancing 13,632,692 13,632,692 13,632,692 PostFinancing Shares Issued and Outstanding 15,776,774 17,920,856 20,064,939 Net tangible book value per share prior to offering $ 0.012 $ 0.012 $ 0.012 Increase/(Decrease) per share attributable to new investors $ 0.286 $ 0.509 $ 0.684Net tangible book value per share after offering $ 0.299 $ 0.521 $ 0.696 Dilution to NBV per share to new investors $ 2.033 $ 1.811 $ 1.636

The following table presents the stock options issued, forfeited, outstanding, and vested, through current. The dilution calculations and tables herein only give effect to the currentlyvested options outstanding, and therefore, further dilution is possible should some or all of the unvested outstanding options ultimately vest and be exercised or if authorized but unissuedstock options are issued and ultimately vest. No options have been exercised to date.

Exercise Price Issued Forfeited Outstanding Vested

$ 0.11 1,732,030 (336,250) 1,395,780 624,733 $ 0.32 349,690 349,690 TOTAL 2,081,720 (336,250) 1,745,470 624,733

Future dilution

Another important way of looking at dilution is the dilution that happens due to future actions by the company. The investor’s stake in a company could be diluted due to the companyissuing additional shares. In other words, when the company issues more shares, the percentage of the company that you own will go down, even though the value of the company maygo up. You will own a smaller piece of a larger company. This increase in number of shares outstanding could result from a stock offering (such as an initial public offering, anothercrowd funding round, a venture capital round, or additional angel investment), employees exercising stock options, or by conversion of certain instruments (e.g. convertible bonds,preferred shares or warrants) into stock.

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If the company decides to issue more shares, an investor could experience value dilution, with each share being worth less than before, and control dilution, with the total percentage aninvestor owns being less than before. There may also be earnings dilution, with a reduction in the amount earned per share (though this typically occurs only if the company offersdividends, and most early stage companies such as Virtuix do not pay dividends for some time).

The type of dilution that hurts earlystage investors most occurs when the company sells more shares in a “down round,” meaning at a lower valuation than in earlier offerings. Anexample of how this might occur is as follows (numbers are for illustrative purposes only):

• In June 2014 Jane invests $20,000 for shares that represent 2.0% of a company valued at $1 million.

• In December the company is doing very well and sells $5 million in shares to venture capitalists on a valuation (before the new investment) of $10 million. Jane nowowns only 1.3% of the company but her stake is worth $200,000.

• In June 2015 the company has run into serious problems and in order to stay afloat it raises $1 million at a valuation of only $2 million (the “down round”). Jane now

owns only 0.89% of the company and her stake is worth only $26,660.

If you are making an investment expecting to own a certain percentage of the company or expecting each share to hold a certain amount of value, it’s important to realize how the valueof those shares can decrease by actions taken by the company. Dilution can make drastic changes to the value of each share, ownership percentage, voting control, and earnings pershare.

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USE OF PROCEEDS TO ISSUER

The net proceeds of a fully subscribed offering to the issuer, after total offering expenses and commissions will be approximately $13.9 million, depending on the final commission paidto SI Securities. Virtuix plans to use these proceeds as follows:

• Approximately $1 million to pay off the following indebtedness:

o $0.83 million in principal amount as of September 30, 2015 and $0.25 million in interest owed, payments of $38,255 due each month throughSeptember 2017, under the terms of a Secured Promissory Note entered into on September 5, 2014 with Venture Lending & Leasing VII, Inc. (the"VLL Note"). The monies borrowed were used for product development, and to meet payroll and other company expenses. The VLL Note carriesan interest rate of 11.75% per annum. In addition to the interest rate, the company issued to Venture Lending & Leasing VII, Inc. a warrant that iscurrently exercisable for the purchase of 156,250 shares of the company's Series Seed Preferred Stock at an exercise price of $0.80 per share.Further, the VLL Note is secured by a pledge of 2,000,000 shares of the Common Stock of Virtuix Inc. as collateral and the intellectual property ofthe company.

Approximately $12.675 million, or 91.3% of the net proceeds assuming the maximum amount offered is raised, has not been specifically allocated. Those funds will be used for threeprimary purposes at the discretion of the company:

• Expanding marketing efforts to reach more potential customers. • Expanding the engineering team to continue product design and build out Omni Connect and the Omni Online social platform. • Expand the game development team to build out the TRAVR content universe.

Because the offering is being made on a “best efforts” basis, without a minimum offering amount, Virtuix may close the offering without sufficient funds for all the intended purposes setout above. If the offering size is $5 million, then the company estimates that its net proceeds from this offering will be approximately $4.5 million. In such an event, Virtuix will adjustits use of proceeds by reducing planned expansion of marketing, engineering, and game development. The company will still pay off the full amount of indebtedness specified above.

The company reserves the right to change the above use of proceeds if management believes it is in the best interests of the company.

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THE COMPANY’S BUSINESS

Basic Information about the Company and Overview

In 2011, prior to founding the company, Jan Goetgeluk began developing the product that would become the company’s core product. Virtuix was first founded as Virtuix TechnologiesLLC in April 2013. Virtuix Technologies LLC converted into Virtuix Inc. in November 2013. In December 2013, Virtuix Holdings Inc. was incorporated in Delaware to act as theholding company for Virtuix Inc., Virtuix Interactive I LLC (a subsidiary formed in January 2014), and Virtuix Manufacturing Ltd. (a subsidiary organized in Hong Kong formed inJanuary 2015, and acquired by Virtuix Holdings Inc. on June 24, 2015).

Virtuix is a pioneer in the recent rebirth of virtual reality (“VR”). Previously, VR technology was expensive, bulky, and of low quality. In recent years, VR technology has become moreaffordable and of higher quality thanks to the availability of high resolution screens, inertial sensors, and greater processing power that was initially demanded by the consumer cellularphone industry.

Virtuix mission is to be the leading platform for Active VR, which includes any VR application that requires firstperson navigation ingame, such as walking or running. Examples ofActive VR include firstperson shooters, firstperson adventure or exploration games, and any nongaming applications that require firstperson navigation like training simulations, realestate walkthroughs, or virtual tourism. In comparison to the current competitors in the market space, as of September 30, 2015, Virtuix has completed the largest donation/rewardcrowd funding campaign and has sold the most units through preorders.

Production of the Omni began in the fourth quarter of 2015. The company is currently delivering on preorders it received and is taking new orders for its product.

Principal Products and Services

Virtuix began delivering the Omni in December 2015. The company’s primary product is the Omni. The Omni is the first virtual reality motion platform for moving freely in 360degrees in VR games or applications. The Omni permits video game users' own movements to control the movement of characters in a virtual reality context — users move freely andnaturally on a physical platform that is integrated into a virtual reality system. This allows for users to walk, run, or jump inside virtual worlds. The device has no moving parts, whichmakes it durable, compact, and affordable. The Omni is compatible with PC based and mobile VR head mounted display devices currently available or coming to market (such as theOculus Rift, HTC Vive, Samsung Gear VR, and Google Cardboard), and with content that uses standard gamepad input and is VR enabled.

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The biomechanics of locomotion in virtual reality are a hard problem to solve. Human bodies are sensitive to physical movements and computer interactions that feel unnatural. This isa specialist area of interface design that is currently not addressed by most major electronics manufacturers. The Omni uses a proprietary, lowfriction, concave platform that enables asmooth and natural gait. The Omni footwear contains proprietary lowfriction pads that allow for an immersive walking and running motion on the Omni base. A support ring anduntethered support harness aim to provide both safety and versatility for rapid, unconstrained movement. Users are kept safely upright on the Omni thanks to the support ring andharness.

The company believes true virtual reality cannot be experienced sitting down. Active VR applications like firstperson shooters or exploration games require movement ingame thatdoes not translate well to a seated or standing player setup due to physical constraints, safety issues, and simulator sickness. The panoramic visuals offered by head mounted displaysneed corresponding natural movement to maintain the user’s sense of orientation and feeling of immersion. The Omni enables popular Active VR experiences safely, comfortably, andprovides the fun, addictive, and immersive entertainment experiences that gamers and mainstream consumers long for. The company believes that the Omni can be used in contexts otherthan gaming, including: corporate training and simulations, exercise and fitness, architectural design/construction, entertainment, health care/physical therapy, virtual workplaces andevents, and virtual tourism. Ultimately, Virtuix’s vision is to have an Omni be part of every Active VR setup both for home use and commercial applications.

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The first version of the Omni hardware has been designed for directtoconsumer online sales. The company anticipates that future versions will have the margin, scale, and design toallow for wholesale and retail distribution.

The company is also developing its Omni Pro, of which a prototype was revealed at the December 2014 Interservice/Industry Training, Simulation and Education Conference("I/ITSEC") conference sponsored by the National Training and Simulation Association. The Omni Pro is a larger system than the Virtuix Omni and allows for users to crouch inaddition to walking, running, and jumping.

To encourage customer engagement with the Omni, the company is developing software for users to create profiles, track usage as well as its own Omni social platform— OmniConnectTM and Omni OnlineTM, respectively. Omni Connect is a software application that aims to track a user’s physical metrics and usage, such as steps taken, distance walked, andcalories burned. Omni Online provides the product’s social gaming functionality, including online storage of player’s profiles and gaming stats, and the presence of universal leaderboards and league standings. The company intends to use Omni Online to transform the traditional solitary VR experience to a fun, addictive, and social (multiplayer) Active VRexperience with the Omni. The current version of the social platform allows users to create a profile, access universal leader boards, and maintain data on usage of the Omni. Over time,the company intends to build out the Omni social platform functionality to deliver the user experience described above.

While the Omni is compatible with existing video games and virtual reality systems, the company is developing its own games under the TRAVR content universe. TRAVR games arefirstperson action games that demonstrate the capabilities of the Omni and aim to provide fun, addictive, and repeatable gaming experiences unavailable from any other product. Thesegames will be specifically designed to allow users to engage the full functionality of the Omni in their gameplay.

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Market

The company believes virtual reality is the next phase of human computer interaction. The principal market for the Omni are individual consumers who are currently using virtual realityhead mounted display ("HMD") or plan to use virtual reality HMD to augment their game playing experience. The company estimates that from its Fiscal Year 2016 to its Fiscal Year2019, the global market for HMDs will grow from 8,225,000 to 38,000,000 units sold per year. This estimate is derived from averaging projections made in industry research reports ofBusiness Insider from April 27, 2015, Piper Jaffray from May 2015, KZero Worldwide from July 2014, and Gartner from May 2015. These reports were not produced for the companyor for this offering.

Marketing/Distribution Channels

The company is currently taking preorders of the Omni directly through its own website. It previously accepted preorders in a crowdfunding campaign through Kickstarter that endedin July 2013. That campaign resulted in $1.1 million of preorders. Marketing efforts have been focused on PC gamers as early adopters. Virtuix reaches these gamers with a variety ofonline and offline marketing campaigns, such as online game videos or live demos at trade shows and events.

As of October 30, 2015, the main growth driver has been showing the product to influential gamers, journalists and bloggers, and letting them demo the Omni. The coverage and contentthat they created has driven customers to buy the product online. The company plans to increase its online and offline marketing campaigns, demos and marketing events, andcommunity engagement.

Virtuix made significant efforts to build the Omni brand and reputation among the eSports, PC gaming, and VR enthusiast communities.

The company has also received interest from several commercial markets, including the military industry for training and simulation, the gym industry for exercise and fitness, thearchitecture and real estate industries for virtual walkthroughs, and the arcade industry for commercial outofhome entertainment. The company will continue to explore distribution tothese markets.

Competition

The company will face competition from other equipment manufacturers, including manufacturers that have not begun developing their own products. Virtuix believes that the Omniwill have advantages over other competitors currently in the market space, including:

• lowest price point of $699; • defensible product features, trade secrets, and intellectual property; • smallest physical footprint; and • first to market.

Its firstmover advantage for fully immersive omnidirectional treadmills has been a key strength for Virtuix. The company’s early product demonstrations and preorder volume haveresulted in strong relationships with headset makers, content creators, game developers, and the makers of VR accessories and controllers. The company anticipates building on theserelationships as Omnis are delivered to preorder purchasers.

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The Omni does not compete with headset makers and contents creators. Instead, the Omni acts as the compatible interconnect between other VR devices and content creators, providingthe necessary input solution that enables popular Active VR experiences.

Product Delivery

The company began delivery of the Omni in December 2015. Production will increase as the assembly process is finetuned to improve quality and efficiency.

Suppliers

The company has entered into an Original Equipment Manufacturing Agreement with an electronics manufacturer in China. The manufacturing agreement provides a nonexclusive rightto manufacture the Omni at the specifications provided by Virtuix. The manufacturer is responsible for making the plastic components and assembling the final product with materialsobtained from other suppliers. All manufactured products will be required to meet the Acceptable Quality Level of the product specifications provided by Virtuix. Virtuix owns theplastic injection molds used to construct the Omni and could utilize additional manufacturers or change manufacturers.

Research and Development

Since inception, the company has spent approximately $1.5 million on research and development of its products.

Employees

Virtuix has 15 employees working fulltime in Austin, TX, and 12 employees working full time in China. Additionally, the company has engaged three contractors at its Austin, TXlocation. Two parttime roles are filled by contactors as well.

Intellectual Property

The company relies on its intellectual property. As of August 31, 2015, the company has filed two nonprovisional utility patent applications, nine provisional utility patent applications,and one design patent application.

Application Title Type Date Number Filed1 61/757,986 Locomotion System and Apparatus Provisional Utility

Patent Application1/29/2013

2 14/062,625 Locomotion System and Apparatus Nonprovisional Utility Patent Application

10/24/2013

3 61/955,767 METHOD AND SYSTEM OF DECOUPLING A LOCOMOTION AND VIRTUAL REALITYSYSTEM

Provisional Utility Patent Application

3/19/2014

4 61/981,149 OMNIDIRECTIONAL LOCOMOTION SYSTEM FOR MILITARY APPLICATION Provisional Utility Patent Application

4/17/2014

5 29/488,951 Omnidirectional Locomotion Platform Design Patent Application

4/24/2014

6 62/004,550 Support Tube System For Vertical Movement of an Omnidirectional Locomotion Device Provisional Utility Patent Application

5/29/2014

7 62/099,426 AN OMNIDIRECTIONAL LOCOMOTION SYSTEM AND APPARATUS Provisional Utility Patent Application

1/2/2015

8 62/127,261 AN OMNIDIRECTIONAL LOCOMOTION SYSTEM AND APPARATUS Provisional Utility Patent Application

3/2/2015

9 14/663,433 METHOD GENERATING AN INPUT IN AN OMNIDIRECTIONAL LOCOMOTION SYSTEM Nonprovisional Utility Patent Application

3/19/2015

10 62/144,253 HAPTIC GLOVE FOR USE IN A VIRTUAL ENVIRONMENT Provisional Utility Patent Application

4/7/2015

11 62/198,032 OMNIDIRECTIONAL LOCOMOTION SYSTEM AND APPARATUS Provisional Utility Patent Application

7/28/2015

12 62/253,317 METHOD OF SOFTDECOUPLING VIRTUAL REALITY INPUT DATA; SYSTEM ANDMETHOD OF IDENTIFYING A SENSOR

Provisional Utility Patent Application

11/10 /2015

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The application titled "Locomotion System and Apparatus" has been filed with international patent regulators in Europe, China, Russia, India, Brazil, South Korea, and Australia.

Additionally, Virtuix has entered into a License Agreement with CloudNav, Inc. covering the license of CloudNav, Inc.'s Sensor Fusion Library and Virtual Reality Motion Library.

The company has also filed for trademark protection for Virtuix, Virtuix Omni, and TRAVR.

Serial Number Mark Class Date Filed

1 85851171 VIRTUIX 009 2/15/2013

2 85851157 VIRTUIX OMNI 028 2/15/2013

3 85851157 VIRTUIX OMNI 025 6/6/2013

4 86156858 TRAVR 009 1/2/2014

The trademark applications for "Virtuix" and "Virtuix Omni" filed on February 15, 2013 have been filed with international trademark regulators in Argentina, Brazil, Canada, EuropeanUnion, Taiwan, and the World Intellectual Property Organization.

The company is currently involved in a dispute in China regarding the trademark "Virtuix Omni".

Litigation

The company has been named a defendant in a legal proceeding in the 149th District Court of the State of Texas by Glen Jones. The Service of Process was mailed on July 13, 2015. Thelawsuit alleges breach of contract and seeks monetary damages and other civil remedies, all of which the company has denied in its filed answer.

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THE COMPANY’S PROPERTY

The company owns manufacturing molds for its current products. Virtuix currently leases its premises.

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MANGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Results of Operations

As of September 30, 2015, the company has not yet recognized sales of its core product, the Omni. Through online preorders, the company has received over $2 million in cash, whichis recorded as deferred revenue. Those revenues will be recognized once the company begins delivering its product. The company began production in December 2015 and delivered itsfirst product on December 15, 2015.

Preorders of the Omni began in June 2013 with the company's successful Kickstarter campaign. With an original goal of raising $150,000 by offering rewards and preorders, thecompany raised over $1.1 million. Certain revenues from the rewards offered in the Kickstarter campaign (such as tshirts and posters) other than the Omni were recognized upondelivery of the reward. The approximate time period these revenues were recognized was from September to December 2014.

Although the company has not undertaken any major marketing campaign, preorders of the Omni have continued. On a quarterly basis, starting on April 1, 2014 and ending onSeptember 30, 2015, the company accrued approximately $179,000, $95,000, $102,000, $238,000, $88,000, and $111,491 in deferred revenue from preorders of the Omni. For theFiscal Year ending March 31, 2015 (“Fiscal 2015”), the company accrued approximately $615,000 in deferred revenue. And in the six months ending on September 30, 2015, thecompany accrued an additional $199,401 in deferred revenue.

Because sales of its products have not yet been recognized, the company has not yet determined the cost of goods sold. Cost of goods will include the cost of materials to produce eachOmni, manufacturing costs, shipment costs, licensing fees with CloudNav, Inc., and other costs associates with the sale of the company's core product. As of September 30, 2015, thecompany had acquired $68,671 in inventory assets, comprising electronic component parts for its primary product.

The company's operating expenses consist of rent, payroll, professional services, selling expenses, and research and development. Operating expenses for Fiscal 2015 totaled $3,449,829,a 113% increase from $1,619,573 for Fiscal 2014. The primary components of the increase from 2014 to Fiscal 2015 were:

• a 137% increase in general and administrative expenses covering personnel costs, rent, insurance, professional and legal services, and expenses incurred other than forsales activities. The principal driver of this increase was the increase in personnel of the company from approximately 10 persons to 30; and

• a 105% increase in research and development expenses due do the availability of funds to engage in necessary research and development of the core product followingcapital raising efforts.

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For the six months ended September 30, 2015, the company accrued $2,044,976 in operating expenses, a 26% increase from $1,619,652 for the six months ended September 30, 2014.The primary components of the increase in operating expenses between these two periods included:

• a 72% increase in general and administrative expenses covering personnel costs, stock compensation expense, professional and legal services, and operating expenses.

As a result of the foregoing factors, the company's net loss for Fiscal 2015 was $3,524,322, an 120% increase from the net loss of $1,603,580 in Fiscal 2014. For the six months endedSeptember 30, 2015, the company’s net loss was $2,146,482.

Liquidity and Capital Resources

As of October 30, 2015, the company has not made any profits and had not commenced its planned principal operations. While the company has, as of September 30, 2015, $2,601,601cash on hand, it has not recognized revenue from sales of its products. The company has recorded losses from the time of inception to September 30, 2015 in the total amount of$7,172,878.

The company’s operations have largely been financed to date from its financing activities. The company was initially capitalized by the company's founder Jan Goetgeluk in the amountof $183,132. Then in June 2013, the company launched a Kickstarter campaign, which generated $1.1 million in cash for the company. From April through May 2014, the company wasfurther capitalized by equity investments from its stockholders in the amount of $3,000,000 from three sources, including $175,000 in related party notes subsequently converted intoSeries Seed Preferred Stock, $400,000 in convertible notes subsequently converted into Series Seed Preferred Stock, with the remainder being direct sales of the company’s Series SeedPreferred Stock. From December 2014 to February 2015, the company received an additional equity investment from its stockholders in the amount of $2,997,000 through the sale of itsSeries 2 Seed Preferred Stock. From May 2015 to July 2015, the company received $879,701 from the sale of convertible promissory notes that converted into Series 2 Seed PreferredStock on September 30, 2015.

In addition to its sales of equity and convertible notes, the company has entered into a venture loan agreement with Venture Lending & Leasing VII, Inc. in September 2014. Thecompany received $1,000,000 from this loan. The company has the ability to request an additional loan of $250,000 from the lender when production of the Omni begins.

The company’s operations are dependent on making capital expenditures to produce manufacturing molds for the Omni. In the event that the company does not raise sufficient funds inthis offering, the company will continue to make the planned capital expenditures out of its available cash on hand or its available loan facility.

Plan of Operations

Over the next 12 months, the company anticipates that it will begin production of the Omni, starting with the units ordered through the Kickstarter campaign in 2013. The companyanticipates a production schedule as follows:

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• 10 units in December, 2015; • 50 units in January, 2016.

As the manufacturing process is finetuned during these first batches, production will ramp up to meet the company’s obligations to purchasers of preordered products and futurepurchasers.

Omni Connect and Omni Online are under continued development. The company anticipates that Omni Connect and Omni Online will be ready in the first quarter of 2016.

The company anticipates releasing three games for the TRAVR content universe in January, 2016.

The company will be able to begin its production with its cash on hand. Without additional financing from this offering, the company anticipates that it would be able to continue itsnormal operations through the end of March 2016.

Trend Information

Initially, the Omni was targeted to hardcore gamers who had already adopted virtual reality and desired to more fully immerse themselves in the experience. However, as the applicationsof virtual reality have expanded beyond hardcore gaming, Virtuix's target markets have expanded accordingly. The company believes that Omni Connect and Omni Online, by allowingusers to create profiles, track usage, and engage socially, will appeal to a larger audience of users interested in applications other than gaming.

To more completely reach this market, the company is actively considering ways to offer the Omni at a lower price, and further reduce the device's physical size. The company believesthese efforts will enable the company to reach a larger market.

The company continues to explore the market for professional and military users. The company revealed its Omni Pro prototype at the December 2014 Interservice/Industry Training,Simulation and Education Conference ("I/ITSEC") conference sponsored by the National Training and Simulation Association. To better reach this market, the company has brought ona parttime Military Business Development specialist.

With the manufacturing agreement in place, the company began production of the Omni in December 2015 and delivered its first unit on December 15, 2015. Future delivery dates andvolume will depend on the capacity and performance of the manufacturer.

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DIRECTORS, EXECUTIVE OFFICERS AND SIGNIFICANT EMPLOYEES

The following table sets out the company’s officers and directors. All work with the company on a fulltime basis.

Name Position Age Term of Office (if indefinite, give date appointed)

Executive Officers:

Jan L. Goetgeluk CEO 32 April 15, 2013

David Robert Malcolm Allan Pres. 48 August 12, 2013

Directors:

Jan L. Goetgeluk CEO 32 April 15, 2013

Jan Goetgeluk, CEO and Sole Director

Jan Goetgeluk is the founder and CEO of Virtuix since its inception in February 2013. Prior to founding Virtuix, Mr. Goetgeluk was an Investment Banking Associate with JP MorganChase in Houston and New York. He served in that role from May 2010 to February 2013. While working as an investment banker, he started developing the Omni after hours, oftenworking until late in the morning. In February 2013, after two years of researching, experimenting, and prototyping, Mr. Goetgeluk decided to leave his fulltime job and founded Virtuixto bring the Omni to market. Mr. Goetgeluk holds a Bachelor of Science and Master of Science degree in Mechanical Engineering from the University of Ghent in Belgium, and anMBA degree from Rice University in Houston.

David Allan, COO and President

David Allan is currently President and Chief Operating Officer of Virtuix. He has served as President since December 2013 and as Chief Operating Officer since August 2013. Prior tojoining the company, Mr. Allan was Vice President of ERP Power LLC, a California electronics startup, from June 2008 to January 2012. In that position he was responsible for settingup a China manufacturing subsidiary employing 200 workers. From January 2006 to May 2008, Mr. Allan was a senior manager at Flextronics, a Fortune 500 manufacturing company.Other prior positions include twelve years as coowner of a Taiwanbased OEM hardware business. Mr. Allan holds a B.A.Sc. degree in Systems Design Engineering from theUniversity of Waterloo.

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COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS

For the fiscal year ended March 31, 2015 the company only had two executive officers and one director. The compensation for its two executive officers was as follows:

Name Capacities in which compensation was received Cash compensation ($)

Other compensation ($)

Total compensation ($)

Jan Goetgeluk Chief Executive Officer $55,962 N/A $55,962

David Allan Chief Operating Officer $175,000 $3,000 $178,000

For the fiscal year ended March 31, 2015, Jan Goetgeluk, the sole director, was not compensated for his services as a Director.

In June 2014, the company granted David Allan options to acquire 1,125,000 shares of Common Stock of Virtuix Holdings, Inc. The options were granted on a three year vestingschedule at an exercise price of $0.11 per share.

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SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITYHOLDERS

The following table sets out, as of August 31, 2015, the voting securities of the company that are owned by executive officers and directors, and other persons holding more than 10% ofthe company’s voting securities, or having the right to acquire those securities.

Title of class Name and address of beneficial owner Amount and nature of beneficial ownership Amount and nature of beneficial ownership acquirable Percent of class

CommonStock

Jan Goetgeluk, 8406 Hub Cove,Austin, TX 78759

5,500,000 shares of common stock 0 100%

CommonStock

David Allan, 5F1, #273, Alley 3,Lane 219, Chung Shan N. Road,Section 7, Taipei, Taiwan 11285

1,125,000 shares available from issued stock optionssubject to three year vesting schedule

17%

The final column (Percent of Class) includes a calculation of the amount the person owns now, plus the amount that person is entitled to acquire. That amount is then shown as apercentage of the outstanding amount of securities in that class if no other people exercised their rights to acquire those securities. The result is a calculation of the maximum amount thatperson could ever own based on their current and acquirable ownership, which is why the amounts in this column will not add up to 100%.

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INTEREST OF MANGEMENT AND OTHERS IN CERTAIN TRANSACTIONS

The company has not entered into any transactions in which the management or related persons have interest in outside of the ordinary course of operations of the company.

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SECURITIES BEING OFFERED

General

The company is offering Series A Preferred Stock to investors in this offering.

The following description summarizes important terms of the company's capital stock. This summary does not purport to be complete and is qualified in its entirety by the provisions ofthe Third Amended and Restated Certificate of Incorporation and its Bylaws, copies of which have been filed as Exhibits to the Offering Statement of which this Offering Circular is apart. For a complete description of Virtuix Holdings Inc.'s capital stock, you should refer to its Third Amended and Restated Certificate of Incorporation, and Bylaws, and applicableprovisions of the Delaware General Corporation Law.

Immediately following the completion of this offering, Virtuix Holdings Inc.'s authorized capital stock will consist of 23,000,000 shares of Common Stock, $0.001 par value per share,and 15,300,000 shares of Preferred Stock, $0.001 par value per share, of which 7,000,000 of those shares are designated as Series A Preferred Stock, 4,300,000 shares are designated asSeries 2 Seed Preferred Stock, and 4,000,000 designated as Series Seed Preferred Stock.

As of October 1, 2015, the outstanding shares of Virtuix Holdings Inc. included: 5,500,000 shares of Common Stock, 3,750,000 shares of Series Seed Preferred Stock, and 3,601,709shares of Series 2 Seed Preferred Stock.

Common Stock

Dividend Rights

Holders of Common Stock are not entitled to receive dividends, as may be declared from time to time by the board of directors out of legally available funds, unless such dividends arepaid ratably to the holders of Common Stock and Preferred Stock based on the number of shares of Common Stock which would be held by each stockholder if all of the Preferred Stockwas converted at the theneffective conversion rate applicable to such shares of Preferred Stock. The company has never declared or paid cash dividends on any of its capital stock andcurrently does not anticipate paying any cash dividends after this offering or in the foreseeable future.

Voting Rights

Each holder of Common Stock is entitled to one vote for each share on all matters submitted to a vote of the stockholders, including the election of directors, but excluding matters thatrelate solely to the terms of a series of Preferred Stock.

Right to Receive Liquidation Distributions

In the event of the company's liquidation, dissolution, or winding up, holders of its Common Stock will be entitled to share ratably in the net assets legally available for distribution tostockholders after the payment of all of the company's debts and other liabilities and the satisfaction of the liquidation preferences granted to the holders of all shares of the outstandingPreferred Stock.

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Rights and Preferences

Holders of the company's Common Stock have no preemptive, conversion, or other rights, and there are no redemptive or sinking fund provisions applicable to the company's CommonStock.

Preferred Stock

The company has authorized the issuance of three series of Preferred Stock. The series are designated Series Seed Preferred Stock, Series 2 Seed Preferred Stock, and Series A PreferredStock (together the "Designated Preferred Stock"). Each series of Designated Preferred Stock contains substantially similar rights, preferences, and privileges.

Dividend Rights

Holders of Designated Preferred Stock are entitled to receive dividends, as may be declared from time to time by the board of directors out of legally available funds. Those dividendsare paid ratably to the holders of Common Stock and Preferred Stock based on the number of shares of Common Stock which would be held by each stockholder if all of the PreferredStock was converted to Common Stock under the terms of the company's Third Amended and Certificate of Incorporation. The company has never declared or paid cash dividends onany of its capital stock and currently does not anticipate paying any cash dividends after this offering or in the foreseeable future.

Voting Rights

Each holder of Designated Preferred Stock is entitled to one vote for each share of Common Stock which would be held by each stockholder if all of the Preferred Stock was convertedinto Common Stock. Fractional votes are not permitted and if the conversion results in a fractional share, it will be rounded to the closest whole number. Holders of Preferred Stock areentitled to vote on all matters submitted to a vote of the stockholders, including the election of directors, as a single class with the holders of Common Stock. Specific matters submittedto a vote of the stockholders require the approval of a majority of the holders of Preferred Stock voting as a separate class. These matters include any vote to:

• Amend or repeal of any provision of the Certificate of Incorporation or Bylaws if the action would alter, change or otherwise adversely affect the powers, preferences,or privileges, of any series of the Designated Preferred Stock;

• Increase or decrease the authorized number of shares of Designated Preferred Stock or Common Stock;• Authorize any new, or reclassify any existing class or series of equity securities with rights superior to or on par with any series of Designated Preferred Stock;• Redeem, repurchase, or otherwise acquire for value any shares of Common Stock or Designated Preferred Stock other than certain allowable repurchases;• Declare a dividend or distribute cash or property to holders of Common Stock; and

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• Liquidate, dissolve, or windup the business, or effect any merger or consolidation of the company.

Right to Receive Liquidation Distributions

In the event of the company's liquidation, dissolution, or winding up, holders of its Designated Preferred Stock are entitled to a liquidation preference superior to the Common Stock.Holders of Designated Preferred Stock will receive an amount for each share equal to the original price paid for the shares plus any declared but unpaid dividends thereon. If, upon suchliquidation, dissolution or winding up, the assets and funds that are distributable to the holders of Designated Preferred Stock are insufficient to permit the payment to such holders of thefull amount of their respective liquidation preference, then all of such assets and funds will be distributed ratably among the holders of the Designated Preferred Stock in proportion tothe full preferential amounts to which they would otherwise be entitled to receive.

Preemptive Rights

Investors that acquire at least 85,000 shares of Preferred Stock generally are entitled to preemptive rights to acquire shares in any new offering of equity securities by the company.Holders of less than 85,000 shares do not have preemptive rights. There are no redemptive or sinking fund provisions applicable to the company's Designated Preferred Stock.

Terms of Conversion

The Designated Preferred Stock of Virtuix Holdings Inc. is convertible into the Common Stock of the company as provided by Section 4.3 of the Third Amended and RestatedCertificate of Incorporation. Each share of Designated Preferred Stock is convertible at the option of the holder of the share as any time after issuance and prior to the closing of anytransaction that constitutes liquidation event of the company. The conversion price of the Designated Preferred Stock is equal to the issue price subject to adjustment as discussed underAntiDilution Rights below.

Additionally, each share of the Designated Preferred Stock will automatically convert into the Common Stock of the company immediately prior to the closing of a firm commitmentunderwritten public offering, registered under the Securities Act of 1933, in which the aggregate gross proceeds raised are at least $40 million. The shares will convert in the samemanner as the voluntary conversion.

AntiDilution Rights

Holders of Virtuix Holdings Inc. Designated Preferred Stock will receive certain antidilution protective provisions that will be applied to adjust the number of shares of Common Stockissuable upon conversion of the shares of the respective series of Designated Preferred Stock. If equity securities are subsequently issued by the company at a price per share less than theconversion price of the Designated Preferred Stock then in effect, the conversion price of the Designated Preferred Stock will be adjusted using a broadbased, weightedaverageadjustment formula as provided for in the Third Amended and Restated Certificate of Incorporation.

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PLAN OF DISTRIBUTION AND SELLING SECURITYHOLDERS

Plan of Distribution

The company is offering up to 6,432,247 shares of Series A Preferred Stock, as described in this Offering Circular. The company has engaged SI Securities, LLC as its sole andexclusive placement agent to assist in the placement of its securities. SI Securities, LLC is under no obligation to purchase any securities or arrange for the sale of any specific number ordollar amount of securities.

Commissions and Discounts

The following table shows the total discounts and commissions payable to the placement agents in connection with this offering:

Per Per Share

Public offering price $2.332Placement Agent commissions $0.1749 Proceeds, before expenses, to us $2.1571

Placement Agent Warrants

The company has agreed to issue to SI Securities, LLC, for nominal consideration, a warrant to purchase up to a total of five percent (5%) of the shares of Series A Preferred Stock. Theshares of Series A Preferred Stock issuable upon exercise of this warrant will have identical rights, preferences, and privileges to those being offered by this Offering Circular. Thiswarrant shall (i) be exercisable at one hundred percent (100%) of the per share public offering price; (ii) be exercisable until the date that is five (5) years from the qualification date ofthis offering; (iii) contain automatic cashless exercise provisions upon a liquidity event or expiration; (iv) contain customary weighted average antidilution price protection provisionsand immediate cashless exercise provisions and shall not be callable by the Company; (v) contain customary reclassification, exchange, combinations or substitution provisions(including with respect to convertible indebtedness); and (vi) contain other customary terms and provisions. The exercise price and number of shares issuable upon exercise of thewarrant may be adjusted in certain circumstances including in the event of a share dividend, or the company's recapitalization, reorganization, merger or consolidation.

This warrant has been deemed compensation by FINRA and is therefore subject to a 180day lockup pursuant to FINRA Rule 5110(g)(1). In accordance with FINRA Rule 5110(g)(1),neither this warrant nor any securities issuable upon exercise of this warrant may be sold, transferred, assigned, pledged or hypothecated, or be the subject of any hedging, short sale,derivative, put, or call transaction that would result in the qualification economic disposition of such securities by any person for a period of 180 days immediately following thequalification date or commencement of sales of this offering, except to any placement agent and selected dealer participating in the offering and their bona fide officers or partners andexcept as otherwise provided for in FINRA Rule 5110(g)(2). In addition, this warrant grants its holders “piggyback” registration rights for periods of seven years from the qualificationdate of this offering.

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Other Terms

The company is obligated to reimburse SI Securities, LLC for up to a maximum amount of $25,000 in actual accountable outofpocket expenses.

Except as set forth above, the company is not under any contractual obligation to engage SI Securities, LLC to provide any services to the company after this offering, and has no presentintent to do so. However, SI Securities, LLC may, among other things, introduce the company to potential target businesses or assist the company in raising additional capital, as needsmay arise in the future. If SI Securities, LLC provides services to the company after this offering, the company may pay SI Securities, LLC fair and reasonable fees that would bedetermined at that time in an arm’s length negotiation.

SI Securities, LLC intends to use an online platform provided by SeedInvest Technology, LLC, an affiliate of SI Securities, LLC, at the domain name www.seedinvest.com (the “OnlinePlatform”) to provide technology tools to allow for the sales of securities in this offering.

Selling Security holders

No securities are being sold for the account of security holders; all net proceeds of this offering will go to the company.

Investors’ Tender of Funds

After the Offering Statement has been qualified by the Commission, the company will accept tenders of funds to purchase the Series A Preferred Stock. The company may close oninvestments on a “rolling” basis (so not all investors will receive their shares on the same date). Upon closing, funds tendered by investors will be made available to the company for itsuse.

In the event that it takes some time for the company to raise funds in this offering, the company will rely on income from sales and cash on hand of $2.6 million as of September 30,2015.

Investors will be required to subscribe to the Offering via the Online Platform and agree to the terms of the Offering and subscription agreement, which includes the adoption of theInvestors’ Rights Agreement, First Refusal Agreement, and Voting Agreement (copies of which have been filed as an Exhibit to the Offering Statement of which this Offering Circular ispart). The subscription agreement includes a representation by the investor to the effect that, if you are not an “accredited investor” as defined under securities law, you are investing anamount that does not exceed the greater of 10% of your annual income or 10% of your net worth (excluding your principal residence).

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INTERIM FINANCIAL STATEMENTS FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2015

Interim financial statements consisting of the consolidated balance sheets of Virtuix Holdings, Inc. and Subsidiaries for the six months ended September 30, 2015, and the consolidatedstatements of operations, changes in stockholders' equity, and cash flows of Virtuix Holdings, Inc. and Subsidiaries for such period have been included in this Offering Circular.

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VIRTUIX HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

ASSETS September 30, March 31, 2015 2015

CURRENT ASSETS Cash and cash equivalents, including restricted cash of $27,752 at September 30, 2015 and March 31, 2015, respectively $ 2,601,601 $ 3,876,657 Inventory 68,671 Prepaids and other current assets 182,686 47,498 TOTAL CURRENT ASSETS 2,852,958 3,924,155 NONCURRENT ASSETS Property and equipment 275,605 124,962 Less: accumulated depreciation (23,600) (24,671) Net property and equipment 252,005 100,291 Intangibles 95,417 77,696 Less: accumulated amortization (21,621) (11,302) Net intangibles 73,796 66,394 Deferred tax asset (net of valuation allowance of $2,204,267 and $1,473,807 at September 30, 2015 and March 31, 2015,respectively) Deferred loan costs 12,000 12,000 Less: accumulated amortization (4,329) (2,331) Net deferred loan costs 7,671 9,669 TOTAL NONCURRENT ASSETS 333,472 176,354 TOTAL ASSETS $ 3,186,430 $ 4,100,509

See Accompanying Notes

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VIRTUIX HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS

LIABILITIES AND STOCKHOLDERS' EQUITY September 30, March 31, 2015 2015

CURRENT LIABILITIES Accounts payable $ 114,633 $ 28,501 Accrued expenses 167,300 76,274 Deferred revenue current portion 2,066,123 1,866,722 Due to related party 60,000 Current portion of notes payable 387,030 365,328 Less: discount on notes payable (17,102) (17,599) Current portion of notes payable, net of discount 369,928 347,729 TOTAL CURRENT LIABILITIES 2,717,984 2,379,226 LONGTERM LIABILITIES Notes payable, net of current portion 437,945 634,672 Less: discount on notes payable (19,645) (24,932) Notes payable, net of discount 418,300 609,740 TOTAL LONGTERM LIABILITIES 418,300 609,740 TOTAL LIABILITIES 3,136,284 2,988,966 STOCKHOLDERS' EQUITY (DEFICIT) Preferred stock, $.001 par value, 8,300,000 shares authorized, 7,351,709 and 6,604,283 shares issued and outstanding at September 30, 2015 and March 31, 2015, respectively 7,351 6,604 Additional paidin capital preferred stock 6,858,619 5,962,456 Common stock, $.001 par value, 16,000,000 shares authorized, 5,500,000 shares issued and outstanding at September 30, 2015 and March 31, 2015 5,500 5,500 Additional paidin capital common stock 460,754 272,579 Accumulated Deficit (7,282,078) (5,135,596) TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 50,146 1,111,543 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT $ 3,186,430 $ 4,100,509


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VIRTUIX HOLDINGS, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE SIX MONTHS ENDED SEPTEMBER 30, 2015 AND 2014

2015 2014 NET SALES $ $ COST OF GOODS SOLD GROSS PROFIT OPERATING EXPENSES Selling expenses 136,336 122,371 General and administrative expenses 1,784,016 1,038,104 Research and development expenses 124,624 459,177 TOTAL OPERATING EXPENSES 2,044,976 1,619,652 OTHER INCOME (EXPENSE) Loss on disposal of assets (32,717) Interest income 8,710 963 Interest expense (77,499) (22,842) TOTAL OTHER INCOME (EXPENSE) (101,506) (21,879) NET LOSS $ (2,146,482) $ (1,641,531) Add: Net loss attributable to noncontrolling interests, net of tax 306 368 NET LOSS ATTRIBUTABLE TO VIRTUIX HOLDINGS, INC. $ (2,146,176) $ (1,641,163) Weighted average common shares outstanding: Basic and Diluted 5,500,000 5,500,000 Net loss per share: Basic and Diluted (0.39) (0.30)


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VIRTUIX HOLDINGS, INC. AND SUBSIDIARIES STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY


Common Stock Preferred Stock Deficit Additional Additional Accumulated Attributable to Shares Amount PaidIn Capital Shares Amount PaidIn Capital Deficit Noncontrolling Interest Total

Balance atMarch 31,2015 5,500,000 $ 5,500 $ 272,579 6,604,283 $ 6,604 $ 5,962,456 $ (5,127,902) $ (7,694) $ 1,111,543 Convertiblepromissorynotesconverted topreferredstock 747,426 747 896,163 896,910 Stockbasedcompensation 188,175 188,175 Net loss (2,146,176) (306) (2,146,482) Balance atSeptember30, 2015 5,500,000 $ 5,500 $ 460,754 7,351,709 $ 7,351 $ 6,858,619 $ (7,274,078) $ (8,000) $ 50,146

Common Stock Preferred Stock Deficit Additional Additional Accumulated Attributable to Shares Amount PaidIn Capital Shares Amount PaidIn Capital Deficit Noncontrolling Interest Total Balance atMarch 31,2014 5,500,000 $ 5,500 $ 183,132 $ $ $ (1,603,580) $ (6,842) $ (1,421,790) Issuance ofpreferredstock 3,031,250 3,031 2,341,231 2,344,262 Convertiblepromissorynoteconverted topreferredstock 500,000 500 399,500 400,000 Relatedparty notesconverted topreferredstock 218,750 219 174,781 175,000 Preferredstockwarrants 52,798 52,798 Stockbasedcompensation 57,038 57,038 Net loss (1,641,163) (368) (1,641,531) Balance atSeptember30, 2014 5,500,000 $ 5,500 $ 240,170 3,750,000 $ 3,750 $ 2,968,310 $ (3,244,743) $ (7,210) $ (34,223)


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VIRTUIX HOLDINGS, INC. AND SUBSIDIARIES STATEMENTS OF CASH FLOWS


2015 2014 CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (2,146,482) $ (1,637,357)Adjustments to reconcile net loss to net cash provided by operating activities: Depreciation and amortization expense 23,384 13,518 Amortization of discount on notes payable 7,706 2,594 Stockbased compensation 188,175 57,038 Loss on disposal of assets 32,717 (Increase) decrease in assets: Prepaid expenses and other current assets (135,188) (32,142) Inventory (68,671) Increase (decrease) in liabilities: Accounts payable 86,132 36,711 Accrued expenses 108,235 2,000 Deferred revenue 199,401 274,574 Due from related party (60,000) CASH USED IN OPERATING ACTIVITIES (1,764,591) (1,283,064) CASH FLOWS FROM INVESTING ACTIVITIES Cash paid for purchases of fixed assets, including intangibles (213,219) (66,741) CASH USED IN INVESTING ACTIVITIES (213,219) (66,741) CASH FLOWS FROM FINANCING ACTIVITIES Issuance of preferred stock 2,344,262 Proceeds from convertible promissory notes 879,701 Proceeds from longterm notes payable 1,000,000 Payments on longterm notes payable (176,947) Loan costs (12,000) CASH PROVIDED BY FINANCING ACTIVITIES 702,754 3,332,262 NET (DECREASE) INCREASE IN CASH (1,275,056) 1,982,457 CASH AT BEGINNING OF PERIOD $ 3,876,657 388,627 CASH AT END OF PERIOD $ 2,601,601 $ 2,371,084 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Interest $ 54,505 $ 20,248 SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES: Convertible promissory notes converted to preferred stock $ 879,701 $ 400,000 Conversion of related party note to convertible note $ 60,000 $ Accrued interest on convertible promissory notes converted to preferred stock $ 17,209 $ Related party notes converted to preferred stock $ $ 175,000


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Virtuix Holdings, Inc. and Subsidiaries Notes to ConsolidatedInterim Financial Statements

Note 1. Nature of Operations

Virtuix Holdings Inc. (“Virtuix Holdings” or the “Company”) was formed in December 20, 2013 as a Delaware Corporation. The Company has a whollyowned subsidiary, Virtuix, Inc.,a Delaware corporation formed on April 15, 2013. Virtuix, Inc. develops virtual reality hardware and software, and its main product is the Omni, the first virtual reality interface to movefreely and naturally in video games and virtual worlds. Virtuix Interactive I, LLC (“VII”), a Texas Limited Liability Company, was formed on January 6, 2014, and on that date, theCompany became the majority member, with 85% of the controlling financial interest. VII was formed to create interactive virtual reality content for use with the Omni.

As of September 30, 2015, the Company has not commenced planned principal operations nor generated significant earned revenue. The Company’s activities since inception haveconsisted of research and development of its main product, capital raising, and sales efforts to presell its main product. Once the Company commences its planned principal operationsof producing and selling the Omni and other products it may develop, it will incur significant additional expenses in conjunction with producing and selling products commercially. TheCompany is dependent upon additional capital resources for the commencement of its planned principal operations and is subject to significant risks and uncertainties; including failingto secure additional funding to operationalize the Company’s planned operations or failing to profitably produce and sell its products.

Note 2. Summary of Significant Accounting Policies

Principles of Consolidation The accompanying consolidated interim financial statements include the accounts of Virtuix Holdings, Inc. as well as its subsidiaries required to be consolidated under accountingprinciples generally accepted in the United States of America (“GAAP”). Significant intercompany accounts and transactions have been eliminated upon consolidation.

Basis of PresentationThe consolidated interim financial statements are presented using the accrual basis of accounting. Therefore, revenues are recognized when earned and expenses are recognized whenincurred. In the opinion of management all adjustments necessary to make the consolidated interim financial statements not misleading have been included.

The Company has elected to adopt early application of Accounting Standards Update (“ASU”) No. 201410, Development Stage Entities (“Topic 915”): Elimination of Certain FinancialReporting Requirements. The Company does not present or disclose inceptiontodate information and other remaining disclosure requirements of Topic 915.

Certain prior year amounts have been reclassified to conform to current year presentation.

The Company has adopted a fiscal year ending March 31st of each year.

Management's EstimatesPreparing the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assetsand liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during thereporting period. Actual results could differ from those estimates.

Revenue Recognition The Company recognizes revenue when the earnings process is complete. This generally occurs when products are shipped to the customer in accordance with the sales agreement orpurchase order, ownership and risk of loss pass to the customer, collectability is reasonably assured, and pricing is fixed or determinable. The Company’s shipping terms are generallyF.O.B. shipping point, where title is transferred and revenue is recognized when the products are shipped to customers.

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Note 2. Summary of Significant Accounting Policies (continued)

Noncontrolling InterestsIn accordance with the guidance under Topic 810, Noncontrolling Interests, in consolidated financial statements, references to net income and stockholders’ equity attributable to theCompany do not include noncontrolling interests, which are reported separately.

Cash and Cash EquivalentsThe Company considers deposits that can be redeemed on demand and investments that have original maturities of less than three months, when purchased, to be cash equivalents. As ofSeptember 30, 2015 and March 31, 2015, the Company’s cash and cash equivalents were deposited primarily in three and two, financial institutions, respectively, which at times, exceedthe federally insured limits. The Company has $27,752 of its cash balances restricted as of September 30, 2015 and March 31, 2015.

Inventory ValuationInventory is stated at the lower of cost or net realizable value (market). Cost is computed using standard cost, which approximates actual cost. As of September 30, 2015, manufacturingoperations have not commenced. Appropriate consideration will be given to obsolescence, excessive levels, deterioration, and other factors in evaluating net realizable value.

Property and EquipmentProperty and equipment are recorded at cost, less accumulated depreciation. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance,and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accountsand any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using thestraight line method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate.

The estimated useful lives for significant property and equipment categories are as follows:

Computer Equipment 5 yearsFurniture and Fixtures 7 yearsMachinery and Equipment 5 yearsTrade Show Equipment 5 – 7 years

Fair Value Measurements The Company’s financial instruments consist primarily of cash, accounts payable, accrued expenses and notes payable. The carrying amounts of such financial instruments approximatetheir respective estimated fair value due to the shortterm maturities and approximate market interest rates of these instruments. The estimated fair value is not necessarily indicative ofthe amounts the Company would realize in a current market exchange or from future earnings or cash flows. The Company adopted Topic 82010, Fair Value Measurements andDisclosures, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistentdefinition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants atthe measurement date.

The standard also prioritizes, within the measurement of fair value, the use of marketbased information over entity specific information and establishes a threelevel hierarchy for fairvalue measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.

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The threelevel hierarchy for fair value measurements is defined as follows:

• Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets

• Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability otherthan quoted prices, either directly or indirectly including inputs in markets that are not considered to be active

• Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement

Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Intangibles The Company’s intangible assets represent software, trademarks, and a website, which are amortized on a straightline basis over the years expected to be benefited. The costs ofdeveloping any intangibles for internal use are expensed as incurred.

Software Development Costs The Company accounts for software development costs in accordance with several accounting pronouncements, including Topic 730, Research and Development, Topic 35040,InternalUse Software, Topic 98520, Costs of Computer Software to be Sold, Leased, or Marketed and Topic 35050, Website Development Costs.

Costs incurred during the period of planning and design, prior to the period determining technological feasibility, for all software developed for use internal and external, has beencharged to operations in the period incurred as research and development costs. Additionally, costs incurred after determination of readiness for market have been expensed as researchand development.

The Company capitalizes certain costs in the development of its proprietary software (computer software to be sold, leased or licensed) for the period after technological feasibility wasdetermined and prior to marketing and initial sales. Website development costs have been capitalized, under the same criteria as marketed software.

Deferred RevenueDeferred revenue represents revenues collected but not earned as of September 30, 2015 and March 31, 2015. This is primarily composed of revenue for preorders of the Omni that havenot been completed by the end of the financial reporting period.

Net Loss Per ShareNet loss per share is computed by dividing net loss by the weightedaverage number of shares of common stock outstanding during the period, excluding shares subject to redemption orforfeiture. The Company presents basic and diluted earnings per share. Basic and diluted earnings per share reflect the actual weighted average of common shares issued and outstandingduring the period. No dilutive effects were considered since the Company is in a net loss position as of September 30, 2015 and 2014. As a result, diluted loss per share is the same asbasic loss per share for the periods presented.

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Federal Income TaxesTopic 74010, Accounting for Uncertainty in Income Taxes, clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required to meetbefore being recognized in the financial statements. Topic 74010 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interimperiods, disclosure, and transition. For the six months ended September 30, 2015 and 2014, no uncertain tax positions were identified. The Company recognizes tax related interest andpenalties, if any, as a component of income tax expense.

The federal tax returns are subject to examination by the Internal Revenue Service, generally for three years after they are filed. State tax returns are subject to examination generally forfive years after they are filed.

The Company’s less than whollyowned subsidiary, VII is not subject to federal income taxes, and such taxes are the responsibility of the respective members.

Recent Accounting Pronouncements In June 2014, the Financial Accounting Standards Board (“FASB”) issued ASU 201410, Development Stage Entities, which eliminated the requirements for development stage entitiesto (1) present inceptiontodate information in the statements of income, cash flows, and members’ equity, (2) label the financial statements as those of a development stage entity, (3)disclose a description of the development stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity thatin prior years it had been in the development stage. This ASU is effective for annual reporting periods beginning after December 15, 2014, and interim periods beginning after December15, 2015. Early application is permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. Upon adoption, entities willno longer present or disclose any information required by Topic 915. The Company has elected to early adopt this ASU and therefore, does not present or disclose inceptiontodateinformation and other remaining disclosure requirements.

In August 2014, the FASB issued ASU 201415, Presentation of Financial Statements Going Concern (Subtopic 20540) – Disclosure of Uncertainties about an Entity’s Ability toContinue as a Going Concern. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s ability tocontinue as a going concern or to provide related footnote disclosures. The amendments in this update provide such guidance. In doing so, the amendments are intended to reducediversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating andexpanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require anevaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures whensubstantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6)require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this update are effective for public andnonpublic entities for annual periods ending after December 15, 2016.

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Early adoption is permitted. The Company has elected to early adopt this pronouncement, as described in Note 12.

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. Asnew accounting pronouncements are issued, the Company will adopt those that are applicable under the circumstances.

Foreign Currency Translation Assets and liabilities of the nonU.S. subsidiary that operates in a local currency environment, where that local currency is the functional currency, are translated to U.S. dollars atexchange rates in effect at the balance sheet date, with the resulting translation adjustments directly recorded to a separate component of Accumulated Other Comprehensive Income.Income and expense accounts are translated at average exchange rates during the year. Remeasurement adjustments are recorded in other income or loss, net of taxes. The effect offoreign currency exchange rates on balance sheet accounts was not material for the six months ended September 30, 2015.

Note 3. Property and Equipment

Property and equipment consist of the following as of:

September 30, March 31, 2015 2015

Computer Equipment $ 41,277 $ 27,444 Furniture and Equipment 14,421 13,060 Machinery and Equipment 52,078 83,410 Office Equipment 1,048 1,048 Assets in Progress 166,781 275,605 124,962 Less Accumulated Depreciation (23,600) (24,671) $ 252,005 $ 100,291

For the six months ended September 30, 2015 and 2014, management has recorded depreciation expense in the consolidated statements of operations of $11,067 and $9,735,respectively.

Note 4. Intangibles

Intangible assets consist of the following as of:


Software and game design $ 25,704 $ 25,704 Trademarks 24,526 14,055 Website 45,187 37,937 95,417 77,696 Less Accumulated Amortization (21,621) (11,302) $ 73,796 $ 66,394

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Note 4. Intangibles (continued)

For the six months ended September 30, 2015 and 2014, management has recorded amortization expense in the consolidated statements of operations of $10,319 and $3,783,respectively.

Note 5. Notes Payable

On April 1, 2014, the Company carried three convertible promissory notes amounting to $400,000. Interest was to be accrued at 8% until the notes matured on September 30, 2014. Atany time before maturity of the notes, the entire outstanding principal plus accrued and unpaid interest could be converted to shares of the Company’s capital stock when the Companyissued and sold shares of its capital stock and the aggregate proceeds were equal to or exceeded $750,000.

Also on April 1, 2014, the Company carried two promissory notes in the amount of $100,000 and $75,000 with a related party, payable in semiannual installments at 1% interest. Thenotes were to mature on December 27, 2014 and January 28, 2015, respectively.

As described in Note 6, all the aforementioned notes were converted to shares of Series Seed Preferred Stock on April 22, 2014.

Effective September 4, 2014, the Company entered into an agreement to obtain financing with Western Technology Investment (“WTI”). The initial commitment of $1,000,000 wasreceived on September 5, 2014. Terms of the note are interestonly payments in six monthly installments at .979% of the amount borrowed, and thirty months of principal and interestpayments beginning April 1, 2015 in the amount of $38,255, due in September 2017. The note bears a fixed rate of interest of 11.75% and is secured by all assets of the Company.

In the terms of the agreement, the Company granted a warrant to WTI, to acquire shares in the most recent or next round of preferred stock, at WTI’s option, at the lower of $0.80 pershare or the lowest price per share at which the Company has sold any shares of its Series Seed Preferred Stock (as of any determination date and subject to any adjustments for splits,dividends, or distributions since the date of such sale). The aggregate exercise price will be $125,000. The warrant will be exercisable until its expiration date of December 31, 2024.Upon a change of control or initial public offering of the Company’s capital stock, the warrant shall automatically be exchanged, for no consideration from WTI, for the maximumnumber of shares of the Company’s stock for which the warrant would have otherwise been exercisable.

According to guidance of Topic 47020, Debt, the warrant is recorded in equity as additional paid in capital – preferred stock, at fair value as of the date of issuance, and in liabilities, asa contra account, called discount on note payable. The fair value at the issuance date was determined to be $52,798 using the BlackScholes model with the following assumptions. Noadjustment to the fair value was made to account for the downround protection clause in the agreement as management determined this adjustment would be difficult to estimate andimmaterial to these consolidated financial statements.

Exercise Price $0.80Dividend Yield 0.00%Volatility 32.40%Riskfree Rate 0.80%Years to Expiration 10

The discount is amortized over the life of the note using the effective interest method. The carrying value of the note at September 30, 2015 was $788,228 ($824,975 principal, lessdiscount of $36,747), and $5,785 of discount amortization is included in interest expense.

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Note 5. Notes Payable (continued)

Future maturities of longterm debt are as follows as of September 30:

Principal 2016 $ 387,030 2017 437,945 $ 824,975

The Company issued subordinated unsecured convertible promissory notes amounting to $879,701 between May 2015 and July 2015. Interest was to be accrued at 6% until the notesmatured on September 30, 2015. If, on or before the maturity date, the Company issued or sold shares of any preferred stock of the Company for cash in a single transaction or series ofrelated transactions in which the gross proceeds to the Company was at least $1,500,000, the entire outstanding principal plus accrued and unpaid interest of the notes would beautomatically be converted into either (i) the same class or series of preferred stock as are issued, at the same price per share at which such stock is issued and sold by the Company or(ii) shares of preferred stock of the Company at a price per share of $1.20. If, on or before the maturity date, the Company consummated a deemed liquidation, the entire outstandingprincipal plus accrued and unpaid interest of the notes would be converted into shares of preferred stock at a price per share equal to $1.20. If the above did not occur, then on thematurity date, the entire outstanding principal plus accrued and unpaid interest of the notes would be converted into shares of preferred stock at a purchase price equal to $1.20 per share.All of the notes, plus $17,209 of accrued unpaid interest, were converted into shares of preferred stock on September 30, 2015.

Note 6. Capital Stock

Prior to April 7, 2014, the Company’s capital stock consisted of 10,000,000 authorized shares of 0.001 par common stock, of which 5,500,000 shares were issued and outstanding.Effective April 7, 2014, the Company amended its certificate of incorporation to include two classes of stock. The number of shares of common stock authorized increased from10,000,000 shares to 12,500,000 shares and the Company also authorized 3,750,000 shares of $.001 par value Series Seed Preferred Stock (the “Preferred Stock”).

All of the April 1, 2014 convertible promissory notes mentioned in Note 5 were converted to shares of Preferred Stock by dividing the principal by $.80, resulting in an issuance of500,000 shares of Preferred Stock on April 22, 2014. Accrued interest in the amount of $4,713 was paid directly to investors. The two April 1, 2014 promissory notes mentioned in Note5 were exchanged for convertible promissory notes then converted into 218,750 shares of the Preferred Stock on April 30, 2014. This is a related party transaction. The remaining3,031,250 shares of the Preferred Stock were issued at $.80 per share to investors between April 17, 2014 and May 19, 2014. Each holder of the Preferred Stock will have the right toconvert the shares at any time, at the option of the holder, into shares of the common stock of the Company at a rate determined by dividing the number of shares held by the price paidper share.

Effective August 7, 2014, the number of shares of common stock authorized increased from 12,500,000 shares to 12,750,000 shares, and the Company also increased its authorizedPreferred Stock from 3,750,000 shares to 4,000,000 shares.

Effective December 4, 2014, the number of shares of common stock authorized increased from 12,750,000 shares to 15,000,000 shares, and the Company also increased its authorizedPreferred Stock from 4,000,000 shares to 7,000,000 shares. The Company issued 2,854,283 shares of Preferred Stock at $1.05 per share between November 24, 2014 and February 24,2015. Each holder of the Preferred Stock will have the right to convert the shares at any time, at the option of the holder, into shares of the common stock of the Company at a 1:1conversion rate.

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Note 6. Capital Stock (continued)

Effective May 6, 2015, the number of shares of common stock authorized increased from 15,000,000 shares to 16,000,000 shares, and the Company also increased its authorizedPreferred Stock from 7,000,000 shares to 8,300,000 shares.

At September 30, 2015, the Company has reserved 10,300,000 shares of its authorized but unissued common stock for possible future issuance in connection with the following:

SharesLong Term Incentive Plan 2,000,000Conversion of preferred stock 8,050,000Exercise of stock warrants 250,000

Note 7. Stock Options

The Company accounts for stockbased compensation under the provisions of Topic 718, Compensation – Stock Compensation, which requires the measurement and recognition ofcompensation expense for all sharebased payment awards made to employees and non employee officers based on estimated fair values as of the date of grant. Compensation expenseis recognized on a straightline basis over the requisite service period.

On June 25, 2014, the board of directors of the Company approved a stockbased employee compensation plan, the Long Term Incentive Plan. As of September 30, 2015, IncentiveStock Options (“ISOs”) have been granted to certain employees of Virtuix, Inc. as follows:

Exercise Grant Date Shares Price

June 25, 2014 375,625 $ 0.11 July 17, 2014 22,500 $ 0.11

September 17, 2014 95,625 $ 0.11 July 7, 2015 301,916 $ 0.32 July 31, 2015 14,258 $ 0.32

August 31, 2015 14,258 $ 0.32 September 9, 2015 19,258 $ 0.32

As of September 30, 2015, 336,250 of these shares were forfeited as a result of employee terminations, and 7,969 shares were vested.

The Company accounts for sharebased payments to nonemployees, with guidance provided by Topic 50550, EquityBased Payments to NonEmployees. On June 25, 2014, the boardof directors of the Company granted two nonqualified stock options (“NQSOs”) for a total of 1,181,250 shares, with an exercise price of $0.11 per share, to certain independentcontractors of Virtuix, Inc. None of the options have vested and therefore, are not exercisable. Effective October 21, 2014, the board of directors granted two NQSOs for a total of 57,030shares, with an exercise price of $0.11 per share, to certain advisors of Virtuix, Inc. As of September 30, 2015, 616,764 of these shares were vested.

Compensation expense pertaining to ISOs of $1,239 and compensation expense of $186,936 pertaining to NQSOs was recorded as of September 30, 2015 in general and administrativeexpenses in the consolidated statements of operations.

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Note 8. Research and Development

Expenses relating to research and development are expensed as incurred. For the six months ended September 30, 2015 and 2014, research and development consisted of the following:

2015 2014 Design expenses $ 41,622 $ 265,431 Game and software development expenses 24,237 Hardware development expenses 1,607 Prototypes 56,976 12,303 Other research and development expenses 1,789 179,836 $ 124,624 $ 459,177

Note 9. Royalty Commitments

The Company has certain royalty commitments associated with the shipment of its products for the use of licensed software and modifications together with the Company’s hardwareand other software. Royalty expense is generally based on a dollar amount per unit shipped and can range from $1 per unit to $8 per unit. As of September 30, 2015 and 2014, no royaltyexpense has been recognized in the consolidated statements of operations.

Note 10. Income Taxes

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily todepreciable assets using accelerated depreciation methods for income tax purposes, share based compensation expense, and for net operating loss carryforwards.


Deferred tax assets: Sharebased compensation expense $ 63,558 $ 24,206 Net operating loss carryforward 2,151,027 1,463,515 Longterm deferred tax liabilities: Property and equipment (10,318) (13,914)Net deferred tax assets and liabilities 2,204,267 1,473,807 Valuation allowance (2,204,267) (1,473,807) Net deferred tax asset $ $

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considersall available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, taxplanning strategies, and results ofrecent operations. The Company assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to net operatinglosses for the periods ended September 30, 2015 and March 31, 2015 and cumulative losses through September 30, 2015. Therefore, valuation allowances of $2,204,267 and $1,473,807were recorded for the periods ended September 30, 2015 and March 31, 2015, respectively. Accordingly, no provision for income taxes has been recognized for the six months endedSeptember 30, 2015.

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Note 10. Income Taxes (continued)

The Company's ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At September 30, 2015, the Company had netoperating loss carryforwards available to offset future taxable income in the amount of $6,326,550, which may be carried forward and will expire if not used between 2034 and 2036 invarying amounts. Such amounts have been fully reserved in the valuation allowance discussed above.

Topic 718 provides that income tax effects of sharebased payments are recognized in the financial statements for those awards that will normally result in tax deductions under existingtax law. Under current U.S. federal tax law, the Company receives a compensation expense deduction related to NQSOs only when those options are exercised. Accordingly, theconsolidated financial statement recognition of compensation cost for NQSOs creates a deductible temporary difference, which results in a deferred tax asset and a correspondingdeferred tax benefit in the consolidated statement of operations. The Company does not recognize a tax benefit for compensation expense related to ISOs unless the underlying shares aredisposed of in a disqualifying disposition. Accordingly, compensation expense related to ISOs is treated as a permanent difference for income tax purposes.

Note 11. Related Party Transactions

Virtuix, Inc. paid certain expenses on behalf of Virtuix Holdings. An intercompany receivable and payable is recorded in the amount of $10,963 on each respective company’s books,and the amount eliminates in the financial statement consolidation.

Virtuix, Inc. paid certain expenses on behalf of VII, and an intercompany receivable and payable is recorded in the amount of $17,298. The amount eliminates in the financial statementconsolidation.

As mentioned in Note 14, the Company acquired common stock of a foreign subsidiary, Virtuix Manufacturing, Limited (“VML”) in June 2015. The amount due to the foreignsubsidiary is $1,290, which is recorded as an intercompany receivable and payable on each respective company’s books, and the amount eliminates in the financial statementconsolidation.

Virtuix, Inc. paid certain expenses on behalf of VML in the amount of $89,741, and Virtuix Holdings paid certain expenses on behalf of VML in the amount of $133,149. Intercompanyreceivables and payables are recorded and the amounts eliminate in the financial statement consolidation.

Note 12. Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in thenormal course of business. As discussed in Note 2, the Company has elected to early adopt ASU 2014 15 and followed this guidance in assessing the going concern assumption.

The Company is a business that has not commenced planned principal operations, has not generated meaningful revenues or profits since inception, has sustained net losses of$2,146,482 and $1,641,531 for the periods ended September 30, 2015 and 2014, respectively, and has not brought its primary product to market as of September 30, 2015 or 2014. Thesefactors, among others, raise substantial doubt about the ability of the Company to continue as a going concern within one year after the date that the consolidated financial statements areissued.

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Note 12. Going Concern (continued)

In making this assessment, management weighed the significance of the factors, conditions, and events considered. Management primarily based the conclusion on the inceptiontodatecumulative losses, lack of operating history, lack of meaningful revenues, and the fact that the product has not completed development and readiness for market. These factors weredetermined to be the primary drivers of the Company’s ability to sustain its operating costs in the near term. Management also performed an analysis of interim information subsequentto year end and projections of future operating results, which were given less weight due to the subjective nature of projections.

Management’s plans relevant to the going concern assessment included the following considerations:

1. The Company will continue to market its primary product and expects to continue to realize substantial cash flows from presales until the product is throughproduction and ready for market. The Company believes that preselling products is generally very difficult to achieve because the Company must convince a buyer notjust that they will like the product at the price point, but also to believe that the Company will ultimately produce what it intends. The Company has created significantconsumer interest and brand recognition through its successful Kickstarter campaign and appearance on Shark Tank. The Company believes that its brand recognitionwill be further enhanced by the Company’s planned exhibition at the January 2016 Consumer Electronics Show and expected first delivery of the Company’s productby December 2015.

2. The Company plans to complete production preparations and bring the product to market during the year ending March 31, 2016. The Company anticipates significantrevenues from the primary product once it is brought to market. As of September 30, 2015, the Company has working prototypes of the product. The Companyanticipates that after the modest production schedule necessary to finetune the production process, the Company will be able to increase production to meet thedemand it has experienced through presales and the increased demand the Company expects once the product is brought to market. The Company anticipates thatmass production of the product will commence during Fiscal Year 2016.

3. The Company will continue to raise capital from existing shareholders and 3rd parties as necessary to fund its operating needs. The Company has established a trackrecord with regard to its ability to raise funds as needed. The existing investors have demonstrated wherewithal and willingness to fund the Company to ensure that theproduct is brought to market, including participating in subsequent funding rounds as available. The participation of wellknown and successful investors as existingshareholders of the Company has created interest in the Company among other investors from Silicon Valley and elsewhere.

Management concluded that its plans successfully alleviate the substantial doubt to the ability of the Company to continue as a going concern within one year after the date that theconsolidated financial statements are issued. No assurance can be given that the Company will be successful in these efforts. The consolidated financial statements do not include anyadjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company beunable to continue as a going concern.

Note 13. Commitments and Contingencies

On November 20, 2013, the Company entered into a 24month noncancelable operating lease agreement for office space. A $12,728 deposit was paid on the lease and monthly rentpayments ranged from $2,734 to $2,795 over the life of the lease. The lease commenced on January 1, 2014, but was terminated in August 2015 before its expiration date of December31, 2015.

On June 2, 2014, the Company entered into a 12month renewal on a noncancelable operating lease agreement for office space. The lease renewal commenced on September 1, 2014and expired on August 31, 2015. Monthly rent payments under this agreement were $3,400.

On June 25, 2015, the Company entered into a 39month noncancelable operating lease agreement for office space. The lease commenced on July 1, 2015 and expires on September 30,2018, with an option to renew the lease for an additional three year period. A $48,000 deposit was paid on the lease and monthly rent payments range from $6,750 to $7,200 over the lifeof the lease.

Future minimum lease payments under this lease agreement at September 30:

2016 $ 81,000 2017 83,700 2018 86,400 Total lease payments 251,100

Rent expense was $74,085 and $39,451 for the six months ended September 30, 2015 and 2014, respectively.

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Note 14. Foreign Subsidiary

As mentioned in note 11, on June 24, 2015, the Company acquired 10,000 shares of common stock of VML, a whollyowned subsidiary. VML is a Hong Kong corporation that wasformed to conduct manufacturing operations and transact business with Chinese suppliers.

Note 15. Subsequent Events

On October 27, 2015, 14,258 shares of ISOs were granted to an employee of Virtuix, Inc. at an exercise price of $0.32. Management has evaluated subsequent events through October30, 2015, the date the financial statements were available to be issued. Based on this evaluation, no additional material events were identified which require adjustment or disclosure inthe consolidated financial statements.

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SUPPLEMENTARY INFORMATION

50

VIRTUIX HOLDINGS, INC. AND SUBSIDIARIES SCHEDULE I CONSOLIDATING INTERIM BALANCE SHEET September 30, 2015

Virtuix Virtuix Virtuix Holdings, Interactive I, Manufacturing Consolidated Inc. Virtuix, Inc. LLC Limited Eliminations Balance ASSETS CURRENT ASSETS Cash and cash equivalents $ 2,254,129 $ 335,562 $ $ 11,910 $ $ 2,601,601 Due from related parties 133,149 118,002 1,290 (252,441) Inventory 68,671 68,671 Prepaids and other current assets 162,156 20,530 182,686 TOTAL CURRENT ASSETS 2,387,278 684,391 33,730 (252,441) 2,852,958 NONCURRENT ASSETS Property, plant and equipment, net 61,754 190,251 252,005 Intangibles, net 59,813 13,983 73,796 Deferred loan costs, net 7,671 7,671 TOTAL NONCURRENT ASSETS 7,671 121,567 13,983 190,251 333,472 INVESTMENT IN SUBSIDIARIES 5,123,330 (5,123,330) TOTAL ASSETS $ 7,518,279 $ 805,958 $ 13,983 $ 223,981 $ (5,375,771) $ 3,186,430 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ $ 114,633 $ $ $ $ 114,633 Accrued expenses 167,300 167,300 Deferred revenue 2,066,123 2,066,123 Due to related party 12,253 17,298 222,890 (252,441) Current portion of notes payable 387,030 387,030 Less: discount on notes payable (17,102) (17,102) Current portion of notes payable, net of discount 369,928 369,928 TOTAL CURRENT LIABILITIES 382,181 2,348,056 17,298 222,890 (252,441) 2,717,984 LONGTERM LIABILITIES Notes payable, net of current portion 437,945 437,945 Less: discount on notes payable (19,645) (19,645) Notes payable, net of discount 418,300 418,300 TOTAL LONGTERM LIABILITIES 418,300 418,300 TOTAL LIABILITIES 800,481 2,348,056 17,298 222,890 (252,441) 3,136,284 STOCKHOLDERS' EQUITY (DEFICIT) Preferred stock 7,351 7,351

Additional paid in capitalpreferred stock 6,858,619 6,858,619 Common stock 5,500 2,000 1,290 (3,290) 5,500 Additional paid in capitalcommon stock 5,530,782 50,012 (5,120,040) 460,754 Accumulated deficit (153,672) (7,074,880) (53,327) (199) (7,282,078)TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 6,717,798 (1,542,098) (3,315) 1,091 (5,123,330) 50,146 TOTAL LIABILITIES AND STOCKHOLDERS'EQUITY $ 7,518,279 $ 805,958 $ 13,983 $ 223,981 $ (5,375,771) $ 3,186,430

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VIRTUIX HOLDINGS, INC. AND SUBSIDIARIES SCHEDULE II CONSOLIDATING INTERIM STATEMENT OF OPERATIONS For The Six Months Ended September 30, 2015

Virtuix Virtuix Virtuix Interactive I, Manufacturing Consolidated Holdings, Inc. Virtuix, Inc. LLC Limited Eliminations Balance REVENUES $ $ $ $ $ $ COST OF REVENUES GROSS PROFIT OPERATING EXPENSES Selling expense 136,336 136,336 General and administrative expense 2,481 1,779,298 2,038 199 1,784,016 Research and development expense 124,624 124,624 TOTAL OPERATING EXPENSES 2,481 2,040,258 2,038 199 2,044,976 LOSS FROM OPERATIONS (2,481) (2,040,258) (2,038) (199) (2,044,976) OTHER INCOME (EXPENSE) Loss on disposal of assets (32,717) (32,717) Interest income 8,710 8,710 Interest expense (77,499) (77,499) TOTAL OTHER INCOME (EXPENSE) (68,789) (32,717) (101,506) NET LOSS (71,270) (2,072,975) (2,038) (199) (2,146,482) Add: Net loss attributable to noncontrolling interests, net of tax 306 306 NET LOSS ATTRIBUTABLE TO VIRTUIX HOLDINGS,INC. $ (71,270) $ (2,072,975) $ (1,732) $ (199) $ $ (2,146,176)

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VIRTUIX HOLDINGS, INC. AND SUBSIDIARIES SCHEDULE III CONSOLIDATING INTERIM BALANCE SHEET March 31, 2015

Virtuix Holdings, Interactive I, Consolidated Inc. Virtuix, Inc. LLC Eliminations Balance ASSETS CURRENT ASSETS Cash and cash equivalents $ 3,703,161 $ 173,496 $ $ $ 3,876,657 Due from related party 28,261 (28,261) Prepaids and other current assets 47,498 47,498 TOTAL CURRENT ASSETS 3,703,161 249,255 (28,261) 3,924,155 NONCURRENT ASSETS Property, plant and equipment, net 100,291 100,291 Intangibles, net 50,373 16,021 66,394 Deferred loan costs, net 9,669 9,669 TOTAL NONCURRENT ASSETS 9,669 150,664 16,021 176,354 INVESTMENT IN SUBSIDIARIES 3,207,758 (3,207,758) TOTAL ASSETS $ 6,920,588 $ 399,919 $ 16,021 $ (3,236,019) $ 4,100,509 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ $ 28,501 $ $ $ 28,501 Accrued expenses 76,274 76,274 Deferred revenue 1,866,722 1,866,722 Due to related party 70,963 17,298 (28,261) 60,000 Current portion of notes payable 365,328 365,328 Less: discount on notes payable (17,599) (17,599)Current portion of notes payable, net of discount 347,729 347,729 TOTAL CURRENT LIABILITIES 418,692 1,971,497 17,298 (28,261) 2,379,226 LONGTERM LIABILITIES Notes payable, net of current portion 634,672 634,672 Less: discount on notes payable (24,932) (24,932) Notes payable, net of discount 609,740 609,740 TOTAL LONGTERM LIABILITIES 609,740 609,740 TOTAL LIABILITIES 1,028,432 1,971,497 17,298 (28,261) 2,988,966 STOCKHOLDERS' EQUITY (DEFICIT) Preferred stock 6,604 6,604 Additional paid in capital preferred stock 5,962,456 5,962,456 Common stock 5,500 2,000 (2,000) 5,500 Additional paid in capital common stock 3,428,325 50,012 (3,205,758) 272,579 Accumulated deficit (82,404) (5,001,903) (51,289) (5,135,596)TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 5,892,156 (1,571,578) (1,277) (3,207,758) 1,111,543 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,920,588 $ 399,919 $ 16,021 $ (3,236,019) $ 4,100,509

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VIRTUIX HOLDINGS, INC. AND SUBSIDIARIES SCHEDULE IV CONSOLIDATING INTERIM STATEMENT OF OPERATIONS For Six Months Ended September 30, 2014

Virtuix Virtuix Interactive I, Consolidated Holdings, Inc. Virtuix, Inc. LLC Eliminations Balance REVENUES $ $ $ $ $ COST OF REVENUES GROSS PROFIT OPERATING EXPENSES Selling expense 122,371 122,371 General and administrative expense 502 1,035,650 1,952 1,038,104 Research and development expense 458,677 500 459,177 TOTAL OPERATING EXPENSES 502 1,616,698 2,452 1,619,652 LOSS FROM OPERATIONS (502) (1,616,698) (2,452) (1,619,652) OTHER INCOME (EXPENSE) Interest income 963 963 Interest expense (22,842) (22,842) TOTAL OTHER INCOME (EXPENSE) (21,879) (21,879) NET LOSS (22,381) (1,616,698) (2,452) (1,641,531) Add: Net loss attributable to noncontrolling interests, net of tax 368 368 NET LOSS ATTRIBUTABLE TO VIRTUIX HOLDINGS, INC. $ (22,381) $ (1,616,698) $ (2,084) $ $ (1,641,163)

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FINANCIAL STATEMENTS FOR THE FISCAL YEARS ENDING MARCH 31, 2015 AND MARCH 31, 2014

The consolidated balance sheets of Virtuix Holdings, Inc. and Subsidiaries for the fiscal year ended March 31, 2015 and for the period from April 15, 2013 (inception) to March 31,2014, and the consolidated statements of operations, changes in stockholders' equity, and cash flows of Virtuix Holdings, Inc. and Subsidiaries for each such period have been includedin this Offering Circular with the Independent Auditor's Report of Artesian CPA, LLC, independent certified public accountants, and upon the authority of said firm as experts inaccounting and auditing.

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Virtuix Holdings, Inc. and Subsidiaries

Consolidated Financial Statements and Independent Auditor’s Report March 31, 2015 and 2014

56

Virtuix Holdings, Inc. and Subsidiaries

TABLE OF CONTENTS

Page INDEPENDENT AUDITOR'S REPORT 58–59 CONSOLIDATED FINANCIAL STATEMENTS AS OF AND FOR THE PERIODS ENDED MARCH 31, 2015 AND 2014:

Consolidated Balance Sheets 60–61 Consolidated Statements of Operations 62 Consolidated Statements of Changes in Stockholders' Equity 63 Consolidated Statements of Cash Flows 64 Notes to the Consolidated Financial Statements 65–78 Supplementary Information: Consolidating Balance Sheet – March 31, 2015 79 Consolidating Statement of Operations – March 31, 2015 80 Consolidating Balance Sheet – March 31, 2014 81 Consolidating Statement of Operations – March 31, 2014 82

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To the Stockholders of:Virtuix Holdings, Inc. and Subsidiaries Austin, Texas

INDEPENDENT AUDITOR’S REPORT

Report on the Consolidated Financial Statements

We have audited the accompanying consolidated financial statements of Virtuix Holdings, Inc. (a corporation) and Subsidiaries, which comprise the consolidated balance sheets as ofMarch 31, 2015 and 2014, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the year ended March 31, 2015 and the period fromApril 15, 2013 (inception) to March 31, 2014, and the related notes to the consolidated financial statements.

Management’s Responsibility for the Consolidated Financial Statements

Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the UnitedStates of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements thatare free from material misstatement, whether due to fraud or error.

Auditor’s Responsibility

Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generallyaccepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statementsare free from material misstatements.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on theauditor’s judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those riskassessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the consolidated financial statements in order to design audit proceduresthat are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion.An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluatingthe overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our auditopinion.

Artesian CPA, LLC 303.823.3220

ArtesianCPA.com

58

Opinion

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Virtuix Holdings, Inc. and Subsidiaries, as of March31, 2015 and 2014, and the results of its operations and its cash flows for year ended March 31, 2015 and the period from April 15, 2013 (inception) to March 31, 2014, in accordancewith accounting principles generally accepted in the United States of America.

Other Matters

Our audit was conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The accompanying supplementary information, comprised of theconsolidating balance sheets as of March 31, 2015 and 2014 and the consolidating statements of operations for the year ended March 31, 2015 and the period from April 15, 2013(inception) to March 31, 2014, are presented for purposes of additional analysis and is not a required part of the consolidated financial statements. Such information is the responsibilityof management and was derived from and relates directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has beensubjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such informationdirectly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additionalprocedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated in all material respects in relation tothe consolidated financial statements as a whole.

/s/ Artesian CPA, LLC

Denver, Colorado September 15, 2015

Artesian CPA, LLC303.823.3220

ArtesianCPA.com

59

Virtuix Holdings, Inc. and SubsidiariesConsolidated Balance SheetsAs of March 31, 2015 and 2014

ASSETS 2015 2014

CURRENT ASSETS Cash and cash equivalents, including restricted cash of $27,752 at March 31, 2015 and 2014 $ 3,876,657 $ 388,627 Prepaids and other current assets 47,498 15,228 TOTAL CURRENT ASSETS 3,924,155 403,855 NONCURRENT ASSETS Property and equipment 124,962 61,021 Less: accumulated depreciation (24,671) (3,387) Net property and equipment 100,291 57,634 Intangibles 77,696 12,118 Less: accumulated amortization (11,302) (1,421) Net intangibles 66,394 10,697 Deferred tax asset (net of valuation allowance of $1,473,807 and $295,500, respectively) Deferred loan costs 12,000 Less: accumulated amortization (2,331) Net deferred loan costs 9,669 TOTAL NONCURRENT ASSETS 176,354 68,331 TOTAL ASSETS $ 4,100,509 $ 472,186

See Independent Auditor’s Report and accompanying notes, which are an integral part of these consolidated financial statements.60

Virtuix Holdings, Inc. and SubsidiariesConsolidated Balance SheetsAs of March 31, 2015 and 2014

LIABILITIES AND STOCKHOLDERS' EQUITY 2015 2014

CURRENT LIABILITIES Accounts payable $ 28,501 $ Accrued expenses 76,274 67,122 Deferred revenue current portion 1,866,722 Due to related party 60,000 175,000 Convertible promissory notes 400,000 Current portion of notes payable 365,328 Less: discount on notes payable (17,599) Current portion of notes payable, net of discount 347,729 TOTAL CURRENT LIABILITIES 2,379,226 642,122 LONGTERM LIABILITIES Deferred revenue longterm portion 1,251,854 Notes payable, net of current portion 634,672 Less: discount on notes payable (24,932) Notes payable, net of discount 609,740 TOTAL LONGTERM LIABILITIES 609,740 1,251,854 TOTAL LIABILITIES 2,988,966 1,893,976 STOCKHOLDERS' EQUITY (DEFICIT) Preferred stock, $.001 par value, 7,000,000 shares authorized, 6,604,283 and 0 shares issued and outstanding at March 31, 2015and 2014, respectively 6,604 Additional paidin capital preferred stock 5,962,456 Common stock, $.001 par value, 15,000,000 shares authorized, 5,500,000 shares issued and outstanding at March 31, 2015 and2014 5,500 5,500 Additional paidin capital common stock 272,579 183,132 Accumulated Deficit (5,135,596) (1,610,422) TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 1,111,543 (1,421,790) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 4,100,509 $ 472,186


Virtuix Holdings, Inc. and SubsidiariesConsolidated Statements of OperationsFor the year ended March 31, 2015 and the period from April 15, 2013 (inception)to March 31, 2014

Year Ended Period Ended March 31, 2015 March 31, 2014

NET SALES $ $ 80,026 COST OF GOODS SOLD 67,071 GROSS PROFIT 12,955 OPERATING EXPENSES Selling expenses 301,820 230,634 General and administrative expenses 2,221,986 936,613 Research and development expenses 926,023 452,326 TOTAL OPERATING EXPENSES 3,449,829 1,619,573 OTHER INCOME (EXPENSE) Interest income 6,791 Interest expense (79,464) (2,740) TOTAL OTHER INCOME (EXPENSE) (72,673) (2,740) LOSS BEFORE INCOME TAXES (3,522,502) (1,609,358) PROVISION FOR INCOME TAX State tax expense 2,672 1,064 TOTAL PROVISION FOR INCOME TAX 2,672 1,064 NET LOSS $ (3,525,174) $ (1,610,422) Add: Net loss attributable to noncontrolling interests, net of tax 852 6,842 NET LOSS ATTRIBUTABLE TO VIRTUIX HOLDINGS, INC. $ (3,524,322) $ (1,603,580) Weighted average common shares outstanding: Basic and Diluted 5,500,000 916,667 Net loss per share: Basic and Diluted $ (0.64) $ (1.75)


Virtuix Holdings, Inc. and SubsidiariesConsolidated Statements of Changes in Stockholders’ EquityFor the year ended March 31, 2015 and the period from April 15, 2013 (inception) to March 31, 2014

Common Stock Preferred Stock Deficit Additional Additional Attributable to PaidIn PaidIn Accumulated Noncontrolling Shares Amount Capital Shares Amount Capital Deficit Interest Total

Balance at April 15, 2013 (inception) $ $ $ $ $ $ $ Issuance of common stock 5,500,000 5,500 183,132 188,632 Net loss (1,603,580) (6,842) (1,610,422)Balance at March 31, 2014 5,500,000 5,500 183,132 (1,603,580) (6,842) (1,421,790) Issuance of preferred stock 5,885,533 5,885 5,335,377 5,341,262 Convertible promissory notes converted to preferred stock 500,000 500 399,500 400,000 Related party notes converted to preferred stock 218,750 219 174,781 175,000 Preferred stock warrants 52,798 52,798 Stockbased compensation 89,447 89,447 Net loss (3,524,322) (852) (3,525,174)Balance at March 31, 2015 5,500,000 $ 5,500 $ 272,579 6,604,283 $ 6,604 $ 5,962,456 $ (5,127,902) $ (7,694) $ 1,111,543


Virtuix Holdings, Inc. and SubsidiariesConsolidated Statements of Cash FlowsFor the year ended March 31, 2015 and the period from April 15, 2013 (inception) toMarch 31, 2014

Year Ended Period Ended March 31, 2015 March 31, 2014

CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (3,525,174) $ (1,610,422)Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization expense 33,496 4,808 Amortization of discount on notes payable 10,266 Stockbased compensation 89,447 (Increase) decrease in assets: Prepaid expenses and other current assets (32,270) (15,228) Increase (decrease) in liabilities: Accounts payable 28,501 Accrued expenses 9,153 67,122 Deferred revenue 614,868 1,251,854 CASH USED IN OPERATING ACTIVITIES (2,771,713) (301,866) CASH FLOWS FROM INVESTING ACTIVITIES Cash paid for purchases of fixed assets, including intangibles (129,519) (73,139) CASH USED IN INVESTING ACTIVITIES (129,519) (73,139) CASH FLOWS FROM FINANCING ACTIVITIES Issuance of common stock 188,632 Issuance of preferred stock 5,421,997 Offering costs (80,735) Proceeds from short term notes with related parties 60,000 175,000 Proceeds from convertible promissory notes 400,000 Proceeds from longterm notes payable 1,000,000 Loan costs (12,000) CASH PROVIDED BY FINANCING ACTIVITIES 6,389,262 763,632 NET INCREASE IN CASH 3,488,030 388,627 CASH AT BEGINNING OF PERIOD 388,627 CASH AT END OF PERIOD $ 3,876,657 $ 388,627 SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: Interest $ 69,198 $ State taxes $ 2,672 $ 1,064 SUPPLEMENTAL DISCLOSURE OF NONCASH FINANCING ACTIVITIES: Convertible promissory notes converted to preferred stock $ 400,000 $ Related party notes converted to preferred stock $ 175,000 $ Issuance of preferred stock warrants $ 52,798 $


Virtuix Holdings, Inc. and SubsidiariesNotes to the Consolidated Financial StatementsAs of March 31, 2015 and 2014 and for the year ended March 31, 2015 and period from April15, 2013 (inception) to March 31, 2014

Note 1. Nature of Operations

Virtuix Holdings Inc. (Virtuix Holdings or the Company) was formed in December 20, 2013 as a Delaware Corporation. The Company has a whollyowned subsidiary, Virtuix, Inc., aDelaware corporation formed on April 15, 2013 as a Texas Limited Liability Company and subsequently converted to a Delaware corporation on November 22, 2013. Virtuix, Inc.develops virtual reality hardware and software, and its main product is the Omni, the first virtual reality interface to move freely and naturally in video games and virtual worlds. VirtuixInteractive I, LLC (VII), a Texas Limited Liability Company, was formed on January 6, 2014, and on that date, the Company became the majority member, with 85% of the controllingfinancial interest. VII was formed to create interactive virtual reality content for use with the Omni.

As of March 31, 2015 and 2014, the Company has not commenced planned principal operations nor generated significant earned revenue. The Company’s activities since inception haveconsisted of research and development of its main product, capital raising, and sales efforts to presell its main product. Once the Company commences its planned principal operationsof producing and selling the Omni and other products it may develop, it will incur significant additional expenses in conjunction with producing and selling products commercially. TheCompany is dependent upon additional capital resources for the commencement of its planned principal operations and is subject to significant risks and uncertainties; including failingto secure additional funding to operationalize the Company’s planned operations or failing to profitably produce and sell its products.

Note 2. Summary of Significant Accounting Policies

Basis of Presentation

The accounting and reporting policies of the Company conform to accounting principles generally accepted in the United States of America (GAAP) and presentation requirementsunder Article 8 of Regulation SX of the rules and regulations of the Securities and Exchange Commission (SEC). The consolidated financial statements are presented using the accrualbasis of accounting. Therefore, revenues are recognized when earned and expenses are recognized when incurred.

The Company has elected to adopt early application of Accounting Standards Update No. 201410, Development Stage Entities (Topic 915): Elimination of Certain Financial ReportingRequirements; the Company does not present or disclose inceptiontodate information and other remaining disclosure requirements of Topic 915.

The Company has adopted a fiscal year ending March 31st of each year.

Management's Estimates

Preparing the Company’s consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect reported amounts of assetsand liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during thereporting period. Actual results could differ from those estimates.

See accompanying Independent Auditor’s Report 65


Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Virtuix Holdings, Inc. as well as its subsidiaries required to be consolidated under accounting principlesgenerally accepted in the United States of America (GAAP). Significant intercompany accounts and transactions have been eliminated upon consolidation.

Revenue Recognition

The Company recognizes revenue when the earnings process is complete. This generally occurs when products are shipped to the customer in accordance with the sales agreement orpurchase order, ownership and risk of loss pass to the customer, collectability is reasonably assured, and pricing is fixed or determinable. The Company’s shipping terms are generallyF.O.B. shipping point, where title is transferred and revenue is recognized when the products are shipped to customers.

Noncontrolling Interests

In accordance with the guidance under FASB ASC 810, Noncontrolling Interests, in consolidated financial statements, references to net income and stockholders’ equity attributable tothe Company do not include noncontrolling interests, which are reported separately.

Cash and Cash Equivalents

The Company considers deposits that can be redeemed on demand and investments that have original maturities of less than three months, when purchased, to be cash equivalents. As ofMarch 31, 2015 and 2014, the Company’s cash and cash equivalents were deposited primarily in two and three financial institutions, respectively, which at times, exceed the federallyinsured limits. The Company has $27,752 of its cash balances restricted as of March 31, 2015 and 2014.

Property and Equipment

Property and equipment are recorded at cost, less accumulated depreciation. Expenditures for major additions and improvements are capitalized and minor replacements, maintenance,and repairs are charged to expense as incurred. When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accountsand any resulting gain or loss is included in the results of operations for the respective period. Depreciation is provided over the estimated useful lives of the related assets using thestraightline method for financial statement purposes. The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate.

The estimated useful lives for significant property and equipment categories are as follows:

Computer Equipment 5 yearsFurniture and Fixtures 7 yearsMachinery and Equipment 5 yearsTrade Show Equipment 5 – 7 years



Fair Value Measurements

The Company’s financial instruments consist primarily of cash, accounts payable, accrued expenses and notes payable. The carrying amounts of such financial instruments approximatetheir respective estimated fair value due to the shortterm maturities and approximate market interest rates of these instruments. The estimated fair value is not necessarily indicative ofthe amounts the Company would realize in a current market exchange or from future earnings or cash flows. The Company adopted FASB ASC 82010, Fair Value Measurements andDisclosures, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The standard provides a consistentdefinition of fair value which focuses on an exit price that would be received upon sale of an asset or paid to transfer a liability in an orderly transaction between market participants atthe measurement date.

The standard also prioritizes, within the measurement of fair value, the use of marketbased information over entity specific information and establishes a threelevel hierarchy for fairvalue measurements based on the nature of inputs used in the valuation of an asset or liability as of the measurement date.

The threelevel hierarchy for fair value measurements is defined as follows:

• Level 1 – inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets

• Level 2 – inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset orliability other than quoted prices, either directly or indirectly including inputs in markets that are not considered to be active

• Level 3 – inputs to the valuation methodology are unobservable and significant to the fair value measurement

Categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

Intangibles

The Company’s intangible assets represent software, trademarks, and a website, which are amortized on a straightline basis over the years expected to be benefited. The costs ofdeveloping any intangibles for internal use are expensed as incurred.

Software Development Costs

The Company accounts for software development costs in accordance with several accounting pronouncements, including FASB ASC 730, Research and Development, FASB ASC 35040, InternalUse Software, FASB 98520, Costs of Computer Software to be Sold, Leased, or Marketed and FASB ASC 35050, Website Development Costs.



Costs incurred during the period of planning and design, prior to the period determining technological feasibility, for all software developed for use internal and external, has beencharged to operations in the period incurred as research and development costs. Additionally, costs incurred after determination of readiness for market have been expensed as researchand development.

The Company capitalizes certain costs in the development of its proprietary software (computer software to be sold, leased or licensed) for the period after technological feasibility wasdetermined and prior to marketing and initial sales. Website development costs have been capitalized, under the same criteria as marketed software.

Deferred Revenue

Deferred revenue represents revenues collected but not earned as of March 31, 2015 and 2014. This is primarily composed of revenue for preorders of the Omni that have not beencompleted by the end of the financial reporting period.

Net Loss Per Share

Net loss per share is computed by dividing net loss by the weightedaverage number of shares of common stock outstanding during the period, excluding shares subject to redemption orforfeiture. The Company presents basic and diluted earnings per share. Basic and diluted earnings per share reflect the actual weighted average of common shares issued and outstandingduring the period. No dilutive effects were considered since the Company is in a net loss position as of March 31, 2015 and 2014. As a result, diluted loss per share is the same as basicloss per share for the periods presented.

Offering Costs

The Company complies with the requirements of FASB ASC 34010S991 with regards to offering costs. Prior to the completion of an offering, offering costs are capitalized. Thedeferred offering costs are charged to stockholders’ equity upon the completion of an offering or to expense if the offering is not completed. The Company anticipates significantoffering costs in connection with the Proposed Offering discussed in Note 14.

Federal Income Taxes

FASB ASC 74010, Accounting for Uncertainty in Income Taxes, clarifies the accounting for income taxes by prescribing the minimum recognition threshold a tax position is required tomeet before being recognized in the financial statements. ASC 74010 also provides guidance on derecognition, measurement, classification, interest and penalties, accounting in interimperiods, disclosure, and transition. For the periods ended March 31, 2015 and 2014, no uncertain tax positions were identified. The Company recognizes tax related interest and penalties,if any, as a component of income tax expense.

The federal tax returns are subject to examination by the Internal Revenue Service, generally for three years after they are filed. State tax returns are subject to examination generally forfive years after they are filed.



The Company’s less than whollyowned subsidiary, VII is not subject to federal income taxes, and such taxes are the responsibility of the respective members.

Recent Accounting Pronouncements

In June 2014, the FASB issued Accounting Standards Update (ASU) 201410 which eliminated the requirements for development stage entities to (1) present inceptiontodateinformation in the statements of income, cash flows, and members’ equity, (2) label the financial statements as those of a development stage entity, (3) disclose a description of thedevelopment stage activities in which the entity is engaged, and (4) disclose in the first year in which the entity is no longer a development stage entity that in prior years it had been inthe development stage. This ASU is effective for annual reporting periods beginning after December 15, 2014, and interim periods beginning after December 15, 2015. Early applicationis permitted for any annual reporting period or interim period for which the entity’s financial statements have not yet been issued. Upon adoption, entities will no longer present ordisclose any information required by Topic 915. The Company has early adopted the new standard effective as of the inception date.

In August 2014, the FASB issued ASU 201415 on “Presentation of Financial Statements Going Concern (Subtopic 20540) – Disclosure of Uncertainties about an Entity’s Ability toContinue as a Going Concern”. Currently, there is no guidance in U.S. GAAP about management’s responsibility to evaluate whether there is substantial doubt about an entity’s abilityto continue as a going concern or to provide related footnote disclosures. The amendments in this update provide such guidance. In doing so, the amendments are intended to reducediversity in the timing and content of footnote disclosures. The amendments require management to assess an entity’s ability to continue as a going concern by incorporating andexpanding upon certain principles that are currently in U.S. auditing standards. Specifically, the amendments (1) provide a definition of the term substantial doubt, (2) require anevaluation every reporting period including interim periods, (3) provide principles for considering the mitigating effect of management’s plans, (4) require certain disclosures whensubstantial doubt is alleviated as a result of consideration of management’s plans, (5) require an express statement and other disclosures when substantial doubt is not alleviated, and (6)require an assessment for a period of one year after the date that the financial statements are issued (or available to be issued). The amendments in this update are effective for public andnonpublic entities for annual periods ending after December 15, 2016. Early adoption is permitted. The Company has elected to early adopt this pronouncement, as described in Note 12.

Management does not believe that any recently issued, but not yet effective, accounting standards could have a material effect on the accompanying consolidated financial statements. Asnew accounting pronouncements are issued, we will adopt those that are applicable under the circumstances.



Note 3. Property and Equipment

Property and equipment consist of the following as of March 31:

2015 2014

Computer Equipment $ 27,444 $ 9,495 Furniture and Equipment 13,060 13,060 Machinery and Equipment 83,410 37,418 Office Equipment 1,048 1,048 124,962 61,021 Less Accumulated Depreciation (24,671) (3,387) $ 100,291 $ 57,634

Depreciation expense was $21,284 and $3,387 for the periods ended March 31, 2015 and 2014, respectively.

Note 4. Intangibles

Intangible assets consist of the following as of March 31:

2015 2014

Software and game design $ 25,704 $ 5,704 Trademarks 14,055 3,055 Website 37,937 3,359 77,696 12,118 Less Accumulated Amortization (11,302) (1,421) $ 66,394 $ 10,697

Amortization expense was $9,881 and $1,421 for the periods ended March 31, 2015 and 2014, respectively.

Note 5. Notes Payable

On April 1, 2014, the Company carried three convertible promissory notes amounting to $400,000. Interest was to be accrued at 8.00% until the notes matured on September 30, 2014.At any time before maturity of the notes, the entire outstanding principal plus accrued and unpaid interest could be converted to shares of the Company’s capital stock when theCompany issued and sold shares of its capital stock and the aggregate proceeds were equal to or exceeded $750,000.



Also on April 1, 2014, the Company carried two promissory notes in the amount of $100,000 and $75,000 with a related party, payable in semiannual installments at 1.00% interest.The notes were to mature on December 27, 2014 and January 28, 2015, respectively.

As described in Note 6, all the aforementioned notes were converted to shares of Series Seed Preferred Stock on April 22, 2014.

Effective September 4, 2014, the Company entered into an agreement to obtain financing with Western Technology Investment (WTI). The initial commitment of $1,000,000 wasreceived on September 5, 2014. Terms of the note are interestonly payments in six monthly installments at .979% of the amount borrowed, and thirty months of principal and interestpayments beginning April 1, 2015 in the amount of $38,255, due in September 2017. The note bears a fixed rate of interest of 11.75% and is secured by all assets of the Company.

In the terms of the agreement, the Company granted a warrant to WTI, to acquire shares in the most recent or next round of preferred stock, at WTI’s option, at the lower of $0.80 pershare or the lowest price per share at which the Company has sold any shares of its Series Seed Preferred Stock (as of any determination date and subject to any adjustments for splits,dividends, or distributions since the date of such sale). The aggregate exercise price will be $125,000. The warrant will be exercisable until its expiration date of December 31, 2024.Upon a change of control or initial public offering of the Company’s capital stock, the warrant shall automatically be exchanged, for no consideration from WTI, for the maximumnumber of shares of the Company’s stock for which the warrant would have otherwise been exercisable.

According to guidance of FASB ASC 47020, Debt, the warrant is recorded in equity as additional paid in capital – preferred stock, at fair value as of the date of issuance, and inliabilities, as a contra account, called discount on note payable. The fair value at the issuance date was determined to be $52,798 using the BlackScholes model with the followingassumptions. No adjustment to the fair value was made to account for the downround protection clause in the agreement as management determined this adjustment would be difficultto estimate and immaterial to these consolidated financial statements.

Exercise Price $ 0.80 Dividend Yield 0.00% Volatility 32.40% Riskfree Rate 0.80% Years to Expiration 10

The discount is amortized over the life of the note using the effective interest method. The carrying value of the note at March 31, 2015 was $957,469 ($1,000,000 principal, lessdiscount of $42,531), and $10,266 of discount amortization was included in interest expense.



Future maturities of longterm debt are as follows as of March 31:

2016 $ 365,328 2017 410,635 Thereafter 224,037 $ 1,000,000

Note 6. Capital Stock

Prior to April 7, 2014, the Company’s capital stock consisted of 10,000,000 authorized shares of $0.001 par common stock, of which 5,500,000 shares were issued and outstanding.Effective April 7, 2014, the Company amended its certificate of incorporation to include two classes of stock. The number of shares of common stock authorized increased from10,000,000 shares to 12,500,000 shares and the Company also authorized 3,750,000 shares of $.001 par value Series Seed Preferred Stock (the "Preferred Stock").

All convertible promissory notes mentioned in Note 5 were converted to shares of Preferred Stock by dividing the principal by $0.80, resulting in an issuance of 500,000 shares ofPreferred Stock on April 22, 2014. Accrued interest in the amount of $4,713 was paid directly to investors. The two promissory notes mentioned in Note 5 were exchanged forconvertible promissory notes then converted into 218,750 shares of the Preferred Stock on April 30, 2014. This is a related party transaction. The remaining 3,031,250 shares of thePreferred Stock were issued at $0.80 per share to investors between April 17, 2014 and May 19, 2014. Each holder of the Preferred Stock will have the right to convert the shares at anytime, at the option of the holder, into shares of the common stock of the Company at a rate determined by dividing the number of shares held by the price paid per share.

Effective August 7, 2014, the number of shares of common stock authorized increased from 12,500,000 shares to 12,750,000 shares, and the Company also increased its authorizedPreferred Stock from 3,750,000 shares to 4,000,000 shares.

Effective December 4, 2014, the number of shares of common stock authorized increased from 12,750,000 shares to 15,000,000 shares, and the Company also increased its authorizedPreferred Stock from 4,000,000 shares to 7,000,000 shares. The Company issued 2,854,283 shares of Preferred Stock at $1.05 per share between November 24, 2014 and February 24,2015.

Each holder of the Preferred Stock will have the right to convert the shares at any time, at the option of the holder, into shares of the common stock of the Company at a 1:1 conversionrate.

At March 31, 2015, the Company has reserved 9,000,000 shares of its authorized but unissued common stock for possible future issuance in connection with the following:



Shares Long Term Incentive Plan 2,000,000Conversion of preferred stock 6,750,000Exercise of stock warrants 250,000

Note 7. Stock Options

The Company accounts for stockbased compensation under the provisions of FASB ASC 718, Compensation – Stock Compensation, which requires the measurement and recognition ofcompensation expense for all sharebased payment awards made to employees and nonemployee officers based on estimated fair values as of the date of grant. Compensation expense isrecognized on a straightline basis over the requisite service period.

On June 25, 2014, the board of directors of the Company approved a stockbased employee compensation plan, the Long Term Incentive Plan. Incentive Stock Options (ISOs) weregranted to certain employees of Virtuix, Inc. as follows:

Exercise Grant Date Shares Price June 25, 2014 375,625 $0.11 July 17, 2014 22,500 $0.11 September 17, 2014 95,625 $0.11

As of March 31, 2015, 111,250 shares were forfeited as a result of employee terminations, and 56,250 shares were vested.

The Company accounts for sharebased payments to nonemployees, with guidance provided by FASB ASC 50550, EquityBased Payments to NonEmployees. On June 25, 2014, theboard of directors of the Company granted two nonqualified stock options (NQSOs) for a total of 1,181,250 shares, with an exercise price of $0.11 per share, to certain independentcontractors of Virtuix, Inc. None of the options were vested and therefore, were not exercisable. Effective October 21, 2014, the board of directors granted two NQSOs for a total of57,030 shares, with an exercise price of $0.11 per share, to certain advisors of Virtuix, Inc. As of March 31, 2015, 11,881 of these shares were vested.

Compensation expense pertaining to ISOs of $18,252 and compensation expense of $71,195 pertaining to NQSOs was recorded as of March 31, 2015 in general and administrativeexpenses in the consolidated statement of operations.

Note 8. Research and Development

Expenses relating to research and development are expensed as incurred. For the periods ended March 31, 2015 and 2014, research and development consisted of the following:



2015 2014 Design expenses $ 247,971 $ 164,494 Game and software development expenses 261,216 103,412 Hardware development expenses 29,866 17,758 Prototypes 182,637 114,714 Other research and development expenses 204,333 51,948 $ 926,023 $ 452,326

Note 9. Royalty Commitments

The Company has certain royalty commitments associated with the shipment of its products for the use of licensed software and modifications together with the Company’s hardwareand other software. Royalty expense is generally based on a dollar amount per unit shipped and can range from $1 per unit to $8 per unit. As of March 31, 2015 and 2014, no royaltyexpense has been recognized in the consolidated statement of operations.

Note 10. Income Taxes

Deferred taxes are recognized for temporary differences between the basis of assets and liabilities for financial statement and income tax purposes. The differences relate primarily todepreciable assets using accelerated depreciation methods for income tax purposes, sharebased compensation expense, and for net operating loss carryforwards.

The Company recognizes deferred tax assets to the extent that it believes that these assets are more likely than not to be realized. In making such a determination, the Company considersall available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, taxplanning strategies, and results ofrecent operations. If it is determined that the Company would be able to realize its deferred tax assets in the future in excess of its net recorded amount, an adjustment to the deferred taxasset valuation allowance would be recorded, which would reduce the provision for income taxes. Deferred tax assets and liabilities as of March 31, 2015 and 2014 are as follows:

2015 2014 Deferred tax assets: Sharebased compensation expense $ 24,206 $ Net operating loss carryforward 1,463,515 298,485 Longterm deferred tax liabilities: Property and equipment (13,914) (2,985)Net deferred tax assets and liabilities 1,473,807 295,500 Valuation allowance (1,473,807) (295,500)Net deferred tax asset $ $



The Company assessed the need for a valuation allowance against its net deferred tax assets and determined a full valuation allowance is required due to net operating losses for theperiods ended March 31, 2015 and 2014 and cumulative losses from inception through March 31, 2015. Therefore, valuation allowances of $1,473,807 and $295,500 were recorded forthe periods ended March 31, 2015 and 2014, respectively. Accordingly, no provision for income taxes has been recognized for the periods ended March 31, 2015 and 2014.

The Company's ability to utilize net operating loss carryforwards will depend on its ability to generate adequate future taxable income. At March 31, 2015 and 2014, the Company hadnet operating loss carryforwards available to offset future taxable income in the amount of $4,304,455 and $849,145, respectively, which may be carried forward and will expire if notused between 2034 and 2035 in varying amounts. Such amounts have been fully reserved in the valuation allowance discussed above.

ASC 718 provides that income tax effects of sharebased payments are recognized in the financial statements for those awards that will normally result in tax deductions under existingtax law. Under current U.S. federal tax law, the Company receives a compensation expense deduction related to NQSOs only when those options are exercised. Accordingly, theconsolidated financial statement recognition of compensation cost for NQSOs creates a deductible temporary difference, which results in a deferred tax asset. The Company does notrecognize a tax benefit for compensation expense related to ISOs unless the underlying shares are disposed of in a disqualifying disposition. Accordingly, compensation expense relatedto ISOs is treated as a permanent difference for income tax purposes.

Note 11. Related Party Transactions

Virtuix, Inc. paid certain expenses on behalf of Virtuix Holdings. An intercompany receivable and payable is recorded in the amount of $10,963 on each respective company’s books atMarch 31, 2015, and the amount eliminates in the financial statement consolidation.

Virtuix, Inc. paid certain expenses on behalf of VII, and an intercompany receivable and payable is recorded in the amount of $17,298 and $20,000 on each respective company’s booksat March 31, 2015 and 2014, respectively. The amounts eliminate in the financial statement consolidation.

During the year ended March 31, 2015, the Company received cash advances from a related party totaling $60,000. As mentioned in Note 5, during the period ended March 31, 2014, theCompany entered into two promissory notes totaling $175,000 with a related party. Amounts due to the related party at March 31, 2015 and 2014, were $60,000 and $175,000,respectively.

Note 12. Going Concern

The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in thenormal course of business. As discussed in Note 2, the Company has elected to early adopt ASU 201415 and followed this guidance in assessing the going concern assumption.



The Company is a business that has not commenced planned principal operations, has not generated meaningful revenues or profits since inception, has sustained net losses of$3,524,322 and $1,603,580 for the periods ended March 31, 2015 and 2014, respectively, and has not brought its primary product to market as of March 31, 2015 or 2014. These factors,among others, raise substantial doubt about the ability of the Company to continue as a going concern within one year after the date that the consolidated financial statements are issued.

In making this assessment, management weighed the significance of the factors, conditions, and events considered. Management primarily based the conclusion on the inceptiontodatecumulative losses, lack of operating history, lack of meaningful revenues, and the fact that the product has not completed development and readiness for market. These factors weredetermined to be the primary drivers of the Company’s ability to sustain its operating costs in the near term. Management also performed an analysis of interim information subsequentto yearend and projections of future operating results, which were given less weight due to the subjective nature of projections.

Management’s plans relevant to the going concern assessment included the following considerations:

1. The Company will continue to market its primary product and expects to continue to realize substantial cash flows from presales until the product is throughproduction and ready for market.

2. The Company plans to complete production preparations and bring the product to market during the year ending March 31, 2016. The Company anticipates significantrevenues from the primary product once it is brought to market.

3. The Company will continue to raise capital from existing shareholders and 3rd parties as necessary to fund its operating needs. The Company has raised additional

capital subsequent to March 31, 2015 and intends to raise additional funds during the year ending March 31, 2016, as described in Note14.

Management concluded that its plans successfully alleviate the substantial doubt to the ability of the Company to continue as a going concern within one year after the date that theconsolidated financial statements are issued. No assurance can be given that the Company will be successful in these efforts.

The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification ofliabilities that might be necessary should the Company be unable to continue as a going concern.

Note 13. Commitments and Contingencies

On November 20, 2013, the Company entered into a 24month noncancelable operating lease agreement for office space. The lease commenced on January 1, 2014 and expires onDecember 31, 2015. A $12,728 deposit was paid on the lease and monthly rent payments range from $2,734 to $2,795 over the life of the lease.

On June 2, 2014, the Company entered into a 12month renewal on a noncancelable operating lease agreement for office space. The lease renewal commenced on September 1, 2014and expires on August 31, 2015. Monthly rent payments under this agreement are $3,400.



Rent expense was $88,363 and $37,475 for the periods ended March 31, 2015 and 2014, respectively. Future minimum lease payments for operating leases as of March 31, 2015 were$42,155, all due within one year.

Note 14. Subsequent Events

Effective May 6, 2015, the number of shares of common stock authorized increased from 15,000,000 shares to 16,000,000 shares, and the Company also increased its authorizedPreferred Stock from 7,000,000 shares to 8,300,000 shares.

On June 24, 2015, the Company acquired 10,000 shares of common stock of Virtuix Manufacturing Limited (VML), a whollyowned subsidiary. VML is a Hong Kong corporation thatwas formed to conduct manufacturing operations and transact business with Chinese suppliers.

On June 25, 2015, the Company entered into a 39month noncancelable operating lease agreement for office space. The lease commenced on July 1, 2015 and expires on September 30,2018, with an option to renew the lease for an additional three year period. A $48,000 deposit was paid on the lease and monthly rent payments range from $6,750 to $7,200 over the lifeof the lease. Future minimum lease payments under this lease agreement are as follows:

Year Ended March 31, 2016 $ 60,750 2017 82,350 2018 85,050 2019 43,200 Total Lease Payments $ 271,350

Between July 7, 2015, and September 9, 2015, 349,690 shares of ISOs were granted to certain employees of Virtuix, Inc. at an exercise price of $0.32.

The Company issued subordinated unsecured convertible promissory notes amounting to $879,701 between May 2015, and July 2015. Interest is to be accrued at 6% until the notesmature on September 30, 2015. If, on or before the maturity date, the Company issues or sells shares of any preferred stock of the Company for cash in a single transaction or series ofrelated transactions in which the gross proceeds to the Company equal at least $1,500,000, the entire outstanding principal plus accrued and unpaid interest of the notes willautomatically be converted into either (i) the same class or series of preferred stock as are issued, at the same price per share at which such stock is issued and sold by the Company or(ii) shares of preferred stock of the Company at a price per share of $1.20. If, on or before the maturity date, the Company consummates a deemed liquidation, the entire outstandingprincipal plus accrued and unpaid interest of the notes may be converted into shares of preferred stock at a price per share equal to $1.20. If the above have not occurred, then on thematurity date, the entire outstanding principal plus accrued and unpaid interest of the notes will be converted into shares of preferred stock at a purchase price equal to $1.20 per share.



The Company is in the process of pursuing an offering (“Proposed Offering”). The Proposed Offering calls for the Company to offer for sale under Regulation A $15,000,000 of itsSeries A Preferred Stock at a tobedetermined price between $2.00 and $4.00 per share. Sales of these securities are expected to commence during the fiscal year ending March 31,2016. The Company expects to incur costs of approximately $80,000 related to the Proposed Offering. There is presently no secondary market for Company’s stock and therefore theCompany cannot guarantee that its securities will ever be tradeable on an exchange or have any other liquidity. This offering is not yet finalized nor qualified by the Securities ExchangeCommission (SEC) and is subject to changes. These financial statements should not be relied upon as a basis for determining the terms of the Proposed Offering as this information maynot be current or accurate relative to the final terms of the Proposed Offering.

Management has evaluated subsequent events through September 15, 2015, the date the consolidated financial statements were available to be issued. Based on this evaluation, noadditional material events were identified which require adjustment or disclosure in these consolidated financial statements.


SUPPLEMENTARY INFORMATION

Virtuix Holdings, Inc. and SubsidiariesConsolidating Balance Sheet (Supplementary Information)As of March 31, 2015

Virtuix Virtuix Interactive I, Consolidated Holdings, Inc. Virtuix, Inc. LLC Eliminations Balance

ASSETS CURRENT ASSETS Cash and cash equivalents $ 3,703,161 $ 173,496 $ $ $ 3,876,657 Due from related parties 28,261 (28,261) Prepaids and other current assets 47,498 47,498 TOTAL CURRENT ASSETS 3,703,161 249,255 (28,261) 3,924,155 NONCURRENT ASSETS Property, plant and equipment, net 100,291 100,291 Intangibles, net 50,373 16,021 66,394 Deferred costs, net 9,669 9,669 TOTAL NONCURRENT ASSETS 9,669 150,664 16,021 176,354 INVESTMENT IN SUBSIDIARIES 3,207,758 (3,207,758) TOTAL ASSETS $ 6,920,588 $ 399,919 $ 16,021 $ (3,236,019) $ 4,100,509 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ $ 28,501 $ $ $ 28,501 Accrued expenses 76,274 76,274 Deferred revenue 1,866,722 1,866,722 Due to related party 70,963 17,298 (28,261) 60,000 Current portion of notes payable 365,328 365,328 Less: discount on notes payable (17,599) (17,599) Current portion of notes payable, net of discount 347,729 347,729 TOTAL CURRENT LIABILITIES 418,692 1,971,497 17,298 (28,261) 2,379,226 LONGTERM LIABILITIES Notes payable, net of current portion 634,672 634,672 Less: discount on notes payable (24,932) (24,932) Notes payable, net of discount 609,740 609,740 TOTAL LONGTERM LIABILITIES 609,740 609,740 TOTAL LIABILITIES 1,028,432 1,971,497 17,298 (28,261) 2,988,966 STOCKHOLDERS' EQUITY (DEFICIT) Preferred stock 6,604 6,604 Additional paid in capitalpreferred stock 5,962,456 5,962,456 Common stock 5,500 2,000 (2,000) 5,500 Additional paid in capitalcommon stock 3,428,325 50,012 (3,205,758) 272,579 Accumulated deficit (82,404) (5,001,903) (51,289) (5,135,596)TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 5,892,156 (1,571,578) (1,277) (3,207,758) 1,111,543 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 6,920,588 $ 399,919 $ 16,021 $ (3,236,019) $ 4,100,509

See accompanying Independent Auditor’s report 79

Virtuix Holdings, Inc. and SubsidiariesConsolidating Statement of Operations (Supplementary Information)For the year ended March 31, 2015


REVENUES $ $ $ $ $ COST OF GOODS SOLD GROSS PROFIT OPERATING EXPENSES Selling expense 301,820 301,820 General and administrative expense 3,286 2,213,521 5,179 2,221,986 Research and development expense 925,523 500 926,023 TOTAL OPERATING EXPENSES 3,286 3,440,864 5,679 3,449,829 LOSS FROM OPERATIONS (3,286) (3,440,864) (5,679) (3,449,829) OTHER INCOME (EXPENSE) Interest income 6,791 6,791 Interest expense (79,464) (79,464) TOTAL OTHER INCOME (EXPENSE) (72,673) (72,673) LOSS BEFORE INCOME TAXES (75,959) (3,440,864) (5,679) (3,522,502) PROVISION FOR INCOME TAX Federal tax benefit State tax expense 2,672 2,672 TOTAL PROVISION FOR INCOME TAX 2,672 2,672 NET LOSS (78,631) (3,440,864) (5,679) (3,525,174) Add: Net loss attributable to noncontrolling interests, net of tax 852 852 NET LOSS ATTRIBUTABLE TO VIRTUIX HOLDINGS, INC. $ (78,631) $ (3,440,864) $ (4,827) $ $ (3,524,322)


Virtuix Holdings, Inc. and SubsidiariesConsolidating Balance Sheet (Supplementary Information)As of March 31, 2014


ASSETS CURRENT ASSETS Cash and cash equivalents $ 174,468 $ 189,769 $ 24,390 $ $ 388,627 Due from related party 20,000 (20,000) Prepaids and other current assets 15,228 15,228 TOTAL ASSETS 174,468 224,997 24,390 (20,000) 403,855 NONCURRENT ASSETS Property, plant and equipment, net 57,634 57,634 Intangibles, net 10,697 10,697 TOTAL NONCURRENT ASSETS 68,331 68,331 INVESTMENT IN SUBSIDIARIES 405,000 (405,000) TOTAL ASSETS $ 579,468 $ 293,328 $ 24,390 $ (425,000) $ 472,186 LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accrued expenses $ 2,740 $ 64,382 $ $ $ 67,122 Due to related party 175,000 20,000 (20,000) 175,000 Convertible promissory notes 400,000 400,000 TOTAL CURRENT LIABILITIES 577,740 64,382 20,000 (20,000) 642,122 LONGTERM LIABILITIES Deferred Revenues 1,251,854 1,251,854 TOTAL LONGTERM LIABILITIES 1,251,854 1,251,854 TOTAL LIABILITIES 577,740 1,316,236 20,000 (20,000) 1,893,976 STOCKHOLDERS' EQUITY (DEFICIT) Common stock 5,500 2,000 (2,000) 5,500 Additional paid in capital 536,132 50,000 (403,000) 183,132 Accumulated deficit (3,772) (1,561,040) (45,610) (1,610,422)TOTAL STOCKHOLDERS' EQUITY (DEFICIT) 1,728 (1,022,908) 4,390 (405,000) (1,421,790) TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 579,468 $ 293,328 $ 24,390 $ (425,000) $ 472,186


Virtuix Holdings, Inc. and SubsidiariesConsolidating Statement of Operations (Supplementary Information)For the year ended March 31, 2014


REVENUES $ $ 80,026 $ $ $ 80,026 COST OF GOODS SOLD 67,071 67,071 GROSS PROFIT 12,955 12,955 OPERATING EXPENSES Selling expense 230,634 230,634 General and administrative expense 500 936,113 936,613 Research and development expense 406,716 45,610 452,326 TOTAL OPERATING EXPENSES 500 1,573,463 45,610 1,619,573 LOSS FROM OPERATIONS (500) (1,560,508) (45,610) (1,606,618) OTHER EXPENSE Interest expense (2,740) (2,740) TOTAL OTHER EXPENSE (2,740) (2,740) LOSS BEFORE INCOME TAXES (3,240) (1,560,508) (45,610) (1,609,358) PROVISION FOR INCOME TAX State tax expense 532 532 1,064 TOTAL PROVISION FOR INCOME TAX 532 532 1,064 NET LOSS (3,772) (1,561,040) (45,610) (1,610,422) Add: Net loss attributable to noncontrolling interests, net of tax 6,842 6,842 NET LOSS ATTRIBUTABLE TO VIRTUIX HOLDINGS, INC. $ (3,772) $ (1,561,040) $ (38,768) $ $ (1,603,580)


INDEX TO EXHIBITS

1. Issuer Agreement with SI Securities, LLC

2.1. Third Amended and Restated Certificate of Incorporation

2.2. Bylaws**

3.1. Amended and Restated Investors' Rights Agreement

3.2. Amended and Restated Right of First Refusal Agreement

3.3 Voting Agreement

4. Form of Subscription Agreement

11.1 Consent of Auditing Accountant, Artesian, CPA, LLC

12. Attorney opinion on legality of the offering

13. Testing the waters materials

15.1. Image Omni view 1**

15.2. Image Omni view 2**

15.3. Image Omni Action Shot 1**

15.4 Draft offering statement previously submitted pursuant to Rule 252(d) (incorporated by reference)**

15.5 Draft amended offering statement previously submitted pursuant to Rule 252(d) (incorporated by reference)**

15.6. Draft amended offering statement previously submitted pursuant to Rule 252(d) (incorporated by reference)**

15.7 Correspondence previously submitted pursuant to Rule 252(d)**

15.8 Correspondence previously submitted pursuant to Rule 252(d)**

** Previously filed.

83

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1A and has duly causedthis Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Austin, State of Texas, on March 10, 2016.

Virtuix Holdings Inc.

By /s/ Jan Goetgeluk Jan Goetgeluk, Chief Executive Officer of Virtuix Holdings Inc.

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Jan Goetgeluk Jan Goetgeluk, Chief Executive Officer and Sole Director Date: March 10, 2016

84

1

SUBSCRIPTION AGREEMENT

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.

THE SECURITIES OFFERED HEREBY HAVE NOT BEEN REGISTERED UNDER THE

SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY STATE

SECURITIES OR BLUE SKY LAWS AND ARE BEING OFFERED AND SOLD IN

RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE

ACT AND STATE SECURITIES OR BLUE SKY LAWS. ALTHOUGH AN OFFERING

STATEMENT HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE

COMMISSION (THE “SEC”), THAT OFFERING STATEMENT DOES NOT INCLUDE THE

SAME INFORMATION THAT WOULD BE INCLUDED IN A REGISTRATION

STATEMENT UNDER THE ACT. THE SECURITIES HAVE NOT BEEN APPROVED OR

DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER

REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES

PASSED UPON THE MERITS OF THIS OFFERING OR THE ADEQUACY OR ACCURACY

OF THE SUBSCRIPTION AGREEMENT OR ANY OTHER MATERIALS OR

INFORMATION MADE AVAILABLE TO INVESTOR IN CONNECTION WITH THIS

OFFERING, OVER THE WEB-BASED PLATFORM MAINTAINED BY SEEDINVEST

TECHNOLOGY, LLC (THE “PLATFORM”) OR THROUGH SI SECURITIES, LLC (THE

“BROKER”). ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.

THE SECURITIES CANNOT BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN

COMPLIANCE WITH THE SECURITIES ACT. IN ADDITION, THE SECURITIES CANNOT

BE SOLD OR OTHERWISE TRANSFERRED EXCEPT IN COMPLIANCE WITH

APPLICABLE STATE SECURITIES OR “BLUE SKY” LAWS.

INVESTORS WHO ARE NOT “ACCREDITED INVESTORS” (AS THAT TERM IS DEFINED

IN SECTION 501 OF REGULATION D PROMULGATED UNDER THE SECURITIES ACT)

ARE SUBJECT TO LIMITATIONS ON THE AMOUNT THEY MAY INVEST, AS SET OUT

IN SECTION 4(g). THE COMPANY IS RELYING ON THE REPRESENTATIONS AND

WARRANTIES SET FORTH BY EACH INVESTOR IN THIS SUBSCRIPTION AGREEMENT

AND THE OTHER INFORMATION PROVIDED BY INVESTOR IN CONNECTION WITH

THIS OFFERING TO DETERMINE THE APPLICABILITY TO THIS OFFERING OF

EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

2

PROSPECTIVE INVESTORS MAY NOT TREAT THE CONTENTS OF THE SUBSCRIPTION

AGREEMENT, THE OFFERING CIRCULAR OR ANY OF THE OTHER MATERIALS

AVAILIBLE ON THE PLATFORM OR PROVIDED BY THE COMPANY AND/OR BROKER

(COLLECTIVELY, THE “OFFERING MATERIALS”), OR ANY PRIOR OR SUBSEQUENT

COMMUNICATIONS FROM THE COMPANY OR ANY OF ITS OFFICERS, EMPLOYEES

OR AGENTS (INCLUDING “TESTING THE WATERS” MATERIALS) AS INVESTMENT,

LEGAL OR TAX ADVICE. IN MAKING AN INVESTMENT DECISION, INVESTORS MUST

RELY ON THEIR OWN EXAMINATION OF THE COMPANY AND THE TERMS OF THIS

OFFERING, INCLUDING THE MERITS AND THE RISKS INVOLVED.

EACH PROSPECTIVE INVESTOR SHOULD CONSULT THE INVESTOR’S OWN

COUNSEL, ACCOUNTANTS AND OTHER PROFESSIONAL ADVISORS AS TO

INVESTMENT, LEGAL, TAX AND OTHER RELATED MATTERS CONCERNING THE

INVESTOR’S PROPOSED INVESTMENT.

THE OFFERING MATERIALS MAY CONTAIN FORWARD-LOOKING STATEMENTS

AND INFORMATION RELATING TO, AMONG OTHER THINGS, THE COMPANY, ITS

BUSINESS PLAN AND STRATEGY, AND ITS INDUSTRY. THESE FORWARD-LOOKING

STATEMENTS ARE BASED ON THE BELIEFS OF, ASSUMPTIONS MADE BY, AND

INFORMATION CURRENTLY AVAILABLE TO THE COMPANY’S MANAGEMENT.

WHEN USED IN THE OFFERING MATERIALS, THE WORDS “ESTIMATE,” “PROJECT,”

“BELIEVE,” “ANTICIPATE,” “INTEND,” “EXPECT” AND SIMILAR EXPRESSIONS ARE

INTENDED TO IDENTIFY FORWARD-LOOKING STATEMENTS, WHICH CONSTITUTE

FORWARD LOOKING STATEMENTS. THESE STATEMENTS REFLECT

MANAGEMENT’S CURRENT VIEWS WITH RESPECT TO FUTURE EVENTS AND ARE

SUBJECT TO RISKS AND UNCERTAINTIES THAT COULD CAUSE THE COMPANY’S

ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE CONTAINED IN THE

FORWARD-LOOKING STATEMENTS. INVESTORS ARE CAUTIONED NOT TO PLACE

UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH SPEAK

ONLY AS OF THE DATE ON WHICH THEY ARE MADE. THE COMPANY DOES NOT

UNDERTAKE ANY OBLIGATION TO REVISE OR UPDATE THESE FORWARD-

LOOKING STATEMENTS TO REFLECT EVENTS OR CIRCUMSTANCES AFTER SUCH

DATE OR TO REFLECT THE OCCURRENCE OF UNANTICIPATED EVENTS.

THE COMPANY MAY NOT BE OFFERING THE SECURITIES IN EVERY STATE. THE

OFFERING MATERIALS DO NOT CONSTITUTE AN OFFER OR SOLICITATION IN ANY

STATE OR JURISDICTION IN WHICH THE SECURITIES ARE NOT BEING OFFERED.

THE INFORMATION PRESENTED IN THE OFFERING MATERIALS WAS PREPARED BY

THE COMPANY SOLELY FOR THE USE BY PROSPECTIVE INVESTORS IN

CONNECTION WITH THIS OFFERING. NO REPRESENTATIONS OR WARRANTIES ARE

MADE AS TO THE ACCURACY OR COMPLETENESS OF THE INFORMATION

CONTAINED IN ANY OFFERING MATERIALS, AND NOTHING CONTAINED IN THE

OFFERING MATERIALS IS OR SHOULD BE RELIED UPON AS A PROMISE OR

REPRESENTATION AS TO THE FUTURE PERFORMANCE OF THE COMPANY.

THE COMPANY RESERVES THE RIGHT IN ITS SOLE DISCRETION AND FOR ANY

REASON WHATSOEVER TO MODIFY, AMEND AND/OR WITHDRAW ALL OR A

PORTION OF THE OFFERING AND/OR ACCEPT OR REJECT IN WHOLE OR IN PART

3

ANY PROSPECTIVE INVESTMENT IN THE SECURITIES OR TO ALLOT TO ANY

PROSPECTIVE INVESTOR LESS THAN THE AMOUNT OF SECURITIES SUCH

INVESTOR DESIRES TO PURCHASE. EXCEPT AS OTHERWISE INDICATED, THE

OFFERING MATERIALS SPEAK AS OF THEIR DATE. NEITHER THE DELIVERY NOR

THE PURCHASE OF THE SECURITIES SHALL, UNDER ANY CIRCUMSTANCES,

CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS

OF THE COMPANY SINCE THAT DATE.

March 22, 2016

To: Virtuix Holdings Inc.

1826 Kramer Lane, Suite H

Austin, Texas 78758

Ladies and Gentlemen:

1. Subscription.

(a) The Investor hereby irrevocably subscribes for and agrees to purchase shares (the

“Shares”) of Series A Preferred Stock, par value $0.001 per share (the “Series A Preferred

Stock”), of Virtuix Holdings Inc., a Delaware corporation (the “Company”), at a purchase price of

$2.332 per share of Series A Preferred Stock (the “Per Security Price”), rounded down to the

nearest whole share based on Investor’s subscription amount, upon the terms and conditions set

forth herein. The purchase price of each Share is payable in the manner provided in Section 2(a)

below. The Shares being subscribed for under this Subscription Agreement and the Common

Stock issuable upon the conversion of such Shares are sometimes referred to herein as the

“Securities.”

(b) Investor understands that the Shares are being offered pursuant to the Offering

Circular dated March 22, 2016 and its exhibits (the “Offering Circular”) as filed with the

Securities and Exchange Commission (the “SEC”). By subscribing to the Offering, Investor

acknowledges that Investor has received and reviewed a copy of the Offering Circular Statement

and any other information required by Investor to make an investment decision with respect to the

Shares.

(c) This Subscription may be accepted or rejected in whole or in part, at any time prior

to the Termination Date (as hereinafter defined), by the Company at its sole discretion. In addition,

the Company, at its sole discretion, may allocate to Investor only a portion of the number of the

Shares that Investor has subscribed to purchase hereunder. The Company will notify Investor

whether this subscription is accepted (whether in whole or in part) or rejected. If Investor’s

subscription is rejected, Investor’s payment (or portion thereof if partially rejected) will be

returned to Investor without interest and all of Investor’s obligations hereunder shall terminate.

(d) The aggregate number of shares of Series A Preferred that may be sold by the

Company in this offering shall not exceed 6,432,247 shares (the “Maximum Offering”). The

Company may accept subscriptions until July 31, 2016, unless otherwise extended by the Company

4

in its sole discretion in accordance with applicable SEC regulations for such additional period as

may be required to sell the Maximum Units (the “Termination Date”). The Company may elect

at any time to close all or any portion of this offering on various dates at or prior to the Termination

Date (each a “Closing”).

(e) In the event of rejection of this subscription in its entirety, or in the event the sale

of the Shares (or any portion thereof) to Investor is not consummated for any reason, this

Subscription Agreement shall have no force or effect, except for Section 5 hereof, which shall

remain in force and effect.

(f) The terms of this Subscription Agreement shall be binding upon Investor and its

transferees, heirs, successors and assigns (collectively, “Transferees”); provided that for any such

transfer to be deemed effective, the Transferee shall have executed and delivered to the Company

in advance an instrument in form acceptable to the Company in its sole discretion, pursuant to

which the proposed Transferee shall be acknowledge, agree, and be bound by the representations

and warranties of Investor, terms of this Subscription Agreement, and the Company consents to

the transfer in its sole discretion.

2. Joinder to Investment Agreements. By subscribing to the Offering and executing this

Subscription Agreement, Investor (and, if Investor is purchasing the Shares subscribed for hereby

in a fiduciary capacity, the person or persons for whom Investor is so purchasing) hereby joins as

a party that is designated as an “Investor” under each of : (i) the Amended and Restated Investors’

Rights Agreement dated as of March 10, 2016 (the “Investor Rights Agreement”), (ii) the Amended

and Restated Right of First Refusal Agreement dated as of March 10, 2016, (the “First Refusal

Agreement”), and (iii) the Voting Agreement dated as of March 10, 2016 (the “Voting Agreement”)

in each case as entered into by and among Virtuix Holdings Inc., a Delaware corporation (the

“Company”), the investors in the Company’s Series Seed Preferred Stock, Series 2 Seed Preferred

Stock and Series A Preferred, and certain other stockholders of the Company. The Investor Rights

Agreement, First Refusal Agreement and Voting Agreement collectively are referred to herein as the

“Investment Agreements”. Any notice required or permitted to be given to Investor under any of the

Investment Agreements shall be given to Investor at the address provided with Investor’s subscription.

Investor confirms that Investor has reviewed the Investment Agreements and will be bound by the

terms thereof as a party who is designated as an “Investor” thereunder.

3. Purchase Procedure.

(a) Payment. The purchase price for the Shares shall be paid simultaneously with

Investors subscription. Investor shall deliver payment for the aggregate purchase price of the

Securities by ACH electronic transfer or by wire transfer to an account designated by the Company.

(b) Escrow Arrangements. Payment for the Securities by Investor shall be received

by The Bryn Mawr Trust Company of Delaware (the “Escrow Agent”) from Investor by transfer

of immediately available funds via wire or ACH prior to the applicable Closing in the amount of

Investor’s subscription using the instructions below. Upon such Closing, the Escrow Agent shall

release such funds to the Company. Investor shall receive notice and evidence of the digital entry

of the number of the Securities owned by Investor reflected in their investor account.

Bank Name Bryn Mawr Trust Company Address 801 Lancaster Ave, Bryn Mawr PA 19010

5

ABA No. 031908485

Account Number 069-6964

Account Name Trust Funds

FFC SeedInvest – Virtuix; ATT: R. Eaddy

TEL (302) 798-1792

Email [email protected]

4. Representations and Warranties of the Company. The Company represents and

warrants to Investor that the following representations and warranties are true and complete in all

material respects as of the date of each Closing:

(a) Organization and Standing. The Company is a corporation duly formed, validly

existing and in good standing under the laws of the State of Delaware. The Company has all

requisite power and authority to own and operate its properties and assets, to execute and deliver

this Subscription Agreement, the Securities and any other agreements or instruments required

hereunder. The Company is duly qualified and is authorized to do business and is in good standing

as a foreign corporation in all jurisdictions in which the nature of its activities and of its properties

(both owned and leased) makes such qualification necessary, except for those jurisdictions in

which failure to do so would not have a material adverse effect on the Company or its business.

(b) Issuance of the Securities. The issuance, sale and delivery of the Shares in

accordance with this Subscription Agreement have been duly authorized by all necessary corporate

action on the part of the Company. The Shares, when issued, sold and delivered against payment

therefor in accordance with the provisions of this Subscription Agreement, will be duly and validly

issued, fully paid and non-assessable.

(c) Authority for Agreement. The acceptance by the Company of this Subscription

Agreement and of Investor’s joinder as a party to each of the Investment Agreements, and the

consummation of the transactions contemplated hereby and thereby, are within the Company’s

powers and have been duly authorized by all necessary corporate action on the part of the

Company. Upon the Company’s acceptance of this Subscription Agreement, each of this

Subscription Agreement and the Investment Agreements, shall constitute a valid and binding

agreement of the Company, enforceable against the Company in accordance with its terms, except

(i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of

general application affecting enforcement of creditors’ rights generally, (ii) as limited by laws

relating to the availability of specific performance, injunctive relief, or other equitable remedies

and (iii) with respect to provisions relating to indemnification and contribution, as limited by

considerations of public policy and by federal or state securities laws.

(d) No Filings. Assuming the accuracy of Investor’s representations and warranties

set forth in Section 4 hereof, no order, license, consent, authorization or approval of, or exemption

by, or action by or in respect of, or notice to, or filing or registration with, any governmental body,

agency or official is required by or with respect to the Company in connection with the acceptance,

delivery and performance by the Company of this Subscription Agreement except (i) for such

filings as may be required under Regulation A or under any applicable state securities laws, (ii)

for such other filings and approvals as have been made or obtained, or (iii) where the failure to

obtain any such order, license, consent, authorization, approval or exemption or give any such

notice or make any filing or registration would not have a material adverse effect on the ability of

the Company to perform its obligations hereunder.

mailto:[email protected]

6

(e) Capitalization. The outstanding shares of Common Stock, Series Seed Preferred

Stock, Series 2 Seed Preferred Stock, options, warrants and other securities of the Company

immediately prior to the initial Closing is as set forth in “Security Ownership” in the Offering

Circular. Except as set forth in the Offering Circular, there are no outstanding options, warrants,

rights (including conversion or preemptive rights and rights of first refusal), or agreements of any

kind (oral or written) for the purchase or acquisition from the Company of any of its securities.

(f) Financial Statements. Complete copies of the Company’s financial statements,

consisting of the statement of financial position of the Company as of its fiscal year end on March

31, 2014 and March 31, 2015, and as of its fiscal quarter end on September 30, 2015, and the

related consolidated statements of income and cash flows for the respective periods then ended

(collectively, the “Financial Statements”), have been made available to Investor and appear in the

Offering Circular. The Financial Statements are based on the books and records of the Company

and fairly present the financial condition of the Company as of the respective dates they were

prepared and the results of the operations and cash flows of the Company for the respective periods

indicated. Artesian CPA, LLC, which has audited the Financial Statements at March 31, 2014 and

March 31, 2015, and for each fiscal year then ended, is an independent accounting firm within the

rules and regulations adopted by the SEC.

(g) Proceeds. The Company shall use the proceeds from the issuance and sale of the

shares of Series A Preferred sold in the offering as set forth in “Use of Proceeds” in the Offering

Circular.

(h) Litigation. Except as disclosed in the Offering Circular, there is no pending action,

suit, proceeding, arbitration, mediation, complaint, claim, charge or investigation before any court,

arbitrator, mediator or governmental body, or to the Company’s knowledge, currently threatened

in writing (a) against the Company or (b) against any consultant, officer, manager, director or key

employee of the Company arising out of his or her consulting, employment or board relationship

with the Company or that could otherwise materially impact the Company.

5. Representations and Warranties of Investor. By subscribing to the Offering, Investor

(and, if Investor is purchasing the Shares subscribed for hereby in a fiduciary capacity, the person

or persons for whom Investor is so purchasing) represents and warrants, which representations and

warranties are true and complete in all material respects as of the date of each Closing:

(a) Requisite Power and Authority. Investor has all necessary power and authority

under all applicable provisions of law to subscribe to the Offering, to execute and deliver this

Subscription Agreement, to join as a party to each of the Investment Agreements, and to carry out

the provisions of such respective agreements. All action on Investor’s part required for the lawful

subscription to the offering have been or will be effectively taken prior to the Closing. Upon

subscribing to the Offering, this Subscription Agreement and each of the Investment Agreements

will be valid and binding obligations of Investor, enforceable in accordance with their respective

terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or

other laws of general application affecting enforcement of creditors’ rights and (ii) as limited by

general principles of equity that restrict the availability of equitable remedies.

(b) Company Information. Investor has had an opportunity to discuss the Company’s

business, management and financial affairs with directors, officers and management of the

Company and has had the opportunity to review the Company’s operations and facilities. Investor

7

has also had the opportunity to ask questions of and receive answers from the Company and its

management regarding the terms and conditions of this investment. Investor acknowledges that

except as set forth herein, no representations or warranties have been made to Investor, or to

Investor’s advisors or representative, by the Company or others with respect to the business or

prospects of the Company or its financial condition.

(c) Investment Experience. Investor has sufficient experience in financial and business

matters to be capable of utilizing such information to evaluate the merits and risks of Investor’s

investment in the Shares, and to make an informed decision relating thereto; or Investor has utilized

the services of a purchaser representative and together they have sufficient experience in financial

and business matters that they are capable of utilizing such information to evaluate the merits and

risks of Investor’s investment in the Shares, and to make an informed decision relating thereto.

(d) Investor Determination of Suitability. Investor has evaluated the risks of an

investment in the Shares, including those described in the section of the Offering Circular

captioned “Risk Factors”, and has determined that the investment is suitable for Investor. Investor

has adequate financial resources for an investment of this character, and at this time Investor could

bear a complete loss of Investor’s investment in the Company.

(e) No Registration. Investor understands that the Shares are not being registered

under the Securities Act of 1933, as amended (the "Securities Act"), on the ground that the issuance

thereof is exempt under Regulation A of Section 3(b) of the Securities Act, and that reliance on

such exemption is predicated in part on the truth and accuracy of Investor's representations and

warranties, and those of the other purchasers of the shares of Series A Preferred in the offering.

Investor further understands that the Shares are not being registered under the securities laws of

any states on the basis that the issuance thereof is exempt as an offer and sale not involving a

registerable public offering in such state, since the Shares are "covered securities" under the

National Securities Market Improvement Act of 1996. Investor covenants not to sell, transfer or

otherwise dispose of any Shares unless such Shares have been registered under the Securities Act

and under applicable state securities laws, or exemptions from such registration requirements are

available.

(f) Illiquidity and Continued Economic Risk. Investor acknowledges and agrees that

there is no ready public market for the Securities and that there is no guarantee that a market for

their resale will ever exist. The Company has no obligation to list any of the Securities on any

market or take any steps (including registration under the Securities Act or the Securities Exchange

Act of 1934, as amended) with respect to facilitating trading or resale of the Securities. Investor

must bear the economic risk of this investment indefinitely and Investor acknowledges that

Investor is able to bear the economic risk of losing Investor’s entire investment in the Shares.

(g) Accredited Investor Status or Investment Limits. Investor represents that either:

(i) Investor is an “accredited investor” within the meaning of Rule 501 of

Regulation D under the Securities Act; or

(ii) The purchase price, together with any other amounts previously used to

purchase Shares in this offering, does not exceed 10% of the greater of Investor’s annual

income or net worth (or in the case where Investor is a non-natural person, their revenue

or net assets for such Investor's most recently completed fiscal year end).

8

Investor represents that to the extent it has any questions with respect to its status as an

accredited investor, or the application of the investment limits, it has sought professional advice.

(h) Stockholder Information. Within five days after receipt of a request from the

Company, Investor hereby agrees to provide such information with respect to its status as a

stockholder (or potential stockholder) and to execute and deliver such documents as may

reasonably be necessary to comply with any and all laws and regulations to which the Company

is or may become subject, including, without limitation, the need to determine the accredited status

of the Company’s stockholders. Investor further agrees that in the event it transfers any Securities,

it will require the transferee of such Securities to agree to provide such information to the Company

as a condition of such transfer.

(i) Valuation. Investor acknowledges that the price of the shares of Series A Preferred

to be sold in this offering was set by the Company on the basis of the Company’s internal valuation

and no warranties are made as to value. Investor further acknowledges that future offerings of

securities of the Company6 may be made at lower valuations, with the result that Investor’s

investment will bear a lower valuation.

(j) Domicile. Investor maintains Investor’s domicile (and is not a transient or

temporary resident) at the address provided with Investors subscription.

(k) Foreign Investors. If Investor is not a United States person (as defined by Section

7701(a)(30) of the Internal Revenue Code of 1986, as amended), Investor hereby represents that it

has satisfied itself as to the full observance of the laws of its jurisdiction in connection with any

invitation to subscribe for the Shares or any use of this Subscription Agreement, including (i) the

legal requirements within its jurisdiction for the purchase of the Shares, (ii) any foreign exchange

restrictions applicable to such purchase, (iii) any governmental or other consents that may need to

be obtained, and (iv) the income tax and other tax consequences, if any, that may be relevant to

the purchase, holding, redemption, sale, or transfer of the Shares. Investor’s subscription and

payment for and continued beneficial ownership of the Shares will not violate any applicable

securities or other laws of Investor’s jurisdiction.

5. Indemnity. The representations, warranties and covenants made by Investor herein shall

survive the closing of this Subscription Agreement. Investor agrees to indemnify and hold

harmless the Company and its respective officers, directors and affiliates, and each other person,

if any, who controls the Company within the meaning of Section 15 of the Securities Act against

any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to,

any and all reasonable attorneys’ fees, including attorneys’ fees on appeal) and expenses

reasonably incurred in investigating, preparing or defending against any false representation or

warranty or breach of failure by Investor to comply with any covenant or agreement made by

Investor herein or in any other document furnished by Investor to any of the foregoing in

connection with this transaction.

6. Governing Law; Jurisdiction. This Subscription Agreement shall be governed and

construed in accordance with the laws of the State of Texas.

EACH OF INVESTOR AND THE COMPANY CONSENTS TO THE JURISDICTION OF ANY

STATE OR FEDERAL COURT OF COMPETENT JURISDICTION LOCATED WITHIN THE

STATE OF TEXAS AND NO OTHER PLACE AND IRREVOCABLY AGREES THAT ALL

9

ACTIONS OR PROCEEDINGS RELATING TO THIS SUBSCRIPTION AGREEMENT MAY

BE LITIGATED IN SUCH COURTS. EACH OF INVESTORS AND THE COMPANY

ACCEPTS FOR ITSELF AND HIMSELF AND IN CONNECTION WITH ITS AND HIS

RESPECTIVE PROPERTIES, GENERALLY AND UNCONDITIONALLY, THE EXCLUSIVE

JURISDICTION OF THE AFORESAID COURTS AND WAIVES ANY DEFENSE OF FORUM

NON CONVENIENS, AND IRREVOCABLY AGREES TO BE BOUND BY ANY JUDGMENT

RENDERED THEREBY IN CONNECTION WITH THIS SUBSCRIPTION AGREEMENT.

INVESTOR AND THE COMPANY FURTHER IRREVOCABLY CONSENTS TO THE

SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN THE

MANNER AND IN THE ADDRESS SPECIFIED IN SECTION 7 AND PROVIDED WITH

INVESTORS SUBSCRIPTION.

EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO

TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER

BASED IN CONTRACT, TORT OR OTHERWISE) ARISING OUT OF OR RELATING TO

THIS SUBSCRIPTION AGREEMENT OR THE ACTIONS OF EITHER PARTY IN THE

NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT THEREOF,

EACH OF THE PARTIES HERETO ALSO WAIVES ANY BOND OR SURETY OR

SECURITY UPON SUCH BOND WHICH MIGHT, BUT FOR THIS WAIVER, BE REQUIRED

OF SUCH PARTY. EACH OF THE PARTIES HERETO FURTHER WARRANTS AND

REPRESENTS THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL,

AND THAT IT KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS

FOLLOWING CONSULTATION WITH LEGAL COUNSEL. THIS WAIVER IS

IRREVOCABLE, MEANING THAT IT MAY NOT BE MODIFIED EITHER ORALLY OR IN

WRITING, AND THIS WAIVER SHALL APPLY TO ANY SUBSEQUENT AMENDMENTS,

RENEWALS, SUPPLEMENTS OR MODIFICATIONS TO THIS SUBSCRIPTION

AGREEMENT. IN THE EVENT OF LITIGATION, THIS SUBSCRIPTION AGREEMENT

MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

7. Notices. Notice, requests, demands and other communications relating to this

Subscription Agreement and the transactions contemplated herein shall be in writing and shall be

deemed to have been duly given if and when (a) delivered personally, on the date of such delivery;

or (b) mailed by registered or certified mail, postage prepaid, return receipt requested, in the third

day after the posting thereof; or (c) emailed on the date of such delivery to the address of the

respective parties as follows:

If to the Company, to:

Virtuix Holdings Inc.

Attention: Chief Executive Officer

1826 Kramer Lane, Suite H

Austin, TX 78758

If to Investor, at Investor’s address supplied in connection with this subscription, or to such other

address as may be specified by written notice from time to time by the party entitled to receive

such notice. Any notices, requests, demands or other communications by email shall be confirmed

by letter given in accordance with (a) or (b) above.

10

8. Miscellaneous.

(a) All pronouns and any variations thereof shall be deemed to refer to the masculine,

feminine, neuter, singular or plural, as the identity of the person or persons or entity or entities

may require.

(b) This Subscription Agreement is not transferable or assignable by Investor.

(c) The representations, warranties and agreements contained herein shall be deemed

to be made by and be binding upon Investor and its heirs, executors, administrators and successors

and shall inure to the benefit of the Company and its successors and assigns.

(d) None of the provisions of this Subscription Agreement may be waived, changed or

terminated orally or otherwise, except as specifically set forth herein or except by a writing signed

by the Company and Investor.

(e) In the event any part of this Subscription Agreement is found to be void or

unenforceable, the remaining provisions are intended to be separable and binding with the same

effect as if the void or unenforceable part were never the subject of agreement.

(f) The invalidity, illegality or unenforceability of one or more of the provisions of this

Subscription Agreement in any jurisdiction shall not affect the validity, legality or enforceability

of the remainder of this Subscription Agreement in such jurisdiction or the validity, legality or

enforceability of this Subscription Agreement, including any such provision, in any other

jurisdiction, it being intended that all rights and obligations of the parties hereunder shall be

enforceable to the fullest extent permitted by law.

(g) This Subscription Agreement supersedes all prior discussions and agreements

between the parties with respect to the subject matter hereof and contains the sole and entire

agreement between the parties hereto with respect to the subject matter hereof.

(h) The terms and provisions of this Subscription Agreement are intended solely for

the benefit of each party hereto and their respective successors and assigns, and it is not the

intention of the parties to confer, and no provision hereof shall confer, third-party beneficiary

rights upon any other person.

(i) The headings used in this Subscription Agreement have been inserted for

convenience of reference only and do not define or limit the provisions hereof.

(j) If any recapitalization or other transaction affecting the stock of the Company is

effected, then any new, substituted or additional securities or other property which is distributed

with respect to the Securities shall be immediately subject to this Subscription Agreement, to the

same extent that the Securities, immediately prior thereto, shall have been covered by this

Subscription Agreement.

(k) No failure or delay by any party in exercising any right, power or privilege under

this Subscription Agreement shall operate as a waiver thereof nor shall any single or partial

exercise thereof preclude any other or further exercise thereof or the exercise of any other right,

power or privilege. The rights and remedies herein provided shall be cumulative and not exclusive

of any rights or remedies provided by law.

AMENDED AND RESTATED

INVESTORS’ RIGHTS AGREEMENT

i

TABLE OF CONTENTS

Page

1. Definitions............................................................................................................................1

2. Registration Rights...............................................................................................................4

2.1 Demand Registration ...............................................................................................4 2.2 Company Registration .............................................................................................6 2.3 Underwriting Requirements .....................................................................................6 2.4 Obligations of the Company ....................................................................................7 2.5 Furnish Information .................................................................................................9

2.6 Expenses of Registration..........................................................................................9 2.7 Delay of Registration ...............................................................................................9

2.8 Indemnification ........................................................................................................9 2.9 Reports Under Exchange Act .................................................................................11 2.10 Limitations on Subsequent Registration Rights .....................................................12 2.11 “Market Stand-off” Agreement ..............................................................................12

2.12 Restrictions on Transfer .........................................................................................13 2.13 Termination of Registration Rights .......................................................................14

3. Information Rights .............................................................................................................15 3.1 Delivery of Financial Statements ...........................................................................15 3.2 Termination of Information Rights ........................................................................15

3.3 Confidentiality .......................................................................................................15

4. Rights to Future Stock Issuances .......................................................................................16 4.1 Right of First Offer ................................................................................................16 4.2 Termination ............................................................................................................17

5. Miscellaneous ....................................................................................................................17 5.1 Successors and Assigns..........................................................................................17

5.2 Governing Law ......................................................................................................18 5.3 Counterparts ...........................................................................................................18

5.4 Titles and Subtitles .................................................................................................18 5.5 Notices ...................................................................................................................18 5.6 Amendments and Waivers .....................................................................................18 5.7 Severability ............................................................................................................19 5.8 Aggregation of Stock .............................................................................................19

5.9 Additional Investors ...............................................................................................19 5.10 Entire Agreement ...................................................................................................19

5.11 Dispute Resolution .................................................................................................19 5.12 Delays or Omissions ..............................................................................................20

Schedule A - Schedule of Investors


INVESTORS’ RIGHTS AGREEMENT

THIS AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT (this

“Agreement”), is made as of the 10th day of March, 2016, by and among Virtuix 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.

R E C I T A L S:

A. The Company and the Investors in the Company’s Series Seed Preferred Stock and

Series 2 Seed Preferred Stock are parties to the Investors’ Rights Agreement dated as of April 7,

2014, as amended by Amendment No. 1 to Investors’ Rights Agreement dated as of December 3,

2014 (as so amended, the “Prior IRA Agreement”).

B. The Investors’ Rights Agreement provides that it may only be amended or modified

by a written instrument executed by the Company and Investors holding at least a majority of the

Registrable Securities (as such term is defined in the Prior IRA Agreement).

C. The Investors executing this Agreement hold more than a majority of the

Registrable Securities outstanding as of the date hereof.

D. On and after the date hereof, the Company intends to sell shares of its Series A

Preferred Stock, par value $0.001 per share, of the Company (the “Series A Preferred Stock”) to

new and current investors in the Company (collectively, the “Series A Investors”).

E. As a condition to each Series A Investor’s purchase of shares of Series A Preferred

Stock, the Company and those Investors holding shares of Series Seed Preferred Stock and Series

2 Seed Preferred Stock of the Company that are executing this Agreement have agreed to enter

into this Agreement with each of the Series A Investors.

F. The parties hereto desire to amend and restate the Prior IRA Agreement in its

entirety by this Agreement so as to afford the Series A Investors with registration rights,

preemptive rights and information rights on a parity with those that have been provided to the

Investors in the Series Seed Preferred Stock and Series 2 Seed Preferred Stock of the Company

under the Prior IRA Agreement.

AGREEMENT

NOW, THEREFORE, the parties hereby agree as follows:

1. Definitions. For purposes of this Agreement:

1.1 “Affiliate” means, with respect to any specified Person, any other

Person who, directly or indirectly, controls, is controlled by, or is under common control

with such Person, including without limitation any general partner, managing member,

2

officer or director of such Person or any venture capital fund now or hereafter existing that

is controlled by one or more general partners or managing members of, or shares the same

management company with, such Person.

1.2 “Certificate of Incorporation” means the Third Amended and

Restated Certificate of Incorporation of the Company as in effect on the date hereof and as

the same may be amended hereafter from time to time.

1.3 “Common Stock” means shares of the Company’s common stock,

par value $0.001 per share.

1.4 “Damages” means any loss, damage, claim or liability (joint or

several) to which a party hereto may become subject under the Securities Act, the Exchange

Act, or other federal or state law, insofar as such loss, damage, claim or liability (or any

action in respect thereof) arises out of or is based upon: (i) any untrue statement or alleged

untrue statement of a material fact contained in any registration statement of the Company,

including any preliminary prospectus or final prospectus contained therein or any

amendments or supplements thereto; (ii) an omission or alleged omission to state therein a

material fact required to be stated therein, or necessary to make the statements therein not

misleading; or (iii) any violation or alleged violation by the indemnifying party (or any of

its agents or Affiliates) of the Securities Act, the Exchange Act, any state securities law, or

any rule or regulation promulgated under the Securities Act, the Exchange Act, or any state

securities law.

1.5 “Derivative Securities” means any securities or rights convertible

into, or exercisable or exchangeable for (in each case, directly or indirectly), Common

Stock, including options and warrants.

1.6 “Exchange Act” means the Securities Exchange Act of 1934, as

amended, and the rules and regulations promulgated thereunder.

1.7 “Excluded Registration” means (i) a registration relating to the sale

of securities to employees of the Company or a subsidiary pursuant to a stock option, stock

purchase, or similar plan; (ii) a registration relating to an SEC Rule 145 transaction; (iii) a

registration on any form that does not include substantially the same information as would

be required to be included in a registration statement covering the sale of the Registrable

Securities; or (iv) a registration in which the only Common Stock being registered is

Common Stock issuable upon conversion of debt securities that are also being registered.

1.8 “Form S-1” means such form under the Securities Act as in effect

on the date hereof or any successor registration form under the Securities Act subsequently

adopted by the SEC.

1.9 “Form S-3” means such form under the Securities Act as in effect

on the date hereof or any registration form under the Securities Act subsequently adopted

by the SEC that permits incorporation of substantial information by reference to other

documents filed by the Company with the SEC.

3

1.10 “GAAP” means generally accepted accounting principles in the

United States.

1.11 “Holder” means any holder of Registrable Securities who is a party

to this Agreement.

1.12 “Immediate Family Member” means a child, stepchild, grandchild,

parent, stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law, son-in-law,

daughter-in-law, brother-in-law, or sister-in-law, including, adoptive relationships, of a

natural person referred to herein.

1.13 “Initiating Holders” means, collectively, Holders who properly

initiate a registration request under this Agreement.

1.14 “IPO” means the Company’s first underwritten public offering of

its Common Stock under the Securities Act.

1.15 “Major Investor” means any Investor that, individually or together

with such Investor’s Affiliates, holds at least 85,000 shares of Registrable Securities (as

adjusted for any stock split, stock dividend, combination, or other recapitalization or

reclassification effected after the date hereof).

1.16 “New Securities” means, collectively, equity securities of the

Company, whether or not currently authorized, as well as rights, options, or warrants to

purchase such equity securities, or securities of any type whatsoever that are, or may

become, convertible or exchangeable into or exercisable for such equity securities.

1.17 “Person” means any individual, corporation, partnership, trust,

limited liability company, association or other entity.

1.18 “Preferred Stock” means, collectively, shares of the Series Seed

Preferred Stock, Series 2 Seed Preferred Stock and Series A Preferred Stock.

1.19 “Registrable Securities” means (i) the Common Stock issuable or

issued upon conversion of the Preferred Stock; (ii) any Common Stock, or any Common

Stock issued or issuable (directly or indirectly) upon conversion and/or exercise of any other

securities of the Company, acquired by the Investors after the date hereof; and (iii) any

Common Stock issued as (or issuable upon the conversion or exercise of any warrant, right,

or other security that is issued as) a dividend or other distribution with respect to, or in

exchange for or in replacement of, the shares referenced in clauses (i) and (ii) above;

excluding in all cases, however, any Registrable Securities sold by a Person in a transaction

in which the applicable rights under this Agreement are not assigned pursuant to Section

5.1, and excluding for purposes of Section 2 any shares for which registration rights have

terminated pursuant to Section 2.13 of this Agreement.

1.20 “Registrable Securities then outstanding” means the number of

shares determined by adding the number of shares of outstanding Common Stock that are

Registrable Securities and the number of shares of Common Stock issuable (directly or

4

indirectly) pursuant to then exercisable and/or convertible securities that are Registrable

Securities.

1.21 “Restricted Securities” means the securities of the Company

required to be notated with the legend set forth in Section 2.12(b) hereof.

1.22 “SEC” means the Securities and Exchange Commission.

1.23 “SEC Rule 144” means Rule 144 promulgated by the SEC under

the Securities Act.

1.24 “SEC Rule 145” means Rule 145 promulgated by the SEC under

the Securities Act.

1.25 “Securities Act” means the Securities Act of 1933, as amended, and

the rules and regulations promulgated thereunder.

1.26 “Selling Expenses” means all underwriting discounts, selling

commissions, and stock transfer taxes applicable to the sale of Registrable Securities, and

fees and disbursements of counsel for any Holder, except for the fees and disbursements of

the Selling Holder Counsel borne and paid by the Company as provided in Section 2.6.

1.27 “Series Seed Preferred Stock” means shares of the Company’s

Series Seed Preferred Stock, par value $0.001 per share.

1.28 “Series 2 Seed Preferred Stock” means shares of the Company’s

Series 2 Seed Preferred Stock, par value $0.001 per share.

2. Registration Rights. The Company covenants and agrees as follows:

2.1 Demand Registration.

(a) Form S-1 Demand. If at any time after the earlier of (i) five (5) years

after the date of this Agreement or (ii) one hundred eighty (180) days after the effective date of the

registration statement for the IPO, the Company receives a request from Holders of a majority of

the Registrable Securities then outstanding that the Company file a Form S-1 registration statement

with respect to a majority of the Registrable Securities then outstanding (or a lesser percent if the

anticipated aggregate offering price, net of Selling Expenses, would exceed $10,000,000), then the

Company shall (x) within ten (10) days after the date such request is given, give notice thereof (the

“Demand Notice”) to all Holders other than the Initiating Holders; and (y) as soon as practicable,

and in any event within sixty (60) days after the date such request is given by the Initiating Holders,

file a Form S-1 registration statement under the Securities Act covering all Registrable Securities

that the Initiating Holders requested to be registered and any additional Registrable Securities

requested to be included in such registration by any other Holders, as specified by notice given by

each such Holder to the Company within twenty (20) days of the date the Demand Notice is given,

and in each case, subject to the limitations of Sections 2.1(c) and 2.3.

5

(b) Form S-3 Demand. If at any time when it is eligible to use a Form

S-3 registration statement, the Company receives a request from Holders of Registrable Securities

that the Company file a Form S-3 registration statement with respect to outstanding Registrable

Securities of such Holders having an anticipated aggregate offering price, net of Selling Expenses,

of at least $1,000,000, then the Company shall (i) within ten (10) days after the date such request

is given, give a Demand Notice to all Holders other than the Initiating Holders; and (ii) as soon as

practicable, and in any event within forty-five (45) days after the date such request is given by the

Initiating Holders, file a Form S-3 registration statement under the Securities Act covering all

Registrable Securities requested to be included in such registration by any other Holders, as

specified by notice given by each such Holder to the Company within twenty (20) days of the date

the Demand Notice is given, and in each case, subject to the limitations of Sections 2.1(c) and 2.3.

(c) Notwithstanding the foregoing obligations, if the Company

furnishes to Holders requesting a registration pursuant to this Section 2.1 a certificate signed by

the Company’s chief executive officer stating that in the good faith judgment of the Company’s

Board of Directors it would be materially detrimental to the Company and its stockholders for such

registration statement to either become effective or remain effective for as long as such registration

statement otherwise would be required to remain effective, because such action would (i)

materially interfere with a significant acquisition, corporate reorganization, or other similar

transaction involving the Company; (ii) require premature disclosure of material information that

the Company has a bona fide business purpose for preserving as confidential; or (iii) render the

Company unable to comply with requirements under the Securities Act or Exchange Act, then the

Company shall have the right to defer taking action with respect to such filing, and any time periods

with respect to filing or effectiveness thereof shall be tolled correspondingly, for a period of not

more than one hundred twenty (120) days after the request of the Initiating Holders is given;

provided, however, that the Company may not invoke this right more than once in any twelve (12)

month period; and provided further that the Company shall not register any securities for its own

account or that of any other stockholder during such one hundred twenty (120) day period other

than an Excluded Registration.

(d) The Company shall not be obligated to effect, or to take any action

to effect, any registration pursuant to Section 2.1(a): (i) during the period that is sixty (60) days

before the Company’s good faith estimate of the date of filing of, and ending on a date that is one

hundred eighty (180) days after the effective date of, a Company-initiated registration, provided

that the Company is actively employing in good faith commercially reasonable efforts to cause

such registration statement to become effective; (ii) after the Company has effected two

registrations pursuant to Section 2.1(a); or (iii) if the Initiating Holders propose to dispose of shares

of Registrable Securities that may be immediately registered on Form S-3 pursuant to a request

made pursuant to Section 2.1(b). The Company shall not be obligated to effect, or to take any

action to effect, any registration pursuant to Section 2.1(b): (i) during the period that is thirty (30)

days before the Company’s good faith estimate of the date of filing of, and ending on a date that

is ninety (90) days after the effective date of, a Company-initiated registration, provided that the

Company is actively employing in good faith commercially reasonable efforts to cause such

registration statement to become effective; (ii) if the Company has effected two registrations

pursuant to Section 2.1(b) within the twelve (12) month period immediately preceding the date of

such request, or (iii) if the Company has effected four registrations pursuant to Section 2.1(b). A

registration shall not be counted as “effected” for purposes of this Section 2.1(d) until such time

6

as the applicable registration statement has been declared effective by the SEC, unless the Initiating

Holders withdraw their request for such registration, elect not to pay the registration expenses

therefor, and forfeit their right to one demand registration statement pursuant to Section 2.6, in

which case such withdrawn registration statement shall be counted as “effected” for purposes of

this Section 2.1(d).

2.2 Company Registration. If the Company proposes to register

(including, for this purpose, a registration effected by the Company for stockholders other

than the Holders) any of the Common Stock under the Securities Act in connection with the

public offering of such securities solely for cash (other than in an Excluded Registration),

the Company shall, at such time, promptly give each Holder notice of such registration.

Upon the request of each Holder given within twenty (20) days after such notice is given by

the Company, the Company shall, subject to the provisions of Section 2.3, cause to be

registered all of the Registrable Securities that each such Holder has requested to be

included in such registration. The Company shall have the right to terminate or withdraw

any registration initiated by it under this Section 2.2 before the effective date of such

registration, whether or not any Holder has elected to include Registrable Securities in such

registration. The expenses (other than Selling Expenses) of such withdrawn registration

shall be borne by the Company in accordance with Section 2.6.

2.3 Underwriting Requirements.

(a) If, pursuant to Section 2.1, the Initiating Holders intend to distribute

the Registrable Securities covered by their request by means of an underwriting, they shall so

advise the Company as a part of their request made pursuant to Section 2.1, and the Company shall

include such information in the Demand Notice. The underwriter(s) will be selected by the

Company and shall be reasonably acceptable to a majority in interest of the Initiating Holders. In

such event, the right of any Holder to include such Holder’s Registrable Securities in such

registration shall be conditioned upon such Holder’s participation in such underwriting and the

inclusion of such Holder’s Registrable Securities in the underwriting to the extent provided herein.

All Holders proposing to distribute their securities through such underwriting shall (together with

the Company as provided in Section 2.4(e)) enter into an underwriting agreement in customary

form with the underwriter(s) selected for such underwriting. Notwithstanding any other provision

of this Section 2.3, if the managing underwriter(s) advise(s) the Initiating Holders in writing that

marketing factors require a limitation on the number of shares to be underwritten, then the

Initiating Holders shall so advise all Holders of Registrable Securities that otherwise would be

underwritten pursuant hereto, and the number of Registrable Securities that may be included in the

underwriting shall be allocated among such Holders of Registrable Securities, including the

Initiating Holders, in proportion (as nearly as practicable) to the number of Registrable Securities

owned by each Holder or in such other proportion as shall mutually be agreed to by all such selling

Holders; provided, however, that the number of Registrable Securities held by the Holders to be

included in such underwriting shall not be reduced unless all other securities are first entirely

excluded from the underwriting. To facilitate the allocation of shares in accordance with the above

provisions, the Company or the underwriters may round the number of shares allocated to any

Holder to the nearest one hundred (100) shares.

7

(b) In connection with any offering involving an underwriting of shares

of the Company’s capital stock pursuant to Section 2.2, the Company shall not be required to

include any of the Holders’ Registrable Securities in such underwriting unless the Holders accept

the terms of the underwriting as agreed upon between the Company and its underwriters, and then

only in such quantity as the underwriters in their sole discretion determine will not jeopardize the

success of the offering by the Company. If the total number of securities, including Registrable

Securities, requested by stockholders to be included in such offering exceeds the number of

securities to be sold (other than by the Company) that the underwriters in their reasonable

discretion determine is compatible with the success of the offering, then the Company shall be

required to include in the offering only that number of such securities, including Registrable

Securities, which the underwriters and the Company in their sole discretion determine will not

jeopardize the success of the offering. If the underwriters determine that less than all of the

Registrable Securities requested to be registered can be included in such offering, then the

Registrable Securities that are included in such offering shall be allocated among the selling

Holders in proportion (as nearly as practicable to) the number of Registrable Securities owned by

each selling Holder or in such other proportions as shall mutually be agreed to by all such selling

Holders. To facilitate the allocation of shares in accordance with the above provisions, the

Company or the underwriters may round the number of shares allocated to any Holder to the

nearest one hundred (100) shares. Notwithstanding the foregoing, in no event shall (i) the number

of Registrable Securities included in the offering be reduced unless all other securities (other than

securities to be sold by the Company) are first entirely excluded from the offering, or (ii) the

number of Registrable Securities included in the offering be reduced below twenty-five percent

(25%) of the total number of securities included in such offering, unless such offering is the IPO,

in which case the selling Holders may be excluded further if the underwriters make the

determination described above and no other stockholder’s securities are included in such offering.

For purposes of the provision in this Section 2.3(b) concerning apportionment, for any selling

Holder that is a partnership, limited liability company, or corporation, the partners, members,

retired partners, retired members, stockholders, and Affiliates of such Holder, or the estates and

Immediate Family Members of any such partners, retired partners, members, and retired members

and any trusts for the benefit of any of the foregoing Persons, shall be deemed to be a single “selling

Holder,” and any pro rata reduction with respect to such “selling Holder” shall be based upon the

aggregate number of Registrable Securities owned by all Persons included in such “selling

Holder,” as defined in this sentence.

2.4 Obligations of the Company. Whenever required under this Section

2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously

as reasonably possible:

(a) prepare and file with the SEC a registration statement with respect

to such Registrable Securities and use its commercially reasonable efforts to cause such

registration statement to become effective and, upon the request of the Holders of a majority of

the Registrable Securities registered thereunder, keep such registration statement effective for a

period of up to one hundred twenty (120) days or, if earlier, until the distribution contemplated in

the registration statement has been completed; provided, however, that such one hundred twenty

(120) day period shall be extended for a period of time equal to the period the Holder refrains, at

the request of an underwriter of Common Stock (or other securities) of the Company, from selling

any securities included in such registration;

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(b) prepare and file with the SEC such amendments and supplements to

such registration statement, and the prospectus used in connection with such registration statement,

as may be necessary to comply with the Securities Act in order to enable the disposition of all

securities covered by such registration statement;

(c) furnish to the selling Holders such numbers of copies of a

prospectus, including a preliminary prospectus, as required by the Securities Act, and such other

documents as the Holders may reasonably request in order to facilitate their disposition of their

Registrable Securities;

(d) use its commercially reasonable efforts to register and qualify the

securities covered by such registration statement under such other securities or blue-sky laws of

such jurisdictions as shall be reasonably requested by the selling Holders; provided that the

Company shall not be required to qualify to do business or to file a general consent to service of

process in any such states or jurisdictions, unless the Company is already subject to service in such

jurisdiction and except as may be required by the Securities Act;

(e) in the event of any underwritten public offering, enter into and

perform its obligations under an underwriting agreement, in usual and customary form, with the

underwriter(s) of such offering;

(f) use its commercially reasonable efforts to cause all such Registrable

Securities covered by such registration statement to be listed on a national securities exchange or

trading system and each securities exchange and trading system (if any) on which similar securities

issued by the Company are then listed;

(g) provide a transfer agent and registrar for all Registrable Securities

registered pursuant to this Agreement and provide a CUSIP number for all such Registrable

Securities, in each case not later than the effective date of such registration;

(h) promptly make available for inspection by the selling Holders, any

managing underwriter(s) participating in any disposition pursuant to such registration statement,

and any attorney or accountant or other agent retained by any such underwriter or selected by the

selling Holders, all financial and other records, pertinent corporate documents, and properties of

the Company, and cause the Company’s officers, directors, employees, and independent

accountants to supply all information reasonably requested by any such seller, underwriter,

attorney, accountant, or agent, in each case, as necessary or advisable to verify the accuracy of the

information in such registration statement and to conduct appropriate due diligence in connection

therewith;

(i) notify each selling Holder, promptly after the Company receives

notice thereof, of the time when such registration statement has been declared effective or a

supplement to any prospectus forming a part of such registration statement has been filed; and

(j) after such registration statement becomes effective, notify each

selling Holder of any request by the SEC that the Company amend or supplement such registration

statement or prospectus.

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In addition, the Company shall ensure that, at all times after any registration

statement covering a public offering of securities of the Company under the Securities Act shall

have become effective, its insider trading policy shall provide that the Company’s directors may

implement a trading program under Rule 10b5-1 of the Exchange Act.

2.5 Furnish Information. It shall be a condition precedent to the

obligations of the Company to take any action pursuant to this Section 2 with respect to the

Registrable Securities of any selling Holder that such Holder shall furnish to the Company

such information regarding itself, the Registrable Securities held by it, and the intended

method of disposition of such securities as is reasonably required to effect the registration

of such Holder’s Registrable Securities.

2.6 Expenses of Registration. All expenses (other than Selling

Expenses) incurred in connection with registrations, filings, or qualifications pursuant to

Section 2, including all registration, filing, and qualification fees; printers’ and accounting

fees; fees and disbursements of counsel for the Company; and the reasonable fees and

disbursements, not to exceed $50,000, of one counsel for the selling Holders (“Selling

Holder Counsel”), shall be borne and paid by the Company; provided, however, that the

Company shall not be required to pay for any expenses of any registration proceeding begun

pursuant to Section 2.1 if the registration request is subsequently withdrawn at the request

of the Holders of a majority of the Registrable Securities to be registered (in which case all

selling Holders shall bear such expenses pro rata based upon the number of Registrable

Securities that were to be included in the withdrawn registration), unless the Holders of a

majority of the Registrable Securities agree to forfeit their right to one registration pursuant

to Sections 2.1(a) or 2.1(b), as the case may be; provided further that if, at the time of such

withdrawal, the Holders shall have learned of a material adverse change in the condition,

business, or prospects of the Company from that known to the Holders at the time of their

request and have withdrawn the request with reasonable promptness after learning of such

information then the Holders shall not be required to pay any of such expenses and shall not

forfeit their right to one registration pursuant to Sections 2.1(a) or 2.1(b). All Selling

Expenses relating to Registrable Securities registered pursuant to this Section 2 shall be

borne and paid by the Holders pro rata on the basis of the number of Registrable Securities

registered on their behalf.

2.7 Delay of Registration. No Holder shall have any right to obtain or

seek an injunction restraining or otherwise delaying any registration pursuant to this

Agreement as the result of any controversy that might arise with respect to the interpretation

or implementation of this Section 2.

2.8 Indemnification. If any Registrable Securities are included in a

registration statement under this Section 2:

(a) To the extent permitted by law, the Company will indemnify and

hold harmless each selling Holder, and the partners, members, officers, directors, and stockholders

of each such Holder; legal counsel and accountants for each such Holder; any underwriter (as

defined in the Securities Act) for each such Holder; and each Person, if any, who controls such

Holder or underwriter within the meaning of the Securities Act or the Exchange Act, against any

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Damages, and the Company will pay to each such Holder, underwriter, controlling Person, or other

aforementioned Person any legal or other expenses reasonably incurred thereby in connection with

investigating or defending any claim or proceeding from which Damages may result, as such

expenses are incurred; provided, however, that the indemnity agreement contained in this Section

2.8(a) shall not apply to amounts paid in settlement of any such claim or proceeding if such

settlement is effected without the consent of the Company, which consent shall not be

unreasonably withheld, nor shall the Company be liable for any Damages to the extent that they

arise out of or are based upon actions or omissions made in reliance upon and in conformity with

written information furnished by or on behalf of any such Holder, underwriter, controlling Person,

or other aforementioned Person expressly for use in connection with such registration.

(b) To the extent permitted by law, each selling Holder, severally and

not jointly, will indemnify and hold harmless the Company, and each of its directors, each of its

officers who has signed the registration statement, each Person (if any), who controls the Company

within the meaning of the Securities Act, legal counsel and accountants for the Company, any

underwriter (as defined in the Securities Act), any other Holder selling securities in such

registration statement, and any controlling Person of any such underwriter or other Holder, against

any Damages, in each case only to the extent that such Damages arise out of or are based upon

actions or omissions made in reliance upon and in conformity with written information furnished

by or on behalf of such selling Holder expressly for use in connection with such registration; and

each such selling Holder will pay to the Company and each other aforementioned Person any legal

or other expenses reasonably incurred thereby in connection with investigating or defending any

claim or proceeding from which Damages may result, as such expenses are incurred; provided,

however, that the indemnity agreement contained in this Section 2.8(b) shall not apply to amounts

paid in settlement of any such claim or proceeding if such settlement is effected without the consent

of the Holder, which consent shall not be unreasonably withheld; and provided further that in no

event shall the aggregate amounts payable by any Holder by way of indemnity or contribution

under Sections 2.8(b) and 2.8(d) exceed the proceeds from the offering received by such Holder

(net of any Selling Expenses paid by such Holder), except in the case of fraud or willful misconduct

by such Holder.

(c) Promptly after receipt by an indemnified party under this Section

2.8 of notice of the commencement of any action (including any governmental action) for which

a party may be entitled to indemnification hereunder, such indemnified party will, if a claim in

respect thereof is to be made against any indemnifying party under this Section 2.8, give the

indemnifying party notice of the commencement thereof. The indemnifying party shall have the

right to participate in such action and, to the extent the indemnifying party so desires, participate

jointly with any other indemnifying party to which notice has been given, and to assume the

defense thereof with counsel mutually satisfactory to the parties; provided, however, that an

indemnified party (together with all other indemnified parties that may be represented without

conflict by one counsel) shall have the right to retain one separate counsel, with the fees and

expenses to be paid by the indemnifying party, if representation of such indemnified party by the

counsel retained by the indemnifying party would be inappropriate due to actual or potential

differing interests between such indemnified party and any other party represented by such counsel

in such action. The failure to give notice to the indemnifying party within a reasonable time of the

commencement of any such action shall relieve such indemnifying party of any liability to the

indemnified party under this Section 2.8, to the extent that such failure materially prejudices the

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indemnifying party’s ability to defend such action. The failure to give notice to the indemnifying

party will not relieve it of any liability that it may have to any indemnified party otherwise than

under this Section 2.8.

(d) To provide for just and equitable contribution to joint liability under

the Securities Act in any case in which either: (i) any party otherwise entitled to indemnification

hereunder makes a claim for indemnification pursuant to this Section 2.8 but it is judicially

determined (by the entry of a final judgment or decree by a court of competent jurisdiction and the

expiration of time to appeal or the denial of the last right of appeal) that such indemnification may

not be enforced in such case, notwithstanding the fact that this Section 2.8 provides for

indemnification in such case, or (ii) contribution under the Securities Act may be required on the

part of any party hereto for which indemnification is provided under this Section 2.8, then, and in

each such case, such parties will contribute to the aggregate losses, claims, damages, liabilities, or

expenses to which they may be subject (after contribution from others) in such proportion as is

appropriate to reflect the relative fault of each of the indemnifying party and the indemnified party

in connection with the statements, omissions, or other actions that resulted in such loss, claim,

damage, liability, or expense, as well as to reflect any other relevant equitable considerations. The

relative fault of the indemnifying party and of the indemnified party shall be determined by

reference to, among other things, whether the untrue or allegedly untrue statement of a material

fact, or the omission or alleged omission of a material fact, relates to information supplied by the

indemnifying party or by the indemnified party and the parties’ relative intent, knowledge, access

to information, and opportunity to correct or prevent such statement or omission; provided,

however, that, in any such case (x) no Holder will be required to contribute any amount in excess

of the public offering price of all such Registrable Securities offered and sold by such Holder

pursuant to such registration statement, and (y) no Person guilty of fraudulent misrepresentation

(within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from

any Person who was not guilty of such fraudulent misrepresentation; and provided further that in

no event shall a Holder’s liability pursuant to this Section 2.8(d), when combined with the amounts

paid or payable by such Holder pursuant to Section 2.8(b), exceed the proceeds from the offering

received by such Holder (net of any Selling Expenses paid by such Holder), except in the case of

willful misconduct or fraud by such Holder.

(e) Notwithstanding the foregoing, to the extent that the provisions on

indemnification and contribution contained in the underwriting agreement entered into in

connection with the underwritten public offering are in conflict with the foregoing provisions, the

provisions in the underwriting agreement shall control.

(f) Unless otherwise superseded by an underwriting agreement entered

into in connection with the underwritten public offering, the obligations of the Company and

Holders under this Section 2.8 shall survive the completion of any offering of Registrable

Securities in a registration under this Section 2, and otherwise shall survive the termination of this

Agreement.

2.9 Reports Under Exchange Act. With a view to making available to

the Holders the benefits of SEC Rule 144 and any other rule or regulation of the SEC that

may at any time permit a Holder to sell securities of the Company to the public without

registration or pursuant to a registration on Form S-3, the Company shall:

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(a) make and keep available adequate current public information, as

those terms are understood and defined in SEC Rule 144, at all times after the effective date of the

registration statement filed by the Company for the IPO;

(b) use commercially reasonable efforts to file with the SEC in a timely

manner all reports and other documents required of the Company under the Securities Act and the

Exchange Act (at any time after the Company has become subject to such reporting requirements);

and

(c) furnish to any Holder, so long as the Holder owns any Registrable

Securities, forthwith upon request (i) to the extent accurate, a written statement by the Company

that it has complied with the reporting requirements of SEC Rule 144 (at any time after ninety (90)

days after the effective date of the registration statement filed by the Company for the IPO), the

Securities Act, and the Exchange Act (at any time after the Company has become subject to such

reporting requirements), or that it qualifies as a registrant whose securities may be resold pursuant

to Form S-3 (at any time after the Company so qualifies); and (ii) such other information as may

be reasonably requested in availing any Holder of any rule or regulation of the SEC that permits

the selling of any such securities without registration (at any time after the Company has become

subject to the reporting requirements under the Exchange Act) or pursuant to Form S-3 (at any

time after the Company so qualifies to use such form).

2.10 Limitations on Subsequent Registration Rights. From and after the

date of this Agreement, the Company shall not, without the prior written consent of the

Holders of a majority of the Registrable Securities then outstanding (excluding any of such

shares held by any Holders whose rights to request registration or inclusion in any

registration pursuant to this Section 2 have terminated in accordance with Section 2.13),

enter into any agreement with any holder or prospective holder of any securities of the

Company (i) to include such securities in any registration filed under this Section 2, unless

under the terms of such agreement, such holder or prospective holder may include such

securities in any such registration only on a pro rata basis with respect the Registrable

Securities, (ii) to make a demand registration that could result in such registration statement

being declared effective prior to the dates set forth in this Section 2.1(a) or within one-

hundred-eighty (180) days of the effective date of any registration effected pursuant to this

Section 2 or (iii) to grant registration rights that are senior to the rights granted to the

Investors under this Agreement; provided that this limitation shall not apply to any

additional Investor who becomes a party to this Agreement in accordance with Section 5.9.

2.11 “Market Stand-off” Agreement. Each Holder hereby agrees that it

will not, without the prior written consent of the managing underwriter, during the period

commencing on the date of the final prospectus relating to the registration by the Company

of shares of its Common Stock or any other equity securities under the Securities Act on a

registration statement on Form S-1 or Form S-3, and ending on the date specified by the

Company and the managing underwriter (such period not to exceed one hundred eighty

(180) days in the case of the IPO, or such other period as may be requested by the Company

or an underwriter to accommodate regulatory restrictions on (1) the publication or other

distribution of research reports, and (2) analyst recommendations and opinions, including,

but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule

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472(f)(4), or any successor provisions or amendments thereto), or such other period as may

be requested by the Company or an underwriter to accommodate regulatory restrictions on

(1) the publication or other distribution of research reports and (2) analyst recommendations

and opinions, including, but not limited to, the restrictions contained in FINRA Rule

2711(f)(4) or NYSE Rule 472(f)(4), or any successor provisions or amendments thereto),

(i) lend; offer; pledge; 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 shares of Common Stock or any securities

convertible into or exercisable or exchangeable (directly or indirectly) for Common Stock

(whether such shares or any such securities are then owned by the Holder or are thereafter

acquired) or (ii) enter into any swap or other arrangement that transfers to another, in whole

or in part, any of the economic consequences of ownership of such securities, whether any

such transaction described in clause (i) or (ii) above is to be settled by delivery of Common

Stock or other securities, in cash, or otherwise. The foregoing provisions of this Section

2.11 shall not apply to the sale of any shares to an underwriter pursuant to an underwriting

agreement, or the transfer of any shares to any trust for the direct or indirect benefit of the

Holder or the immediate family of the Holder, provided that the trustee of the trust agrees

to be bound in writing by the restrictions set forth herein, and provided further that any such

transfer shall not involve a disposition for value, and shall be applicable to the Holders only

if all officers, directors and stockholders individually owning more than one percent (1%)

of the Company’s outstanding Common Stock (after giving effect to conversion into

Common Stock of all outstanding Preferred Stock) are bound by and subject to the same

restrictions. The underwriters in connection with such registration are intended third-party

beneficiaries of this Section 2.11 and shall have the right, power and authority to enforce

the provisions hereof as though they were a party hereto. Each Holder further agrees to

execute such agreements as may be reasonably requested by the underwriters in connection

with such registration that are consistent with this Section 2.11 or that are necessary to give

further effect thereto. Any discretionary waiver or termination of the restrictions of any or

all of such agreements by the Company or the underwriters shall apply pro rata to all Holders

subject to such agreements, based on the number of shares subject to such agreements.

2.12 Restrictions on Transfer.

(a) No shares of Preferred Stock or any Registrable Securities shall be

sold, pledged, or otherwise transferred, and the Company shall not recognize and shall issue stop-

transfer instructions to its transfer agent with respect to any such sale, pledge, or transfer, except

upon the conditions specified in this Agreement, which conditions are intended to ensure

compliance with the provisions of the Securities Act. A transferring Holder will cause any

proposed purchaser, pledgee, or transferee of shares of Preferred Stock or Registrable Securities

held by such Holder to agree to take and hold such securities subject to the provisions and upon

the conditions specified in this Agreement.

(b) Each certificate, instrument, or book entry representing (i) shares of

Preferred Stock, (ii) the Registrable Securities, and (iii) any other securities issued in respect of

the securities referenced in clauses (i) and (ii), upon any stock split, stock dividend,

recapitalization, merger, consolidation, or similar event, shall (unless otherwise permitted by the

provisions of Section 2.12(c)) be notated with a legend substantially in the following form:

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THE SECURITIES REPRESENTED HEREBY HAVE BEEN ACQUIRED FOR

INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE

SECURITIES ACT OF 1933. SUCH SHARES MAY NOT BE SOLD,

PLEDGED, OR TRANSFERRED IN THE ABSENCE OF SUCH

REGISTRATION OR A VALID EXEMPTION FROM THE REGISTRATION

AND PROSPECTUS DELIVERY REQUIREMENTS OF SAID ACT.

THE SECURITIES REPRESENTED HEREBY MAY BE TRANSFERRED

ONLY IN ACCORDANCE WITH THE TERMS OF AN AGREEMENT

BETWEEN THE COMPANY AND THE STOCKHOLDER, A COPY OF

WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.

The Holders consent to the Company making a notation in its records and giving

instructions to any transfer agent of the Restricted Securities in order to implement the restrictions

on transfer set forth in this Section 2.12.

(c) The holder of such Restricted Securities, by acceptance of

ownership thereof, agrees to comply in all respects with the provisions of this Section 2. Before

any proposed sale, pledge, or transfer of any Restricted Securities, unless there is in effect a

registration statement under the Securities Act covering the proposed transaction, the Holder

thereof shall give notice to the Company of such Holder’s intention to effect such sale, pledge, or

transfer. Each such notice shall describe the manner and circumstances of the proposed sale,

pledge, or transfer in sufficient detail and, if reasonably requested by the Company, shall be

accompanied at such Holder’s expense by either (i) a written opinion of legal counsel who shall,

and whose legal opinion shall, be reasonably satisfactory to the Company, addressed to the

Company, to the effect that the proposed transaction may be effected without registration under

the Securities Act; (ii) a “no action” letter from the SEC to the effect that the proposed sale, pledge,

or transfer of such Restricted Securities without registration will not result in a recommendation

by the staff of the SEC that action be taken with respect thereto; or (iii) any other evidence

reasonably satisfactory to counsel to the Company to the effect that the proposed sale, pledge, or

transfer of the Restricted Securities may be effected without registration under the Securities Act,

whereupon the Holder of such Restricted Securities shall be entitled to sell, pledge, or transfer

such Restricted Securities in accordance with the terms of the notice given by the Holder to the

Company. The Company will not require such a legal opinion or “no action” letter (x) in any

transaction in compliance with SEC Rule 144; or (y) in any transaction in which such Holder

distributes Restricted Securities to an Affiliate of such Holder for no consideration; provided that

each transferee agrees in writing to be subject to the terms of this Section 2.12. Each certificate,

instrument, or book entry representing the Restricted Securities transferred as above provided shall

be notated with, except if such transfer is made pursuant to SEC Rule 144, the appropriate

restrictive legend set forth in Section 2.12(b), except that such certificate instrument, or book entry

shall not be notated with such restrictive legend if, in the opinion of counsel for such Holder and

the Company, such legend is not required in order to establish compliance with any provisions of

the Securities Act.

2.13 Termination of Registration Rights. The right of any Holder to

request registration or inclusion of Registrable Securities in any registration pursuant to

Sections 2.1 or 2.2 shall terminate upon the earliest to occur of:

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(a) the closing of a Deemed Liquidation, as such term is defined in the

Certificate of Incorporation;

(b) such time as Rule 144 or another similar exemption under the

Securities Act is available for the sale of all of such Holder’s shares without limitation during a

three-month period without registration; and

(c) the five year anniversary of the IPO.

3. Information Rights.

3.1 Delivery of Financial Statements. The Company shall deliver or

otherwise make available to each Investor, as soon as practicable, but in any event within

sixty (60) days after the end of each fiscal quarter of the Company, an unaudited

conssolidated balance sheet as of the end of such quarter, and unaudited consonsolidated

statements of income and of cash flows for such quarter.

3.2 Termination of Information Rights. The obligation to deliver or

otherwise make available financial statements pursuant to Section 3.1 shall terminate and

be of no further force or effect (i) immediately before the consummation of the IPO, (ii)

when the Company first becomes subject to the periodic reporting requirements of Section

12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation, as such term is

defined in the Certificate of Incorporation, whichever event occurs first.

3.3 Confidentiality. Each Investor agrees that such Investor will keep

confidential and will not disclose, divulge, or use for any purpose (other than to monitor its

investment in the Company) any confidential information obtained from the Company

pursuant to the terms of this Agreement (including notice of the Company’s intention to file

a registration statement), unless such confidential information (a) is known or becomes

known to the public in general (other than as a result of a breach of this Section 3.3 by such

Investor), (b) is or has been independently developed or conceived by the Investor without

use of the Company’s confidential information, or (c) is or has been made known or

disclosed to the Investor by a third party without a breach of any obligation of confidentiality

such third party may have to the Company; provided, however, that an Investor may disclose

confidential information (i) to such Investor’s attorneys, accountants, consultants, and other

professionals to the extent necessary to obtain their services in connection with monitoring

its investment in the Company; (ii) to any prospective purchaser of any Registrable

Securities from such Investor, if such prospective purchaser agrees to be bound by the

provisions of this Section 3.3; (iii) to any Affiliate, partner, member, stockholder, or wholly

owned subsidiary of such Investor in the ordinary course of business, provided that such

Investor informs such Person that such information is confidential and directs such Person

to maintain the confidentiality of such information; or (iv) as may otherwise be required by

law, provided that the Investor promptly notifies the Company of such disclosure and takes

reasonable steps to minimize the extent of any such required disclosure.

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4. Rights to Future Stock Issuances.

4.1 Right of First Offer. Subject to the terms and conditions of this

Section 4.1 and applicable securities laws, if the Company proposes to offer or sell any New

Securities, the Company shall first offer such New Securities to each Major Investor. A

Major Investor shall be entitled to apportion the right of first offer hereby granted to it. in

such proportions as it deems appropriate, among (i) itself and (ii) its Affiliates.

(a) The Company shall give notice (the “Offer Notice”) to each Major

Investor, stating (i) its bona fide intention to offer such New Securities, (ii) the number of such

New Securities to be offered, and (iii) the price and terms, if any, upon which it proposes to offer

such New Securities.

(b) By notification to the Company within fifteen (15) business days

after the Offer Notice is given, each Major Investor may elect to purchase or otherwise acquire, at

the price and on the terms specified in the Offer Notice, up to that portion of such New Securities

which equals the proportion that the Common Stock then held by such Major Investor (including

all shares of Common Stock then issuable (directly or indirectly) upon conversion and/or exercise,

as applicable, of the Preferred Stock and any other Derivative Securities then held by such Major

Investor) bears to the total Common Stock of the Company then outstanding (assuming full

conversion and/or exercise, as applicable, of all Preferred Stock and other Derivative Securities).

At the expiration of such fifteen (15) business day period, the Company shall promptly notify each

Major Investor that elects to purchase or acquire all the shares available to it (each, a “Fully

Exercising Investor”) of any other Major Investor’s failure to do likewise. During the ten (10)

day period commencing after the Company has given such notice, each Fully Exercising Investor

may, by giving notice to the Company, elect to purchase or acquire, in addition to the number of

shares specified above, up to that portion of the New Securities for which Major Investors were

entitled to subscribe but that were not subscribed for by the Major Investors which is equal to the

proportion that the Common Stock issued and held, or issuable (directly or indirectly) upon

conversion and/or exercise, as applicable, of the Preferred Stock and any other Derivative

Securities then held, by such Fully Exercising Investor bears to the Common Stock issued and

held, or issuable (directly or indirectly) upon conversion and/or exercise, as applicable, of the

Preferred Stock and any other Derivative Securities then held, by all Fully Exercising Investors

who wish to purchase such unsubscribed shares. The closing of any sale pursuant to this Section

4.1(b) shall occur within the later of ninety (90) days of the date that the Offer Notice is given and

the date of initial sale of New Securities pursuant to Section 4.1(c).

(c) If all New Securities referred to in the Offer Notice are not elected

to be purchased or acquired as provided in Section 4.1(b), the Company may, during the ninety

(90) day period following the expiration of the periods provided in Section 4.1(b), offer and sell

the remaining unsubscribed portion of such New Securities to any Person or Persons at a price not

less than, and upon terms no more favorable to the offeree than, those specified in the Offer Notice.

If the Company does not enter into an agreement for the sale of the New Securities within such

period, or if such agreement is not consummated within thirty (30) days of the execution thereof,

the right provided hereunder shall be deemed to be revived and such New Securities shall not be

offered unless first reoffered to the Major Investors in accordance with this Section 4.1.

17

(d) The right of first offer in this Section 4.1 shall not be applicable to

(i) Exempted Securities (as defined in the Certificate of Incorporation); (ii) shares of Common

Stock issued in the IPO; and (iii) the issuance and sale of up to 7,000,000 shares of Series A

Preferred Stock, or of Warrants to acquire such shares of Series A Preferred Stock, afte the date of

this Agreement.

(e) Notwithstanding any provision hereof to the contrary, in lieu of

complying with the provisions of this Section 4.1, the Company may elect to give notice to the

Major Investors within thirty (30) days after the issuance of New Securities. Such notice shall

describe the type, price, and terms of the New Securities. Each Major Investor shall have twenty

(20) days from the date notice is given to elect to purchase up to the number of New Securities

that would, if purchased by such Major Investor, maintain such Major Investor’s percentage-

ownership position, calculated as set forth in Section 4.1(b) before giving effect to the issuance of

such New Securities. The closing of such sale shall occur within sixty (60) days of the date notice

is given to the Major Investors.

4.2 Termination. The covenants set forth in Section 4.1 shall terminate

and be of no further force or effect (i) immediately before the consummation of the IPO, (ii)

when the Company first becomes subject to the periodic reporting requirements of Section

12(g) or 15(d) of the Exchange Act, or (iii) upon a Deemed Liquidation as such term is

defined in the Certificate of Incorporation, whichever event occurs first.

5. Miscellaneous.

5.1 Successors and Assigns. The rights under this Agreement may be

assigned (but only with all related obligations) by a Holder to a transferee of Registrable

Securities that (i) is an Affiliate of a Holder; (ii) is a Holder’s Immediate Family Member

or trust for the benefit of an individual Holder or one or more of such Holder’s Immediate

Family Members; or (iii) after such transfer, holds at least 1,000,000 shares of Registrable

Securities (subject to appropriate adjustment for stock splits, stock dividends, combinations,

and other recapitalizations occurring after the date hereof); provided, however, that (x) the

Company is, within a reasonable time after such transfer, furnished with written notice of

the name and address of such transferee and the Registrable Securities with respect to which

such rights are being transferred; and (y) such transferee agrees in a written instrument

delivered to the Company to be bound by and subject to the terms and conditions of this

Agreement, including the provisions of Section 2.11. For the purposes of determining the

number of shares of Registrable Securities held by a transferee, the holdings of a transferee

(1) that is an Affiliate or stockholder of a Holder; (2) who is a Holder’s Immediate Family

Member; or (3) that is a trust for the benefit of an individual Holder or such Holder’s

Immediate Family Member shall be aggregated together and with those of the transferring

Holder; provided further that all transferees who would not qualify individually for

assignment of rights shall have a single attorney-in-fact for the purpose of exercising any

rights, receiving notices, or taking any action under this Agreement. The terms and

conditions of this Agreement inure to the benefit of and are binding upon the respective

successors and permitted assignees of the parties. Nothing in this Agreement, express or

implied, is intended to confer upon any party other than the parties hereto or their respective

18

successors and permitted assignees any rights, remedies, obligations or liabilities under or

by reason of this Agreement, except as expressly provided herein.

5.2 Governing Law. This Agreement shall be governed by the internal

law of the State of Delaware, without regard to conflicts of law principles.

5.3 Counterparts. This Agreement may be executed in two (2) or more

counterparts, each of which shall be deemed an original, but all of which together shall

constitute one and the same instrument. Counterparts may be delivered via facsimile,

electronic mail (including pdf or any electronic signature complying with the U.S. federal

ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any

counterpart so delivered shall be deemed to have been duly and validly delivered and be

valid and effective for all purposes.

5.4 Titles and Subtitles. The titles and subtitles used in this Agreement

are for convenience only and are not to be considered in construing or interpreting this

Agreement.

5.5 Notices. All notices and other communications given or made

pursuant to this Agreement shall be in writing and shall be deemed effectively given upon

the earlier of actual receipt or (i) personal delivery to the party to be notified; (ii) when sent,

if sent by electronic mail or facsimile during the recipient’s normal business hours, and if

not sent during normal business hours, then on the recipient’s next business day; (iii) five

(5) days after having been sent by registered or certified mail, return receipt requested,

postage prepaid; or (iv) one (1) business day after the business day of deposit with a

nationally recognized overnight courier, freight prepaid, specifying next-day delivery, with

written verification of receipt. All communications shall be sent to the respective parties at

their addresses as set forth on Schedule A or Schedule B (as applicable) hereto, or to the

principal office of the Company and to the attention of the Chief Executive Officer, in the

case of the Company, or to such email address, facsimile number, or address as subsequently

modified by written notice given in accordance with this Section 5.5. If notice is given to

the Company, a copy shall also be sent to Michael Dunn, Esq., Phillips & Reiter, PLLC, 6805

N. Capital of Texas Highway, Suite 318, Austin, Texas 78731.

5.6 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 Company and the holders of a majority of the Registrable Securities then

outstanding; provided that the Company may in its sole discretion waive compliance with

Section 2.12(c) (and the Company’s failure to object promptly in writing after notification

of a proposed assignment allegedly in violation of Section 2.12(c) shall be deemed to be a

waiver); and provided further that any provision hereof may be waived by any waiving party

on such party’s own behalf, without the consent of any other party. Notwithstanding the

foregoing, this Agreement may not be amended or terminated and the observance of any

term hereof may not be waived with respect to any Investor without the written consent of

such Investor, unless such amendment, termination, or waiver applies to all Investors in the

same fashion (it being agreed that a waiver of the provisions of Section 4 with respect to a

19

particular transaction shall be deemed to apply to all Investors in the same fashion if such

waiver does so by its terms, notwithstanding the fact that certain Investors may nonetheless,

by agreement with the Company, purchase securities in such transaction). The Company

shall give prompt notice of any amendment or termination hereof or waiver hereunder to

any party hereto that did not consent in writing to such amendment, termination, or waiver.

Any amendment, termination, or waiver effected in accordance with this Section 5.6 shall

be binding on all parties hereto, regardless of whether any such party has consented thereto.

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.

5.7 Severability. In case any one or more of the provisions contained in

this Agreement is for any reason held to be invalid, illegal or unenforceable in any respect,

such invalidity, illegality, or unenforceability shall not affect any other provision of this

Agreement, and such invalid, illegal, or unenforceable provision shall be reformed and

construed so that it will be valid, legal, and enforceable to the maximum extent permitted

by law.

5.8 Aggregation of Stock. All shares of Registrable Securities held or

acquired by Affiliates shall be aggregated together for the purpose of determining the

availability of any rights under this Agreement and such Affiliated persons may apportion

such rights as among themselves in any manner they deem appropriate.

5.9 Additional Investors. Notwithstanding anything to the contrary

contained herein, if the Company issues additional shares of Series A Preferred Stock, or

Warrants to purchase shares of Series A Preferred Stock, after the date hereof, the purchaser

of such shares of Series A Preferred Stock or recipient of such Warrants, as the case may

be, may become a party to this Agreement by executing and delivering an additional

counterpart signature page to this Agreement or an Adoption Agreement agreeing to be

bound by this Agreement as an “Investor” hereunder, and thereafter shall be deemed an

“Investor” for all purposes hereunder. No action or consent by the Investors shall be

required for such joinder to this Agreement by such additional Investor, so long as such

additional Investor has agreed in writing to be bound by all of the obligations as an

“Investor” hereunder.

5.10 Entire Agreement. This Agreement (including any Schedules and

Exhibits hereto) 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, including, without

limitation, the Prior IRA Agreement, is expressly canceled and of no further force or effect.

5.11 Dispute Resolution. The parties (a) hereby irrevocably and

unconditionally submit to the jurisdiction of the state courts of Delaware and to the

jurisdiction of the United States District Court for the District of Delaware for the purpose

of any suit, action or other proceeding arising out of or based upon this Agreement, (b) agree

not to commence any suit, action or other proceeding arising out of or based upon this

Agreement except in the state courts of Delaware or the United States District Court for the

20

District of Delaware, and (c) hereby waive, and agree not to assert, by way of motion, as a

defense, or otherwise, in any such suit, action or proceeding, 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 suit, action or proceeding is brought in an

inconvenient forum, that the venue of the suit, action or proceeding is improper or that this

Agreement or the subject matter hereof may not be enforced in or by such court.

WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY

TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS

AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR THE

SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS

INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE

FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS

TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT

CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER

COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY

DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT

BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER

WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER

WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND

VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION

WITH LEGAL COUNSEL.

5.12 Delays or Omissions. No delay or omission to exercise any right,

power, or remedy accruing to any party under this Agreement, upon any breach or default

of any other party under this Agreement, shall impair any such right, power, or remedy of

such nonbreaching or nondefaulting party, nor shall it be construed to be a waiver of or

acquiescence to any such breach or default, or to any similar breach or default thereafter

occurring, nor shall any waiver of any single breach or default be deemed a waiver of any

other breach or default theretofore or thereafter occurring. All remedies, whether under this

Agreement or by law or otherwise afforded to any party, shall be cumulative and not

alternative.

[Remainder of Page Intentionally Left Blank]

SIGNATURE PAGE TO AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amended and Restated

Investors’ Rights Agreement as of the date first written above.


By:

Jan Goetgeluk,

Chief Executive Officer

INVESTORS:

Signatures Incorporated by Reference from the

Adoption Agreement Signed by the Holders of a

Majority of the Series Seed Preferred Stock and

Series 2 Seed Preferred Stock that are Parties to

the Prior IRA Agreement.

Signatures of Holders of Series A Preferred

Stock Are Incorporated by Reference from the

Subscription Agreements Relating to Their

Purchase of Series A Preferred Stock (Per

Section 2 Thereof).

SCHEDULE A

Investors

RADICAL INVESTMENTS LP

c/o Radical Investments Management LLC

5424 Deloache Avenue

Dallas, Texas 75220

Attention: President

Fax: (214) 696-6310

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

Robert S. Hart


Dallas, Texas 75220

Fax: (214) 696-3380

MAVERON EQUITY PARTNERS V, LP

411 1st Avenue South, Suite 600

Seattle, Washington 98104

MAVERON V ENTREPRENEUR’S FUND, LP



MEP ASSOCIATES V, LP



SKM PARTNERSHIP, LTD.

5621 Tuppor Lake Drive

Houston, Texas 77050

KEITH A. KREUER

18701 East Cool Breeze Lane

Montgomery, Texas 77356

DOUGLAS J. ERWIN

4 Briarwood Court


TEKTON VENTURES LLC

50 California Street, Suite 3200

San Francisco, California 94111

SCHEDULE A

Investors (continued)

STARTCAPS SL

Calle General Arrando 9 BIS

Madrid, Spain 28010

MICHAEL MCGOVERN

18 Berkley Highway

The Woodlands, Texas 77385

ANTONIE WOBBE PLOEGSMA

One Waterway Court, 6E


BERNARD GOETGELUK

Bergstraat 42

Merelbeke

9820 Belgium

BHV ENTREPRENEURSHIP FUND II, LP

275 Greenwich Street, #5A

New York, New York 10007

QUEENSBRIDGE FUND I, L.P.

1801 Century Park East, Suite 1132

Los Angeles, California 90067

UGO DE CHARETTE

South Ridge 1, unit 2101

Downtown Burj Khalifa

Dubai

Dubai, 214967

United Arab Emirates

VESTCESS, LLC

Attention: Federico Gonzalez, President

9400 Bamboo Road


DAVID ROWE

42 arkwright road

London,

England, nw36bh

United Kingdom

SWAD 1608 LTD.

Attention: Arthur Sharplin, Trustee of SWAD Management Trust

3205 Aztec Fall Cove

Austin, Texas 78746

SCHEDULE A


GREGORY NOVAK

1000 Louisiana Street, Fifty Third Floor


Fax: (210) 860-9252

STEPHEN COOK

1503 Sheltons Bend Court


MICHAEL JONES

313 Lakeside Lane


FOUR WINDS CAPITAL LP

Attention: Samuel Goodner, Manager

3400 Woodcutters Way

Austin, Texas 78746

COLTON BAKER JACOBS REVOCABLE LIVING TRUST

Attention: Colton Jacobs, Trustee

5931 Darwin Court

Carlsbad, California 92008

S&H CAPITAL INVESTMENT HOLDINGS, LP

Attention: Hayden Hill, Manager

P.O. Box 40792


SEEDINVEST HOLDINGS I, LLC, VIRTUIX SERIES ONLY

P.O. Box 171305

Salt Lake City, Utah 84117

SCENTAN VENTURE PARTNERS LIMITED

1903 World Wide House

19 Des Voeux Road

Central HK

YOSHIAKI MURAKAMI

6 Cuscaden Walk #94-02

The Boulevard Residences

Singapore

SSSS INVESTMENT LLC

9036 Marlive Lane


SCHEDULE A


JOHN BESS LLC

3 Wyndmere Lane

Mendham, New Jersey 07945

ROBERT W. MARK

1100 Louisiana, Suite 4800


2020 VENTURES, LP

121 Deer Hollow Road

San Anselmo, California 94960

STEPHEN CARPENTER

6067 Post Oak Green Lane


JONATHAN R. HARMS

1837 Dart Street


GERALD FALLS

P.O. Box 2202

Cypress, Texas 77410

VIKA GUPTA

5035 Yarwell Drive


DANIEL JONES

716 S. Overlook Drive

Alexandria, Virginia 22305

H. ALBERT NAPIER

193 W. Ledge Stone Drive

Fredericksburg, Texas 78624

VENTURE LENDING & LEASING VII, LLC

104 La Mesa Drive

Portola Valley, California 94028

SCHEDULE A


WAUTER HELLEBUYCK & JASMIEN DECLERCQ

Gansetek Straat

9686 Etikhove, Belgium

THIRD COAST VR, LLC

_________________________

_________________________

_________________________

VIRTUIX SERIES 2 SEED INVESTMENT LLC

P.O. Box 171305


RANDY B. CRATH

15 Courtlandt Place


451 WE VIRTUIX LLC

_________________________

_________________________

_________________________

WALDEN WOODS HOLDINGS LLC

889 Tanglewood Drive

Concord, Massachusetts 01742

WEFUNDS LLC, WEFUNDS VIRTUIX I

__________________________

__________________________

__________________________


RIGHT OF FIRST REFUSAL AGREEMENT

THIS AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AGREEMENT

(this “Agreement”), is made as of the 10th 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.

R E C I T A L S:

A. The Company, the Investors in the Company’s Series Seed Preferred Stock and

Series 2 Seed Preferred Stock listed on Schedule A thereto, and the holders of the Company’s

Common Stock listed on Schedule B thereto are parties to the Right of First Refusal Agreement

dated as of April 7, 2014, as amended by Amendment No. 1 to Right of First Refusal Agreement

dated as of December 3, 2014 (as so amended, the “Prior RoFR Agreement”).

B. The Prior RoFR Agreement provides that it may only be amended or modified by

a written instrument executed by the Company, Key Holders holding a majority of the shares of

Transfer Stock then held by all of the Key Holders who are then providing services to the

Company as officers, employees or consultants, and Investors holding a majority of the Common

Stock issuable or issued upon conversion of the Series Seed Preferred Stock and Series 2 Seed

Preferred Stock of the Company.

C. The Investors executing this Agreement hold a majority of the Common Stock

issuable or issued upon conversion of the Series Seed Preferred Stock and Series 2 Seed

Preferred Stock of the Company; and the Key Holders executing this Amendment hold more

than a majority of the shares of Transfer Stock held by all of the Key Holders who are currently

providing services to the Company as officers, employees or consultants.

D. On and after the date hereof, the Company intends to sell shares of its Series A

Preferred Stock, par value $0.001 per share, of the Company (the “Series A Preferred Stock”) to

new and current investors in the Company (collectively, the “Series A Investors”).

E. As a condition to each Series A Investor’s purchase of shares of Series A

Preferred Stock, the Company, the current Investors executing this Agreement, and the Key

Holders have agreed to enter into this Agreement with each of the Series A Investors.

F. The parties hereto desire to amend and restate the Prior RoFR Agreement in its

entirety by this Agreement so as to afford the Series A Investors with the first refusal rights

provided for herein.

AGREEMENT

NOW, THEREFORE, in consideration of the premises and other good and valuable

consideration, the receipt and sufficiency of which are hereby acknowledged, the Company, the

Key Holders and the Investors agree as follows:

2

1. Definitions.

1.1 “Affiliate” means, with respect to any specified Investor, any other

Investor who directly or indirectly, controls, is controlled by or is under common control with

such Investor, including, without limitation, any general partner, managing member, officer or

director of such Investor, or any venture capital fund now or hereafter existing which is

controlled by one or more general partners or managing members of, or shares the same

management company with, such Investor.

1.2 “Capital Stock” means (a) shares of Preferred Stock, (b) shares of

Common Stock, whether now outstanding or hereafter issued in any context, including, without

limitation, upon the conversion of shares of Preferred Stock, and (c) shares of Common Stock

issued or issuable upon exercise or conversion, as applicable, of stock options, warrants or other

convertible securities of the Company, in each case now owned or subsequently acquired by any

Key Holder, any Investor, or their respective successors or permitted transferees or assigns. For

purposes of the number of shares of Capital Stock held by an Investor or Key Holder (or any

other calculation based thereon), all shares of Preferred Stock shall be deemed to have been

converted into Common Stock at the then-applicable conversion ratio.

1.3 “Change of Control” means a transaction or series of related transactions

in which a person, or a group of related persons, acquires from stockholders of the Company

shares representing more than fifty percent (50%) of the outstanding voting power of the

Company.

1.4 “Common Stock” means shares of Common Stock of the Company,

$0.001 par value per share.

1.5 “Company Notice” means a written notice from the Company notifying

the selling Key Holder that the Company intends to exercise its Right of First Refusal as to some

or all of the Transfer Stock with respect to any Proposed Key Holder Transfer.

1.6 “Investor Notice” means a written notice from an Investor notifying the

Company and the selling Key Holder that such Investor intends to exercise its Secondary Refusal

Right as to a portion of the Transfer Stock with respect to any Proposed Key Holder Transfer.

1.7 “Investors” means the persons named on Schedule A hereto, each person

to whom the rights of an Investor are assigned pursuant to Section 7.9, and each person who

hereafter becomes a signatory to this Agreement pursuant to Sections 7.8 and 7.11, as the context

may require.

1.8 “Key Holders” means the persons named on Schedule B hereto, each

person to whom the rights of a Key Holder are assigned pursuant to Section 3, and each person

who hereafter becomes a signatory to this Agreement as a “Key Holder” as a condition to such

person becoming a stockholder of the Company, as the context may require

1.9 “Preferred Stock” means, collectively, shares of the Company’s Series

Seed Preferred Stock, Series 2 Seed Preferred Stock and Series A Preferred Stock.

3

1.10 “Proposed Key Holder Transfer” means any assignment, sale, offer to

sell, pledge, mortgage, hypothecation, encumbrance, disposition of or any other like transfer or

encumbering of any Transfer Stock (or any interest therein) proposed by any of the Key Holders.

1.11 “Proposed Transfer Notice” means written notice from a Key Holder

setting forth the terms and conditions of a Proposed Key Holder Transfer.

1.12 “Prospective Transferee” means any person to whom a Key Holder

proposes to make a Proposed Key Holder Transfer.

1.13 “Restated Certificate” means the Company’s Third Amended and

Restated Certificate of Incorporation, as in effect on the date hereof and as the same may

hereafter be amended from time to time.

1.14 “Right of First Refusal” means the right, but not an obligation, of the

Company, or its permitted transferees or assigns, to purchase some or all of the Transfer Stock

with respect to a Proposed Key Holder Transfer, on the terms and conditions specified in the

Proposed Transfer Notice.

1.15 “Secondary Notice” means a written notice from the Company notifying

the Investors and the selling Key Holder that the Company does not intend to exercise its Right

of First Refusal as to all shares of Transfer Stock with respect to any Proposed Key Holder

Transfer.

1.16 “Secondary Refusal Right” means the right, but not an obligation, of each

Investor to purchase up to its pro rata portion (based upon the total number of shares of Capital

Stock then held by all Investors) of any Transfer Stock not purchased by the Company pursuant

to its Right of First Refusal, on the terms and conditions specified in the Proposed Transfer

Notice.

1.17 “Transfer Stock” means shares of Capital Stock owned by a Key Holder

as of the date hereof, or issued to a Key Holder after the date hereof (including, without

limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or

the like).

1.18 “Undersubscription Notice” means written notice from an Investor

notifying the Company and the selling Key Holder that such Investor intends to exercise its

option to purchase all or any portion of the Transfer Stock not purchased pursuant to the

Secondary Refusal Right.

2. Agreement Among the Company, the Investors and the Key Holders.

2.1 Right of First Refusal by Key Holders.

(a) Grant. Each Key Holder hereby unconditionally and irrevocably

grants to the Company a Right of First Refusal to purchase all or any portion of Transfer Stock that

such Key Holder may propose to transfer in a Proposed Key Holder Transfer, at the same price and

on the same terms and conditions as those offered to the Prospective Transferee.

4

(b) Notice. Each Key Holder proposing to make a Proposed Key

Holder Transfer must deliver a Proposed Transfer Notice to the Company and each of the Investors

not later than forty-five (45) days prior to the consummation of such Proposed Key Holder

Transfer. Such Proposed Transfer Notice shall contain the material terms and conditions

(including price and form of consideration) of the Proposed Key Holder Transfer, the identity of

the Prospective Transferee and the intended date of the Proposed Key Holder Transfer. To

exercise its Right of First Refusal under this Section 2, the Company must deliver a Company

Notice to the selling Key Holder within fifteen (15) days after delivery of the Proposed Transfer

Notice.

(c) Grant of Secondary Refusal Right to Investors. Each Key Holder

hereby unconditionally and irrevocably grants to the Investors a Secondary Refusal Right to

purchase all or any portion of the Transfer Stock not purchased by the Company pursuant to the

Right of First Refusal, as provided in this Section 2.1(c). If the Company does not intend to

exercise its Right of First Refusal with respect to all Transfer Stock subject to a Proposed Key

Holder Transfer, the Company must deliver a Secondary Notice to the selling Key Holder and to

each Investor to that effect no later than fifteen (15) days after the selling Key Holder delivers the

Proposed Transfer Notice to the Company. To exercise its Secondary Refusal Right, an Investor

must deliver an Investor Notice to the selling Key Holder and the Company within ten (10) days

after the Company’s deadline for its delivery of the Secondary Notice as provided in the preceding

sentence.

(d) Undersubscription of Transfer Stock. If options to purchase have

been exercised by the Company and the Investors with respect to some but not all of the Transfer

Stock by the end of the ten (10) day period specified in the last sentence of Section 2.1(c) (the

“Investor Notice Period”), then the Company shall, immediately after the expiration of the

Investor Notice Period, send written notice (the “Company Undersubscription Notice”) to those

Investors who fully exercised their Secondary Refusal Right within the Investor Notice Period (the

“Exercising Investors”). Each Exercising Investor shall, subject to the provisions of this Section

2.1(d), have an additional option to purchase all or any part of the balance of any such remaining

unsubscribed shares of Transfer Stock on the terms and conditions set forth in the Proposed

Transfer Notice. To exercise such option, an Exercising Investor must deliver an

Undersubscription Notice to the selling Key Holder and the Company within ten (10) days after

the expiration of the Investor Notice Period. In the event there are two (2) or more such Exercising

Investors that choose to exercise the last-mentioned option for a total number of remaining shares

in excess of the number available, the remaining shares available for purchase under this Section

2.1(d) shall be allocated to such Exercising Investors pro rata based on the number of shares of

Transfer Stock such Exercising Investors have elected to purchase pursuant to the Secondary

Refusal Right (without giving effect to any shares of Transfer Stock that any such Exercising

Investor has elected to purchase pursuant to the Company Undersubscription Notice). If the

options to purchase the remaining shares are exercised in full by the Exercising Investors, the

Company shall immediately notify all of the Exercising Investors and the selling Key Holder of

that fact.

(e) Consideration; Closing. If the consideration proposed to be paid

for the Transfer Stock is in property, services or other non-cash consideration, the fair market

value of the consideration shall be as determined in good faith by the Company’s Board of

5

Directors and as set forth in the Company Notice. If the Company or any Investor cannot for any

reason pay for the Transfer Stock in the same form of non-cash consideration, the Company or

such Investor may pay the cash value equivalent thereof, as determined in good faith by the Board

of Directors and as set forth in the Company Notice. The closing of the purchase of Transfer Stock

by the Company and the Investors shall take place, and all payments from the Company and the

Investors shall have been delivered to the selling Key Holder, by the later of (i) the date specified

in the Proposed Transfer Notice as the intended date of the Proposed Key Holder Transfer; and (ii)

forty-five (45) days after delivery of the Proposed Transfer Notice.

2.2 [Intentionally Omitted].

2.3 Effect of Failure to Comply.

(a) Transfer Void; Equitable Relief. Any Proposed Key Holder

Transfer not made in compliance with the requirements of this Agreement shall be null and void

ab initio, shall not be recorded on the books of the Company or its transfer agent and shall not be

recognized by the Company. Each party hereto acknowledges and agrees that any breach of this

Agreement would result in substantial harm to the other parties hereto for which monetary

damages alone could not adequately compensate. Therefore, the parties hereto unconditionally

and irrevocably agree that any non-breaching party hereto shall be entitled to seek protective

orders, injunctive relief and other remedies available at law or in equity (including, without

limitation, seeking specific performance or the rescission of purchases, sales and other transfers of

Transfer Stock not made in strict compliance with this Agreement).

(b) Violation of Refusal Rights. If any Key Holder becomes obligated

to sell any Transfer Stock to the Company or any Investor under this Agreement and fails to

deliver such Transfer Stock in accordance with the terms of this Agreement, the Company and/or

any such Investors may, at its option, in addition to all other remedies it may have, send to such

Key Holder the purchase price for such Transfer Stock as is herein specified and transfer to the

name of the Company or such Investor (or request that the Company effect such transfer in the

name of an Investor) on the Company’s books any certificates, instruments, or book entry

representing the Transfer Stock to be sold.

3. Exempt Transfers.

3.1 Exempted Transfers. Notwithstanding the foregoing or anything to the

contrary herein, the provisions of Section 2.1 shall not apply (a) in the case of a Key Holder that

is an entity, upon a transfer by such Key Holder to its stockholders, members, partners or other

equity holders; (b) to a repurchase of Transfer Stock from a Key Holder by the Company at a

price no greater than that originally paid by such Key Holder for such Transfer Stock and

pursuant to an agreement containing vesting and/or repurchase provisions approved by a

majority of the Board of Directors; (c) to a pledge of Transfer Stock that creates a mere security

interest in the pledged Transfer Stock, provided that the pledgee thereof agrees in writing in

advance to be bound by and comply with all applicable provisions of this Agreement to the same

extent as if it were the Key Holder making such pledge; or (d) in the case of a Key Holder that is

a natural person, upon a transfer of Transfer Stock by such Key Holder made for bona fide estate

planning purposes, either during his or her lifetime or on death by will or intestacy to his or her

6

spouse, child (natural or adopted), or any other direct lineal descendant of such Key Holder (or

his or her spouse) (all of the foregoing collectively referred to as “Family Members”), or any

other person approved by the Board of Directors of the Company, or any custodian or trustee of

any trust, partnership or limited liability company for the benefit of, or the ownership interests of

which are owned wholly by such Key Holder or any such family members; provided that in the

case of clause(s) (a), (c), or (d), the Key Holder shall deliver prior written notice to the Company

at least ten (10) days prior to effecting such pledge, gift or transfer, such shares of Transfer Stock

shall at all times remain subject to the terms and restrictions set forth in this Agreement, and such

transferee shall, as a condition to the receipt of such pledge, gift or transfer, deliver a counterpart

signature page to this Agreement as confirmation that such transferee shall be bound by all the

terms and conditions of this Agreement as a Key Holder (but only with respect to the securities

so transferred to the transferee), including the obligations of a Key Holder with respect to

Proposed Key Holder Transfers of such Transfer Stock pursuant to Section 2.1.

3.2 Exempted Offerings. Notwithstanding the foregoing or anything to the

contrary herein, the provisions of Section 2 shall not apply to the sale of any Transfer Stock (a)

to the public in an offering pursuant to an effective registration statement under the Securities

Act of 1933, as amended (a “Public Offering”); or (b) pursuant to a Deemed Liquidation (as

defined in the Restated Certificate).

4. Legend. Each certificate, instrument, or book entry representing shares of

Transfer Stock held by the Key Holders or issued to any permitted transferee in connection with

a transfer permitted by Section 3 hereof shall be notated with the following legend:

THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES

REPRESENTED HEREBY IS SUBJECT TO, AND IN CERTAIN CASES

PROHIBITED BY, THE TERMS AND CONDITIONS OF A CERTAIN RIGHT OF

FIRST REFUSAL AGREEMENT BY AND AMONG THE STOCKHOLDER, THE

CORPORATION AND CERTAIN OTHER HOLDERS OF STOCK OF THE

CORPORATION. COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON

WRITTEN REQUEST TO THE SECRETARY OF THE CORPORATION.

Each Key Holder agrees that the Company may instruct its transfer agent to impose transfer

restrictions on the shares notated with the legend referred to in this Section 4 above to enforce

the provisions of this Agreement, and the Company agrees to promptly do so. The legend shall

be removed upon termination of this Agreement at the request of the holder.

5. Lock-Up.

5.1 Agreement to Lock-Up. Each Key Holder hereby agrees that it will not,

without the prior written consent of the managing underwriter, during the period commencing on

the date of the final prospectus relating to the Company’s initial public offering (the “IPO”) and

ending on the date specified by the Company and the managing underwriter (such period not to

exceed one hundred eighty (l80) days), or such other period as may be requested by the

Company or an underwriter to accommodate regulatory restrictions on (1) the publication or

other distribution of research reports; and (2) analyst recommendations and opinions, including,

but not limited to, the restrictions contained in FINRA Rule 2711(f)(4) or NYSE Rule 472(f)(4),

7

or any successor provisions or amendments thereto), (a) lend, offer, pledge, 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 shares

of Capital Stock held immediately prior to the effectiveness of the registration statement for the

IPO; or (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 Capital Stock, whether any such

transaction described in clause (a) or (b) above is to be settled by delivery of Capital Stock or

other securities, in cash or otherwise. The foregoing provisions of this Section 5 shall not apply

to the sale of any shares to an underwriter pursuant to an underwriting agreement, and shall only

be applicable to the Key Holders if all officers, directors and holders of more than one percent

(1%) of the outstanding Common Stock (after giving effect to the conversion into Common

Stock of all outstanding Preferred Stock) enter into similar agreements. The underwriters in

connection with the IPO are intended third-party beneficiaries of this Section 5 and shall have

the right, power and authority to enforce the provisions hereof as though they were a party

hereto. Each Key Holder further agrees to execute such agreements as may be reasonably

requested by the underwriters in the IPO that are consistent with this Section 5 or that are

necessary to give further effect thereto.

5.2 Stop Transfer Instructions. In order to enforce the foregoing covenant, the

Company may impose stop-transfer instructions with respect to the shares of Capital Stock of

each Key Holder (and transferees and assignees thereof) until the end of such restricted period.

6. Drag-Along Rights.

6.1 Definitions. For purposes of this Section 6, a “Sale of the Company”

shall mean either a Change of Control or (b) any other transaction that qualifies as a “Deemed

Liquidation” as defined in the Restated Certificate.

6.2 Actions to be Taken. In the event that (i) the Board of Directors of the

Company, (ii) the holders of at least 66.67% of the then outstanding shares of Common Stock,

voting as a separate class of shares from all other issued and outstanding series and classes of

Capital Stock (the “Electing Common Holders”), and (iii) the holders of a majority of the issued

and outstanding shares of Preferred Stock, voting together as a single class on an as-converted-to

Common Stock basis (the “Electing Preferred Holders”; and collectively with the Electing

Common Holders, the “Electing Holders”), approve a Sale of the Company in writing,

specifying that this Section 6 shall apply to such transaction, then each Key Holder, each

Investor and the Company hereby agree to the following:

(a) if such transaction requires stockholder approval, with respect to

all shares of Capital Stock that such Key Holder or Investor owns or over which such Key Holder

or Investor otherwise exercises voting power, to vote (in person, by proxy or by action by written

consent, as applicable) all such shares of Capital Stock in favor of, and adopt, such Sale of the

Company (together with any related amendment to the Restated Certificate required in order to

implement such Sale of the Company) and to vote in opposition to any and all other proposals that

could reasonably be expected to delay or impair the ability of the Company to consummate such

Sale of the Company;

8

(b) if such transaction is to be consummated as a stock sale, to sell the

same proportion of shares of Capital Stock beneficially held by such Key Holder or Investor as is

being sold by the Electing Holders to the person to whom the Electing Holders propose to sell their

shares of Capital Stock, and, except as permitted in Section 6.3 below, on the same terms and

conditions as the Electing Holders;

(c) to execute and deliver all related documentation and take such

other action in support of the Sale of the Company as shall reasonably be requested by the

Company or the Electing Holders in order to carry out the terms and provision of this Section 6,

including, without limitation, executing and delivering instruments of conveyance and transfer,

and any purchase agreement, merger agreement, indemnity agreement, escrow agreement, consent,

waiver, governmental filing, share certificates duly endorsed for transfer (free and clear of

impermissible liens, claims and encumbrances), and any similar or related documents;

(d) not to deposit, and to cause their Affiliates not to deposit, except as

provided in this Agreement, any shares of Capital Stock owned by such party or Affiliate in a

voting trust or subject any shares of Capital Stock to any arrangement or agreement with respect to

the voting of such shares, unless specifically requested to do so by the acquiror in connection with

the Sale of the Company;

(e) to refrain from exercising any dissenters’ rights or rights of

appraisal under applicable law at any time with respect to such Sale of the Company;

(f) if the consideration to be paid in exchange for the shares of Capital

Stock pursuant to this Section 6 includes any securities and due receipt thereof by any Key Holder

or Investor would require under applicable law (x) the registration or qualification of such

securities or of any person as a broker or dealer or agent with respect to such securities; or (y) the

provision to any Key Holder or Investor of any information other than such information as a

prudent issuer would generally furnish in an offering made solely to “accredited investors” as

defined in Regulation D promulgated under the Securities Act of 1933, as amended, the Company

may cause to be paid to any such Key Holder or Investor in lieu thereof, against surrender of the

shares of Capital Stock which would have otherwise been sold by such Key Holder or Investor, an

amount in cash equal to the fair value (as determined in good faith by the Company) of the

securities which such Key Holder or Investor would otherwise receive as of the date of the

issuance of such securities in exchange for such shares of Capital Stock; and

(g) in the event that the Electing Holders, in connection with such Sale

of the Company, appoint a stockholder representative (the “Stockholder Representative”) with

respect to matters affecting the Key Holders and Investors under the applicable definitive

transaction agreements following consummation of such Sale of the Company, (x) to consent to (i)

the appointment of such Stockholder Representative, (ii) the establishment of any applicable

escrow, expense or similar fund in connection with any indemnification or similar obligations, and

(iii) the payment of such Key Holder’s or Investor’s pro rata portion (from the applicable escrow

or expense fund or otherwise) of any and all reasonable fees and expenses to such Stockholder

Representative in connection with such Stockholder Representative’s services and duties in

connection with such Sale of the Company and its related service as the representative of the Key

Holders and Investor, and (y) not to assert any claim or commence any suit against the Stockholder

9

Representative or any other Key Holder or Investor with respect to any action or inaction taken or

failed to be taken by the Stockholder Representative in connection with its service as the

Stockholder Representative, absent fraud or willful misconduct.

6.3 Exceptions. Notwithstanding the foregoing, each Key Holder and Investor

will not be required to comply with Section 6.2 above in connection with any proposed Sale of

the Company (the “Proposed Sale”), unless:

(a) any representations and warranties to be made by such Key Holder

or Investor in connection with the Proposed Sale are limited to representations and warranties

related to authority, ownership and the ability to convey title to such shares of Capital Stock,

including, but not limited to, representations and warranties that (i) such Key Holder or Investor

holds all right, title and interest in and to the shares of Capital Stock that such Key Holder or

Investor purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of such

Key Holder or Investor in connection with the transaction have been duly authorized, if applicable,

(iii) the documents to be entered into by such Key Holder or Investor have been duly executed by

such Key Holder or Investor and delivered to the acquiror and are enforceable against such Key

Holder or Investor in accordance with their respective terms; and (iv) neither the execution and

delivery of documents to be entered into in connection with the transaction, nor the performance of

such Key Holder’s or Investor’s obligations thereunder, will cause a breach or violation of the

terms of any agreement, law or judgment, order or decree of any court or governmental agency

applicable to such Key Holder or Investor;

(b) such Key Holder or Investor shall not be liable for the inaccuracy

of any representation or warranty made by any other party in connection with the Proposed Sale,

other than the Company but solely to the extent that funds may be paid out of an escrow

established to cover breach of representations, warranties and covenants of the Company;

(c) the liability for indemnification, if any, of such Key Holder or

Investor in the Proposed Sale and for the inaccuracy of any representations and warranties made by

the Company or its stockholders in connection with such Proposed Sale, is several and not joint

with any other person or party (except to the extent that funds may be paid out of an escrow

established to cover breach of representations, warranties and covenants of the Company) and is

pro rata in proportion to, and does not exceed, the amount of consideration paid to such Key

Holder or Investor in connection with such Proposed Sale;

(d) upon the consummation of the Proposed Sale (i) each holder of

each class or series of the Company’s stock will receive the same form of consideration for their

shares of such class or series as is received by other holders in respect of their shares of such same

class or series of stock, (ii) each holder of each series of the Preferred Stock will receive the same

amount of consideration per share with respect to such series of the Preferred Stock as is received

by the other holders of the same series of the Preferred Stock, (iii) each holder of Common Stock

will receive the same amount of consideration per share of Common Stock as is received by other

holders in respect of their shares of Common Stock, and (iv) the aggregate consideration

receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the

holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences

to which the holders of Preferred Stock and the holders of Common Stock are entitled in a Deemed

10

Liquidation (assuming for this purpose that the Proposed Sale is a Deemed Liquidation) in

accordance with the Restated Certificate in effect immediately prior to the Proposed Sale;

provided, however, that, notwithstanding the foregoing, if the consideration to be paid in exchange

for the shares of Capital Stock held by a Key Holder or Investor, as applicable, pursuant to this

Section 6.3(d) includes any securities, and the due receipt thereof by any Key Holder or Investor

would require under applicable law (x) the registration or qualification of such securities or of any

person as a broker or dealer or agent with respect to such securities; or (y) the provision to any Key

Holder or Investor of any information other than such information as a prudent issuer would

generally furnish in an offering made solely to “accredited investors” as defined in Regulation D

promulgated under the Securities Act of 1933, as amended, the Company may cause to be paid to

any such Key Holder or Investor in lieu thereof, against surrender of the shares of Capital Stock

held by such Key Holder or Investor, as applicable, which would have otherwise been sold by such

Key Holder or Investor, an amount in cash equal to the fair value (as determined in good faith by

the Company) of the securities which such Key Holder or Investor would otherwise receive as of

the date of the issuance of such securities in exchange for the shares of Capital Stock held by such

Key Holder or Investor.

7. Miscellaneous.

7.1 Term. This Agreement shall automatically terminate upon the earliest of

(a) immediately prior to the consummation of the Company’s IPO; (b) the date that the Company

first becomes subject to the periodic reporting requirements under Section 13 or Section 15(d) of

the Securities Exchange Act of 1934, as amended; and (c) the consummation of a Deemed

Liquidation.

7.2 Stock Split. All references to numbers of shares in this Agreement shall

be appropriately adjusted to reflect any stock dividend, split, combination or other

recapitalization affecting the Capital Stock occurring after the date of this Agreement.

7.3 Ownership. Each Key Holder represents and warrants that such Key

Holder is the sole legal and beneficial owner of the shares of Transfer Stock subject to this

Agreement and that no other person or entity has any interest in such shares (other than a

community property interest as to which the holder thereof has acknowledged and agreed in

writing to the restrictions and obligations hereunder).


unconditionally submit to the jurisdiction of the state courts of Delaware and to the jurisdiction

of the United States District Court for the District of Delaware for the purpose of any suit, action

or other proceeding arising out of or based upon this Agreement, (b) agree not to commence any

suit, action or other proceeding arising out of or based upon this Agreement except in the state

courts of Delaware or the United States District Court for the District of Delaware, and (c)

hereby waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such

suit, action or proceeding, 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 suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit,

action or proceeding is improper or that this Agreement or the subject matter hereof may not be

enforced in or by such court.

11

WAIVER OF JURY TRIAL: EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY

TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF

THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS, THE SECURITIES OR

THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS

INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE

FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS

TRANSACTION, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT

CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER

COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY

DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL

NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER

WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED THIS WAIVER

WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND

VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION

WITH LEGAL COUNSEL.

7.5 Notices. All notices and other communications given or made pursuant to

this Agreement shall be in writing and shall be deemed effectively given upon the earlier of

actual receipt or (a) personal delivery to the party to be notified, (b) when sent, if sent by

electronic mail or facsimile during normal business hours of the recipient, and if not sent during

normal business hours, then on the recipient’s next business day, (c) five (5) days after having

been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1)

business day after deposit with a nationally recognized overnight courier, freight prepaid,

specifying next business day delivery, with written verification of receipt. All communications

shall be sent to the respective parties at their address as set forth on Schedule A or Schedule B

hereof, as the case may be, or to such email address, facsimile number or address as

subsequently modified by written notice given in accordance with this Section 7.5. If notice is

given to the Company, a copy shall also be sent to Michael Dunn, Esq., Phillips & Reiter, PLLC,

6805 N. Capital of Texas Highway, Suite 318, Austin, Texas 78731.

7.6 Entire Agreement. This Agreement (including, the Exhibits and

Schedules hereto) constitutes the full and entire understanding and agreement between the parties

with respect to the subject matter hereof and supersedes all prior agreements relating to the

subject matter hereof including, without limitation, the Prior RoFR Agreement.

7.7 Delays or Omissions. No delay or omission to exercise any right, power

or remedy accruing to any party under this Agreement, upon any breach or default of any other

party under this Agreement, shall impair any such right, power or remedy of such non-breaching

or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or

an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall

any waiver of any single breach or default be deemed a waiver of any other breach or default

theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or

character on the part of any party of any breach or default under this Agreement, or any waiver

on the part of any party of any provisions or conditions of this Agreement, must be in writing

and shall be effective only to the extent specifically set forth in such writing. All remedies,

either under this Agreement or by law or otherwise afforded to any party, shall be cumulative

and not alternative.

12

7.8 Amendment; Waiver and Termination. This Agreement may be amended,

modified or terminated (other than pursuant to Section 7.1 above) and the observance of any

term hereof may be waived (either generally or in a particular instance and either retroactively or

prospectively) only by a written instrument executed by (a) the Company, (b) the Key Holders

holding a majority of the shares of Transfer Stock then held by all of the Key Holders who are

then providing services to the Company as officers, employees or consultants, and (c) the holders

of a majority of the shares of Common Stock issued or issuable upon conversion of the then

outstanding shares of Preferred Stock held by the Investors (voting as a single class and on an as-

converted basis). Any amendment, modification, termination or waiver so effected shall be

binding upon the Company, the Investors, the Key Holders and all of their respective successors

and permitted assigns whether or not such party, assignee or other shareholder entered into or

approved such amendment, modification, termination or waiver. Notwithstanding the foregoing,

(i) this Agreement may not be amended, modified or terminated and the observance of any term

hereunder may not be waived with respect to any Investor or Key Holder without the written

consent of such Investor or Key Holder unless such amendment, modification, termination or

waiver applies to all Investors and Key Holders, respectively, in the same fashion, and (ii) the

consent of the Key Holders shall not be required for any amendment, modification, termination

or waiver if such amendment, modification, termination or waiver does not apply to the Key

Holders, (iii) Schedule A hereto may be amended by the Company from time to time to add

information regarding additional investors in Preferred Stock without the consent of the other

parties hereto, and (iv) Schedule B hereto may be amended by the Company from time to time to

add information regarding additional purchasers of Common Stock of the Company who were

required, as a condition to becoming a holder of Common Stock, to be a Key Holder under this

Agreement without the consent of the other parties hereto. The Company shall give prompt

written notice of any amendment, modification or termination hereof or waiver hereunder to any

party hereto that did not consent in writing to such amendment, modification, termination or

waiver. 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.

7.9 Assignment of Rights.

(a) The terms and conditions of this Agreement shall inure to the

benefit of and be binding upon the respective successors and permitted assigns of the parties.

Nothing in this Agreement, express or implied, is intended to confer upon any party other than the

parties hereto or their respective successors and permitted assigns any rights, remedies,

obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this

Agreement.

(b) Any successor or permitted assignee of any Key Holder, including

any Prospective Transferee who purchases shares of Transfer Stock in accordance with the terms

hereof, shall deliver to the Company and the Investors, as a condition to any transfer or

assignment, a counterpart signature page hereto pursuant to which such successor or permitted

assignee shall confirm their agreement to be subject to and bound by all of the provisions set forth

in this Agreement that were applicable to the predecessor or assignor of such successor or

permitted assignee.

13

(c) The rights of the Investors hereunder are not assignable without the

Company’s written consent (which shall not be unreasonably withheld, delayed or conditioned),

except (i) by an Investor to any Affiliate, or (ii) to an assignee or transferee who acquires at least

100,000 shares of Capital Stock (as adjusted for any stock combination, stock split, stock dividend,

recapitalization or other similar transaction), it being acknowledged and agreed that any such

assignment, including an assignment contemplated by the preceding clauses (i) or (ii) shall be

subject to and conditioned upon any such assignee’s delivery to the Company and the other

Investors of a counterpart signature page hereto pursuant to which such assignee shall confirm

their agreement to be subject to and bound by all of the provisions set forth in this Agreement that

were applicable to the assignor of such assignee.

(d) Except in connection with an assignment by the Company by

operation of law to the acquirer of the Company, the rights and obligations of the Company

hereunder may not be assigned under any circumstances.

7.10 Severability. The invalidity or unenforceability of any provision hereof

shall in no way affect the validity or enforceability of any other provision.

7.11 Additional Investors. Notwithstanding anything to the contrary contained

herein, if the Company issues additional shares of Series A Preferred Stock, or Warrants to

purchase shares of Series A Preferred Stock, after the date hereof, any purchaser of such shares

of Series A Preferred Stock or recipient of such Warrants, as the case may be, may become a

party to this Agreement by executing and delivering an additional counterpart signature page to

this Agreement or an Adoption Agreement agreeing to be bound by this Agreement, and

thereafter shall be deemed an “Investor” for all purposes hereunder.

7.12 Governing Law. This Agreement shall be governed by the internal law of

the State of Delaware, without regard to conflicts of law principles.

7.13 Titles and Subtitles. The titles and subtitles used in this Agreement are

used for convenience only and are not to be considered in construing or interpreting this

Agreement.


counterparts, each of which shall be deemed an original, but all of which together shall constitute

one and the same instrument. Counterparts may be delivered via facsimile, electronic mail

(including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000,

e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be

deemed to have been duly and validly delivered and be valid and effective for all purposes.

7.15 Specific Performance. In addition to any and all other remedies that may

be available at law in the event of any breach of this Agreement, each party hereto shall be

entitled to specific performance of the agreements and obligations of the other parties hereunder

and to such other injunction or other equitable relief as may be granted by a court of competent

jurisdiction.

7.16 Consent of Spouse. If any Key Holder is married on the date of this

Agreement, such Key Holder’s spouse shall execute and deliver to the Company a Consent of

14

Spouse in the form of Exhibit A hereto (“Consent of Spouse”), effective on the date hereof.

Notwithstanding the execution and delivery thereof, such consent shall not be deemed to confer

or convey to the spouse any rights in shares of Transfer Stock that do not otherwise exist by

operation of law or the agreement of the parties. If any Key Holder should marry or remarry

subsequent to the date of this Agreement, such Key Holder shall within thirty (30) days

thereafter obtain his/her new spouse’s acknowledgement of and consent to the existence and

binding effect of all restrictions contained in this Agreement by causing such spouse to execute

and deliver a Consent of Spouse acknowledging the restrictions and obligations contained in this

Agreement and agreeing and consenting to the same.

[Remainder of Page Intentionally Left Blank]

SIGNATURE PAGE TO AMENDED AND RESTATED RIGHT OF FIRST REFUSAL AGREEMENT

IN WITNESS WHEREOF, the parties have executed this Amended and Restated Right

of First Refusal Agreement as of the date first written above.


By:

Jan Goetgeluk,


KEY HOLDERS:

JAN GOETGELUK

INVESTORS:

Signatures Incorporated by Reference from the

Adoption Agreement Signed by the Holders of

a Majority of the Series Seed Preferred Stock

and Series 2 Seed Preferred Stock that are

Parties to the Prior RoFR Agreement.





Section 2 Thereof).

SCHEDULE A

INVESTORS

Name and Address




Dallas, Texas 75220


Fax: (214) 696-6310


Robert S. Hart


Dallas, Texas 75220

Fax: (214) 696-3380













KEITH A. KREUER



DOUGLAS J. ERWIN

4 Briarwood Court


NORIAKI OKUBO

122 Serangoon Avenue 3, 07-01

Singapore, Singapore 554775

TEKTON VENTURES LLC



STARTCAPS SL


Madrid, Spain 28010

MICHAEL MCGOVERN

18 Berkley Highway





BERNARD GOETGELUK

Bergstraat 42

Merelbeke

9820 Belgium




QUEENSBRIDGE VENTURE PARTNERS, LLC



UGO DE CHARETTE



Dubai

Dubai, 214967


VESTCESS, LLC


9400 Bamboo Road


DAVID ROWE

42 arkwright road

London,

England, nw36bh

United Kingdom

SWAD 1608 LTD.

Attention: Arthur Sharplin, Trustee of SWAD

Management Trust


Austin, Texas 78746

GREGORY NOVAK



Fax: (210) 860-9252

STEPHEN COOK



MICHAEL JONES

313 Lakeside Lane





Austin, Texas 78746

COLTON BAKER JACOBS REVOCABLE LIVING

TRUST


5931 Darwin Court




P.O. Box 40792


SEEDINVEST HOLDINGS I, LLC, VIRTUIX SERIES

ONLY

P.O. Box 171305




19 Des Voeux Road

Central HK

YOSHIAKI MURAKAMI



Singapore

SSSS INVESTMENT LLC

9036 Marlive Lane


JOHN BESS LLC

3 Wyndmere Lane


ROBERT W. MARK



2020 VENTURES, LP



STEPHEN CARPENTER



JONATHAN R. HARMS

1837 Dart Street


GERALD FALLS

P.O. Box 2202


VIKA GUPTA

5035 Yarwell Drive


DANIEL JONES



H. ALBERT NAPIER




104 La Mesa Drive



Gansetek Straat


THIRD COAST VR, LLC

__________________________

__________________________

__________________________


P.O. Box 171305


RANDY B. CRATH

15 Courtlandt Place


451 WE VIRTUIX LLC

_________________________

_________________________

_________________________





__________________________

__________________________

__________________________

SCHEDULE B

KEY HOLDERS

Name and Address Number of Shares Held

Jan Goetgeluk

__________________

__________________

__________________

5,500,000

EXHIBIT A

CONSENT OF SPOUSE]

I, [____________________], spouse of [______________], acknowledge that I have read

the Amended and Restated Right of First Refusal Agreement, dated as of March 10, 2016, to

which this Consent is attached as Exhibit A (the “Agreement”), and that I know the contents of

the Agreement. I am aware that the Agreement contains provisions regarding certain rights to

certain other holders of Capital Stock of the Company upon a proposed transfer of shares of

Transfer Stock of the Company which my spouse may own including any interest I might have

therein.

I hereby agree that my interest, if any, in any shares of Transfer Stock of the Company

subject to the Agreement shall be irrevocably bound by the Agreement and further understand

and agree that any community property interest I may have in such shares of Transfer Stock of

the Company shall be similarly bound by the Agreement.

I am aware that the legal, financial and related matters contained in the Agreement are

complex and that I am free to seek independent professional guidance or counsel with respect to

this Consent. I have either sought such guidance or counsel or determined after reviewing the

Agreement carefully that I will waive such right.

Dated as of the [__] day of [__________, 2016.

Signature

Print Name

VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Agreement”), is made and entered into as of this

10th 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 transferees, who become

parties hereto as “Key Holders” pursuant to Sections 6.1(b) or 6.2 below, the “Key Holders”; and

referred to herein collectively with the Investors as the “Stockholders”).

R E C I T A L S:

A. Concurrently with the execution of this Agreement, the Company will commence

the sale of shares of the Series A Preferred pursuant to Subscription Agreements to be entered

into by the Company with the Investors in the Series A Preferred.

B. In connection with the Series A Preferred financing, the Company and the

Stockholders desire to establish the rights of certain of the Stockholders to designate the directors

who will serve on the Board of Directors of the Company (the “Board”) during the term of this

Agreement.

NOW, THEREFORE, the parties hereby agree as follows:

1. Voting Provisions Regarding Board of Directors.

1.1 Size of the Board. Each Stockholder agrees to vote, or cause to be voted,

all Shares (as defined below) owned by such Stockholder, or over which such Stockholder has

voting control, from time to time and at all times, in whatever manner as shall be necessary to

ensure that the size of the Board shall be set and remain at three (3) directors. For purposes of

this Agreement, the term “Shares” shall mean and include any securities of the Company the

holders of which are entitled to vote for members of the Board, including without limitation, all

shares of Common Stock, Series Seed Preferred, Series 2 Seed Preferred, and Series A Preferred,

by whatever name called, now owned or subsequently acquired by a Stockholder, however

acquired, whether through stock splits, stock dividends, reclassifications, recapitalizations,

similar events or otherwise.

1.2 Board Composition. Each Stockholder agrees to vote, or cause to be

voted, all Shares owned by such Stockholder, or over which such Stockholder has voting control,

from time to time and at all times, in whatever manner as shall be necessary to ensure that at

each annual or special meeting of stockholders at which an election of directors is held or pursu-

ant to any written consent of the stockholders, the following persons shall be elected to the

Board:

2

(a) The Company’s Chief Executive Officer, who initially shall be Jan

Goetgeluk (the “CEO Director”), provided that if for any reason the CEO Director shall cease to

serve as the Chief Executive Officer of the Company, each of the Stockholders shall promptly

vote their respective Shares (i) to remove the former Chief Executive Officer from the Board if

such person has not resigned as a member of the Board; and (ii) to elect such person’s

replacement as Chief Executive Officer of the Company as the new CEO Director;

(b) One individual designated by the Key Holders (initially vacant)

(the “Key Holder Director”); and

(c) One individual (the “Preferred Director”) who is designated by

the holders of a majority of the outstanding shares of the Preferred Stock (initially vacant),

voting or acting on an as-if-converted-to-Common Stock basis (the “Majority Preferred

Holders”); provided, that until such time as the Board receives a written directive from the

Majority Preferred Holders designating the director to serve as the Preferred Director under this

Section 1.2(c), the Preferred Director shall be an Investor who is designated by the unanimous

consent of the directors that have been elected or appointed to serve on the Board pursuant to

Sections 1.2(a) and 1.2(b) hereof.

1.3 Failure to Designate a Board Member. In the absence of any designation

from the Stockholders who have the right to designate a director as specified above, the director

previously designated by them and then serving shall be re-elected if still eligible to serve as

provided herein.

1.4 Removal of Board Members. Each Stockholder also agrees to vote, or

cause to be voted, all Shares owned by such Stockholder, or over which such Stockholder has


ensure that:

(a) no director elected pursuant to Section 1.2(b) may be removed

from office unless such removal is directed or approved by the affirmative vote of the holders of

a majority of the Shares held by the Key Holders; and no director elected pursuant to Section

1.2(c) may be removed from office unless such removal is directed or approved by the Majority

Preferred Holders; and

(b) any vacancies created by the resignation, removal or death of a

director elected pursuant to Sections 1.2 shall be filled pursuant to the provisions of this Section

1.

All Stockholders agree to execute any written consents required to perform the obligations of this

Agreement, and the Company agrees, at the request of any Key Holder or the Majority Preferred

Holders, to call a special meeting of stockholders for the purpose of electing directors.

1.5 No Liability for Election of Recommended Directors. No Stockholder

shall have any liability as a result of designating a person for election as a director for any act or

omission by such designated person in his or her capacity as a director of the Company, nor shall

any Stockholder have any liability as a result of voting for any such designee in accordance with

the provisions of this Agreement.

3

2. Vote to Increase Authorized Common Stock. Each Stockholder agrees to vote or

cause to be voted all Shares owned by such Stockholder, or over which such Stockholder has


increase the number of authorized shares of Common Stock from time to time to ensure that

there will be sufficient shares of Common Stock available for conversion of all of the shares of

Preferred Stock outstanding at any given time.

3. Remedies.

3.1 Covenants of the Company. The Company agrees to use its best efforts,

within the requirements of applicable law, to ensure that the rights granted under this Agreement

are effective and that the parties enjoy the benefits of this Agreement. Such actions include,

without limitation, the use of the Company’s best efforts to cause the nomination and election of

the directors as provided in this Agreement.

3.2 Irrevocable Proxy and Power of Attorney. Each party to this Agreement

hereby constitutes and appoints as the proxies of the party and hereby grants a power of attorney

to the Chief Executive Officer of the Company, and a designee of the Investors, and each of

them, with full power of substitution, with respect to the matters set forth herein, including,

without limitation, election of persons as members of the Board in accordance with Section 1

hereto and votes to increase authorized shares pursuant to Section 2 hereof, and hereby

authorizes each of them to represent and vote, if and only if the party (i) fails to vote, or

(ii) attempts to vote (whether by proxy, in person or by written consent), in a manner which is

inconsistent with the terms of this Agreement, all of such party’s Shares in favor of the election

of persons as members of the Board determined pursuant to and in accordance with the terms and

provisions of this Agreement or the increase of authorized shares pursuant to and in accordance

with the terms and provisions of Section 2 of this Agreement. Each of the proxy and power of

attorney granted pursuant to the immediately preceding sentence is given in consideration of the

agreements and covenants of the Company and the parties in connection with the transactions

contemplated by this Agreement and, as such, each is coupled with an interest and shall be

irrevocable unless and until this Agreement terminates or expires pursuant to Section 5 hereof.

Each party hereto hereby revokes any and all previous proxies or powers of attorney with respect

to the Shares and shall not hereafter, unless and until this Agreement terminates or expires

pursuant to Section 5 hereof, purport to grant any other proxy or power of attorney with respect

to any of the Shares, deposit any of the Shares into a voting trust or enter into any agreement

(other than this Agreement), arrangement or understanding with any person, directly or

indirectly, to vote, grant any proxy or give instructions with respect to the voting of any of the

Shares, in each case, with respect to any of the matters set forth herein.

3.3 Specific Enforcement. Each party acknowledges and agrees that each

party hereto will be irreparably damaged in the event any of the provisions of this Agreement are

not performed by the parties in accordance with their specific terms or are otherwise breached.

Accordingly, it is agreed that each of the Company and the Stockholders shall be entitled to an

injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement

and its terms and provisions in any action instituted in any court of the United States or any state

having subject matter jurisdiction.

4

3.4 Remedies Cumulative. All remedies, either under this Agreement or by

law or otherwise afforded to any party, shall be cumulative and not alternative.

4. “Bad Actor” Matters.

4.1 Representation. Each person with the right to designate or participate in

the designation of a director pursuant to this Agreement hereby represents that none of the “bad

actor” disqualifying events described in Rule 506(d)(1)(i)-(viii) promulgated under the Securities

Act (a “Disqualification Event”) is applicable to such Person or any of its Rule 506(d) Related

Parties, except, if applicable, for a Disqualification Event as to which Rule 506(d)(2)(ii) or (iii)

or (d)(3) is applicable. For purposes of this Agreement, “Rule 506(d) Related Party” shall mean

with respect to any person any other person that is a beneficial owner of such first person’s

securities for purposes of Rule 506(d) of the Securities Act.

4.2 Covenant. Each Person with the right to designate or participate in the

designation of a director pursuant to this Agreement hereby agrees that it shall notify the

Company promptly in writing in the event a Disqualification Event becomes applicable to such

Person or any of its Rule 506(d) Related Parties, except, if applicable, for a Disqualification

Event as to which Rule 506(d)(2)(ii) or (iii) or (d)(3) is applicable.

5. Term. This Agreement shall be effective as of the date hereof and shall continue

in effect until and shall terminate upon the earliest to occur of (a) the consummation of the Com-

pany’s first underwritten public offering of its Common Stock (other than a registration state-

ment relating either to the sale of securities to employees of the Company pursuant to its stock

option, stock purchase or similar plan or an SEC Rule 145 transaction); (b) the consummation of

a Deemed Liquidation (as defined in the Company’s Third Amended and Restated Certificate of

Incorporation); and (c) termination of this Agreement in accordance with Section 6.8 below.

6. Miscellaneous.

6.1 Additional Parties.

(a) Notwithstanding anything to the contrary contained herein, if the

Company issues additional shares of Preferred Stock after the date hereof, as a condition to the

issuance of such shares the Company shall require that any purchaser of Preferred Stock become

a party to this Agreement by executing and delivering (i) the Adoption Agreement attached to

this Agreement as Exhibit A, or (ii) a counterpart signature page hereto agreeing to be bound by

and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either

event, each such person thereafter shall be deemed an Investor and Stockholder for all purposes

under this Agreement.

(b) In the event that after the date of this Agreement, the Company

enters into an agreement with any Person to issue shares of capital stock to such Person (other

than to a purchaser of Preferred Stock described in Section 6.1(a) above), following which such

person shall hold Shares constituting one percent (1%) or more of the Company’s then

outstanding capital stock (treating for this purpose all shares of Common Stock issuable upon

exercise of or conversion of outstanding options, warrants or convertible securities, as if

exercised and/or converted or exchanged), then the Company shall cause such person, as a

5

condition precedent to entering into such agreement, to become a party to this Agreement by

executing an Adoption Agreement in the form attached hereto as Exhibit A, agreeing to be bound

by and subject to the terms of this Agreement as a Key Holder and Stockholder and thereafter

such person shall be deemed a Key Holder and Stockholder for all purposes under this

Agreement.

6.2 Transfers. Each transferee or assignee of any Shares subject to this Agree-

ment shall continue to be subject to the terms hereof, and, as a condition precedent to the Com-

pany’s recognizing such transfer, each transferee or assignee shall agree in writing to be subject

to each of the terms of this Agreement by executing and delivering an Adoption Agreement sub-

stantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an

Adoption Agreement by any transferee, such transferee shall be deemed to be a party hereto as if

such transferee were the transferor and such transferee’s signature appeared on the signature

pages of this Agreement and shall be deemed to be an Investor and Stockholder, or Key Holder

and Stockholder, as applicable. The Company shall not permit the transfer of the Shares subject

to this Agreement on its books or issue a new certificate representing any such Shares unless and

until such transferee shall have complied with the terms of this Section 6.2. Each certificate

instrument, or book entry representing the Shares subject to this Agreement if issued on or after

the date of this Agreement shall be notated by the Company with the legend set forth in Section

6.12.

6.3 Successors and Assigns. The terms and conditions of this Agreement shall

inure to the benefit of and be binding upon the respective successors and assigns of the parties.

Nothing in this Agreement, express or implied, is intended to confer upon any party other than

the parties hereto or their respective successors and assigns any rights, remedies, obligations,

or liabilities under or by reason of this Agreement, except as expressly provided in this

Agreement.

6.4 Governing Law. This Agreement shall be governed by the internal law of

the State of Delaware.


counterparts, each of which shall be deemed an original, but all of which together shall constitute

one and the same instrument. Counterparts may be delivered via facsimile, electronic mail

(including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000,

e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be

deemed to have been duly and validly delivered and be valid and effective for all purposes.

6.6 Titles and Subtitles. The titles and subtitles used in this Agreement are

used for convenience only and are not to be considered in construing or interpreting this

Agreement.

6.7 Notices. All notices and other communications given or made pursuant to

this Agreement shall be in writing and shall be deemed effectively given upon the earlier of

actual receipt or (a) personal delivery to the party to be notified, (b) when sent, if sent by

electronic mail or facsimile during normal business hours of the recipient, and if not sent during

normal business hours, then on the recipient’s next business day, (c) five (5) days after having

been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1)

6

business day after the business day of deposit with a nationally recognized overnight courier,

freight prepaid, specifying next business day delivery, with written verification of receipt. All

communications shall be sent to the respective parties at their address as set forth on Schedule A

or Schedule B hereto, or to such email address, facsimile number or address as subsequently

modified by written notice given in accordance with this Section 6.7. If notice is given to the

Company, it shall be sent to Virtuix Holdings Inc., 1826 Kramer Lane, Suite H, Austin, Texas

78758, Attention: Jan Goetgeluk, Chief Executive Officer, Email: [email protected].

6.8 Consent Required to Amend, Terminate or Waive. This Agreement may

be amended or terminated and the observance of any term hereof may be waived (either

generally or in a particular instance and either retroactively or prospectively) only by a written

instrument executed by (a) the Company; (b) the Key Holders holding a majority of the Shares

then held by the Key Holders; and (c) the Majority Preferred Holders. Notwithstanding the

foregoing:

(a) this Agreement may not be amended or terminated and the obser-

vance of any term of this Agreement may not be waived with respect to any Investor or Key

Holder without the written consent of such Investor or Key Holder unless such amendment,

termination or waiver applies to all Investors or Key Holders, as the case may be, in the same

fashion;

(b) the consent of the Key Holders shall not be required for any

amendment or waiver if such amendment or waiver either (A) is not directly applicable to the

rights of the Key Holders hereunder; or (B) does not adversely affect the rights of the Key

Holders in a manner that is different than the effect on the rights of the other parties hereto;

(c) Schedule A hereto may be amended by the Company from time to

time to add information regarding additional Investors in the Series A Preferred, or to facilitate

the provisions of Section 6.1(a) hereof, without the consent of the other parties hereto;

(d) Schedule B hereto may be amended by the Company from time to

time to facilitate the provisions of Section 6.1(b) hereof without the consent of the other parties

hereto;

(e) any provision hereof may be waived by the waiving party on such

party’s own behalf, without the consent of any other party; and

(f) Sections 1.2(a) and 1.2(b) of this Agreement shall not be amended

or waived without the written consent of the CEO Director and the Key Holder Director; and

Section 1.2(c) of this Agreement shall not be amended or waived without the written consent of

the Majority Preferred Holders.

The Company shall give prompt written notice of any amendment, termination, or waiver here-

under to any party that did not consent in writing thereto. Any amendment, termination, or

waiver effected in accordance with this Section 6.8 shall be binding on each party and all of such

party’s successors and permitted assigns, whether or not any such party, successor or assignee

entered into or approved such amendment, termination or waiver. For purposes of this Section

6.8, the requirement of a written instrument may be satisfied in the form of an action by written

7

consent of the Stockholders circulated by the Company and executed by the Stockholder parties

specified, whether or not such action by written consent makes explicit reference to the terms of

this Agreement.

6.9 Delays or Omissions. No delay or omission to exercise any right, power

or remedy accruing to any party under this Agreement, upon any breach or default of any other

party under this Agreement, shall impair any such right, power or remedy of such non-breaching

or non-defaulting party nor shall it be construed to be a waiver of any such breach or default, or

an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall

any waiver of any single breach or default be deemed a waiver of any other breach or default

previously or thereafter occurring. Any waiver, permit, consent or approval of any kind or

character on the part of any party of any breach or default under this Agreement, or any waiver

on the part of any party of any provisions or conditions of this Agreement, must be in writing

and shall be effective only to the extent specifically set forth in such writing. All remedies,

either under this Agreement or by law or otherwise afforded to any party, shall be cumulative

and not alternative.

6.10 Severability. The invalidity or unenforceability of any provision hereof

shall in no way affect the validity or enforceability of any other provision.

6.11 Entire Agreement. This Agreement (including the Exhibit hereto)

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.

6.12 Share Certificate Legend. Each certificate, instrument, or book entry

representing any Shares issued after the date hereof shall be notated by the Company with a

legend reading substantially as follows:

THE SHARES REPRESENTED HEREBY ARE SUBJECT TO A VOTING

AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, (A COPY

OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE

COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES

THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO

AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF

THAT VOTING AGREEMENT.

The Company, by its execution of this Agreement, agrees that it will cause the certificates

instruments, or book entry evidencing the Shares issued after the date hereof to be notated with

the legend required by this Section 6.12 of this Agreement, and it shall supply, free of charge, a

copy of this Agreement to any holder of such Shares upon written request from such holder to

the Company at its principal office. The parties to this Agreement do hereby agree that the

failure to cause the certificates, instruments, or book entry evidencing the Shares to be notated

with the legend required by this Section 6.12 herein and/or the failure of the Company to supply,

free of charge, a copy of this Agreement as provided hereunder shall not affect the validity or

enforcement of this Agreement.

8

6.13 Stock Splits, Stock Dividends, etc. In the event of any issuance of Shares

of the Company’s voting securities hereafter to any of the Stockholders (including, without

limitation, in connection with any stock split, stock dividend, recapitalization, reorganization, or

the like), such Shares shall become subject to this Agreement and shall be notated with the

legend set forth in Section 6.12.

6.14 Manner of Voting. The voting of Shares pursuant to this Agreement may

be effected in person, by proxy, by written consent or in any other manner permitted by applica-

ble law. For the avoidance of doubt, voting of the Shares pursuant to the Agreement need not

make explicit reference to the terms of this Agreement.

6.15 Further Assurances. At any time or from time to time after the date

hereof, the parties agree to cooperate with each other, and at the request of any other party, to

execute and deliver any further instruments or documents and to take all such further action as

the other party may reasonably request in order to evidence or effectuate the consummation of

the transactions contemplated hereby and to otherwise carry out the intent of the parties

hereunder.


unconditionally submit to the jurisdiction of the state courts of Delaware and to the jurisdiction

of the United States District Courts in Delaware for the purpose of any suit, action or other

proceeding arising out of or based upon this Agreement, (b) agree not to commence any suit,

action or other proceeding arising out of or based upon this Agreement except in the state courts

of Delaware or the United States District Courts in Delaware, and (c) hereby waive, and agree

not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding,

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 suit, action or proceeding is

brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper or

that this Agreement or the subject matter hereof may not be enforced in or by such court. Each

party will bear its own costs in respect of any disputes arising under this Agreement. Each of the

parties to this Agreement consents to personal jurisdiction for any equitable action sought in the

U.S. District Courts in Delaware or any court of the State of Delaware having subject matter

jurisdiction.

6.17 Costs of Enforcement. If any party to this Agreement seeks to enforce its

rights under this Agreement by legal proceedings, the non-prevailing party shall pay all costs and

expenses incurred by the prevailing party, including, without limitation, all reasonable attorneys’

fees.

[Signature Page Follows]

SIGNATURE PAGE TO VOTING AGREEMENT

OF VIRTUIX HOLDINGS INC.

IN WITNESS WHEREOF, the parties have executed this Voting Agreement as of the

date first written above.

The Company:


By:

Jan Goetgeluk,


Key Holders:

_______________________________________

JAN GOETGELUK

Investors:

Signatures of Holders of Series Seed Preferred

Stock and Series 2 Seed Preferred Stock Are

Incorporated by Reference from the Adoption

Agreements Signed by Them.





Section 2 Thereof).

SCHEDULE A

INVESTORS




Dallas, Texas 75220


Fax: (214) 696-6310


Robert S. Hart


Dallas, Texas 75220

Fax: (214) 696-3380













KEITH A. KREUER



DOUGLAS J. ERWIN

4 Briarwood Court


TEKTON VENTURES LLC



SCHEDULE A


STARTCAPS SL


Madrid, Spain 28010

MICHAEL MCGOVERN

18 Berkley Highway





BERNARD GOETGELUK

Bergstraat 42

Merelbeke

9820 Belgium




QUEENSBRIDGE FUND I, L.P.



UGO DE CHARETTE



Dubai

Dubai, 214967


VESTCESS, LLC


9400 Bamboo Road


DAVID ROWE

42 arkwright road

London,

England, nw36bh

United Kingdom

SWAD 1608 LTD.

Attention: Arthur Sharplin, Trustee of SWAD Management Trust


Austin, Texas 78746

SCHEDULE A


GREGORY NOVAK



Fax: (210) 860-9252

STEPHEN COOK



MICHAEL JONES

313 Lakeside Lane





Austin, Texas 78746

COLTON BAKER JACOBS REVOCABLE LIVING TRUST


5931 Darwin Court




P.O. Box 40792


SEEDINVEST HOLDINGS I, LLC, VIRTUIX SERIES ONLY

P.O. Box 171305




19 Des Voeux Road

Central HK

YOSHIAKI MURAKAMI



Singapore

SSSS INVESTMENT LLC

9036 Marlive Lane


SCHEDULE A


JOHN BESS LLC

3 Wyndmere Lane


ROBERT W. MARK



2020 VENTURES, LP



STEPHEN CARPENTER



JONATHAN R. HARMS

1837 Dart Street


GERALD FALLS

P.O. Box 2202


VIKA GUPTA

5035 Yarwell Drive


DANIEL JONES



H. ALBERT NAPIER




104 La Mesa Drive


SCHEDULE A



Gansetek Straat


THIRD COAST VR, LLC

_________________________

_________________________

_________________________


P.O. Box 171305


RANDY B. CRATH

15 Courtlandt Place


451 WE VIRTUIX LLC

_________________________

_________________________

_________________________





__________________________

__________________________

__________________________

SCHEDULE B

KEY HOLDERS

JAN GOETGELUK

___________________

___________________

___________________

EXHIBIT A

ADOPTION AGREEMENT

This Adoption Agreement (“Adoption Agreement”) is executed on

___________________, 20__, by the undersigned (the “Holder”) pursuant to the terms of that

certain Voting Agreement dated as of March 10, 2016 (the “Agreement”), by and among Virtuix

Holdings, Inc., a Delaware corporation (the “Company”), and certain of its Stockholders, as such

Agreement may be amended or amended and restated hereafter. Capitalized terms used but not

defined in this Adoption Agreement shall have the respective meanings ascribed to such terms in

the Agreement. By the execution of this Adoption Agreement, the Holder agrees as follows.

1.1 Acknowledgement. Holder acknowledges that Holder is acquiring certain shares

of the capital stock of the Company (the “Stock”) or options, warrants, or other rights to

purchase such Stock (the “Options”), for one of the following reasons (Check the correct box):

As a transferee of Shares from a party in such party’s capacity as an “Investor”

bound by the Agreement, and after such transfer, Holder shall be considered an

“Investor” and a “Stockholder” for all purposes of the Agreement.

As a transferee of Shares from a party in such party’s capacity as a “Key Holder”

bound by the Agreement, and after such transfer, Holder shall be considered a

“Key Holder” and a “Stockholder” for all purposes of the Agreement.

As a new Investor in accordance with Section 6.1(a) of the Agreement, in which

case Holder will be an “Investor” and a “Stockholder” for all purposes of the

Agreement.

In accordance with Section 6.1(b) of the Agreement, as a new party who is not a

new Investor, in which case Holder will be a “Stockholder” for all purposes of the

Agreement.

1.2 Agreement. Holder hereby (a) agrees that the Stock [Options], and any other

shares of capital stock or securities required by the Agreement to be bound thereby, shall be

bound by and subject to the terms of the Agreement and (b) adopts the Agreement with the same

force and effect as if Holder were originally a party thereto.

1.3 Notice. Any notice required or permitted by the Agreement shall be given to

Holder at the address or facsimile number listed below Holder’s signature hereto.

HOLDER: ACCEPTED AND AGREED:

By: VIRTUIX HOLDINGS INC.

Name and Title of Signatory

Address: By:

Jan Goetgeluk,

Facsimile Number: Chief Executive Officer

Documents

Regulation A of which this Offering Circular