Form 8-K

8-K — Virtuix Holdings Inc.

Accession: 0001213900-26-038889

Filed: 2026-04-02

Period: 2026-03-31

CIK: 0001606242

SIC: 3577 (COMPUTER PERIPHERAL EQUIPMENT, NEC)

Item: Entry into a Material Definitive Agreement

Item: Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

Item: Financial Statements and Exhibits

Documents

8-K — ea0284651-8k_virtuix.htm (Primary)

EX-10.1 — EXCHANGE AGREEMENT, DATED MARCH 31, 2026, BY AND BETWEEN VIRTUIX HOLDINGS INC. AND STREETERVILLE CAPITAL, LLC (ea028465101ex10-1.htm)

EX-10.2 — PROMISSORY NOTE (EXCHANGE NOTE), ISSUED BY VIRTUIX HOLDINGS INC. TO STREETERVILLE CAPITAL, LLC, IN THE ORIGINAL PRINCIPAL AMOUNT OF $2,681,718.42 (ea028465101ex10-2.htm)

EX-10.3 — GUARANTY, DATED MARCH 31, 2026, MADE BY VIRTUIX, INC. IN FAVOR OF STREETERVILLE CAPITAL, LLC (ea028465101ex10-3.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — CURRENT REPORT

8-K (Primary)

Filename: ea0284651-8k_virtuix.htm · Sequence: 1

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0001606242

2026-03-31

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities

Exchange Act of 1934

Date of Report (Date of earliest event reported):

March 31, 2026

VIRTUIX HOLDINGS INC.

(Exact name of registrant as specified in its charter)

Delaware

001-43067

46-4371395

(State or other jurisdiction of

incorporation or organization)

(Commission File Number)

(I.R.S. Employer

Identification No.)

11500 Metric Blvd, Suite 430

Austin, TX

78758

(Address of principal executive offices)

(Zip Code)

(512) 947-9029

Registrant’s telephone number, including

area code:

Not Applicable

(Former Name or Former Address, if Changed Since

Last Report)

Check the appropriate box below if the Form 8-K

filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General

Instruction A.2. below):

☐ Written communications pursuant

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

☐ Soliciting material pursuant

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

☐ Pre-commencement communications

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

☐ Pre-commencement communications

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

Securities registered pursuant to Section 12(b)

of the Act:

Title of Class

Trading Symbol

Name of Exchange On Which Registered

Common Stock

VTIX

Nasdaq Global Market

Indicate by check mark whether the registrant

is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the

Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging Growth Company ☒

If an emerging growth company, indicate by check

mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting

standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01. Entry into a Material Definitive

Agreement.

On March 31, 2026, Virtuix Holdings Inc.

(the “Company”) entered into an Exchange Agreement (the “Exchange Agreement”) with Streeterville Capital,

LLC, a Utah limited liability company (“Streeterville”). Pursuant to the Exchange Agreement, Streeterville, acquired

from prior investors certain of the Company’s outstanding 2024 Subordinated Promissory Notes bearing interest at a rate of 18%

per annum and maturing on March 31, 2026, listed on Schedule 1 to the Exchange Agreement (as amended, assigned, supplemented or otherwise modified prior to March

31, 2026, the “Prior Notes”) and exchanged the Prior Notes for a new promissory note in the original principal amount of

$2,681,718.42 (the “Exchange Note”). Other than the exchange of the Prior Notes, Streeterville provided no additional

consideration in connection with the exchange. The Exchange Agreement provides that the exchange is intended to qualify under

Section 3(a)(9) of the Securities Act of 1933, as amended.

The Exchange Note bears interest at a rate of

6% per annum, compounded daily, from March 31, 2026 until paid in full, and matures on July 1, 2027. The Exchange Note contains an original

issue discount of $242,883.49 and includes $10,000 for Streeterville’s transaction expenses, each of which is included in the initial

principal balance and deemed fully earned as of March 31, 2026. Beginning July 1, 2026, Streeterville has the right, in its sole discretion,

to require monthly redemptions up to $111,738.27 per month, within two trading days of notice. The Exchange Note also provides a limited

redemption feature tied to specified trading-price conditions.

The Company’s obligations under the Exchange

Note are guaranteed by Virtuix Inc., a Delaware corporation and a subsidiary of the Company, pursuant to a guaranty referenced in the

Exchange Agreement (filed as Exhibit 10.3 to this Current Report on Form 8-K). The Exchange Documents (as defined in the Exchange Agreement)

include customary affirmative and negative covenants, including, among others, covenants relating to timely SEC reporting, maintenance

of listing, restrictions on liens other than permitted liens, limitations on certain debt and equity issuances, notice of litigation,

and restrictions on transfers or issuances of equity of Virtuix Inc. The Exchange Note includes customary trigger events, events of

default and remedies, including the right to accelerate the obligations and a Mandatory Default Amount (as defined in the Exchange Note)

following the application of the Trigger Effect (as defined in the Exchange Note). The Exchange Agreement contains Utah governing-law

and dispute-resolution provisions, including arbitration arrangements, and customary representations, warranties, conditions to closing

and other terms.

For purposes of Rule 144, the Exchange Note is

deemed to have been issued on December 10, 2024, and the Company acknowledges that the holding period for the Exchange Note includes the

holding periods of the Prior Notes from their respective original issuance dates, as set forth in the Exchange Agreement.

The foregoing description of the Exchange Agreement,

the Exchange Note and the Guaranty does not purport to be complete and is qualified in its entirety by reference to the full text of the

Exchange Agreement, the Exchange Note, and the Guaranty which are filed as Exhibits 10.1, 10.2 and 10.3 respectively, to this Current

Report on Form 8-K and incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation

or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth under Item 1.01 of this

Current Report on Form 8-K is incorporated by reference into this Item 2.03.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1

Exchange Agreement, dated March 31, 2026, by and between Virtuix Holdings Inc. and Streeterville Capital, LLC.

10.2

Promissory Note (Exchange Note), issued by Virtuix Holdings Inc. to Streeterville Capital, LLC, in the original principal amount of $2,681,718.42.

10.3

Guaranty, dated March 31, 2026, made by Virtuix, Inc. in favor of Streeterville Capital, LLC.

104

Cover Page Interactive File (the cover page XBRL tags are embedded in the Inline XBRL document)

SIGNATURES

Pursuant to the requirements

of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto

duly authorized.

Dated: April 2, 2026

VIRTUIX HOLDINGS INC.

By:

/s/ Jan Goetgeluk

Jan Goetgeluk

Chief Executive Officer

(Principal Executive Officer)

EX-10.1 — EXCHANGE AGREEMENT, DATED MARCH 31, 2026, BY AND BETWEEN VIRTUIX HOLDINGS INC. AND STREETERVILLE CAPITAL, LLC

EX-10.1

Filename: ea028465101ex10-1.htm · Sequence: 2

Exhibit 10.1

THE EXCHANGE CONTEMPLATED HEREIN IS INTENDED TO COMPORT

WITH THE REQUIREMENTS OF SECTION 3(a)(9) OF THE SECURITIES ACT OF 1933, AS AMENDED.

Exchange Agreement

THIS EXCHANGE AGREEMENT (this “Agreement”)

is executed as of March 31, 2026 by and between Virtuix Holdings Inc., a Delaware corporation (the “Company”), and

Streeterville Capital, LLC, a Utah limited liability company, its successors and/or assigns (“Holder”). Capitalized

terms not defined herein shall have the same meaning as set forth in the Exchange Note (as defined below).

A. The

Company previously sold and issued to the investors listed on Schedule 1 (the “Note Sellers”) those certain

2024 Subordinated Promissory Notes various dates from July 15, 2024 to December 10, 2024 (each, an “Issuance Date”

and together, the “Issuance Dates”) listed on Schedule 1 and in the original principal amounts set forth thereon

(as amended, the “Prior Notes”).

B. Pursuant

to those certain Note Purchase Agreements dated March 30, 2026 (each, a “Purchase Agreement” and together, the “Purchase

Agreements”), Holder purchased the Prior Notes from the Note Sellers.

C. Subject

to the terms of this Agreement, Holder and the Company desire to exchange (such exchange is referred to as the “Note Exchange”)

the Prior Notes for a new Promissory Note in the original principal amount of $2,681,718.42 substantially in the form attached hereto

as Exhibit A (the “Exchange Note”). The Note Exchange will consist of Holder surrendering the Prior Notes in

return for the Exchange Note. Other than the surrender of the Prior Notes, no consideration of any kind whatsoever shall be given by Holder

to the Company in connection with this Agreement.

D. This

Agreement, the Exchange Note, the Guaranty (as defined below), the Officer’s Certificate (as defined below), and any other documents,

agreements, or instruments entered into or delivered in connection with this Agreement, or any amendments to any of the foregoing, are

collectively referred to as the “Exchange Documents”.

E. Pursuant

to the terms and conditions hereof, Holder and the Company agree to exchange the Prior Notes for the Exchange Note.

NOW, THEREFORE,

in consideration of the premises and the mutual promises herein made, and in consideration of the representations, warranties and covenants

herein contained, the parties hereto agree as follows:

1. Issuance

of Exchange Note. Upon execution of this Agreement, Holder will surrender the Prior Notes to the Company, and the Company will issue

to Holder the Exchange Note. In conjunction therewith, the Company hereby confirms that the Prior Notes represent the Company’s

unconditional obligation to pay the outstanding balances thereof pursuant to the terms of the Prior Notes. The Company and Holder agree

that upon surrender, the Prior Notes will be cancelled and the remaining amount owed to Holder pursuant to the Prior Notes shall hereafter

be evidenced solely by the Exchange Note.

2. Guaranty.

The Note will be guaranteed by the Company’s subsidiary, Virtuix, Inc., a Delaware corporation (“Virtuix Inc.”)

pursuant to the Guaranty attached hereto as Exhibit B (the “Guaranty”).

3. Closing.

Subject to the satisfaction (or written waiver) of the conditions set forth in Section 9 and Section 10 below, the closing of the transaction

contemplated hereby (the “Closing”) along with the delivery of the Exchange Note and the other Exchange Documents

shall occur on the date that is mutually agreed to by the Company and Holder (the “Closing Date”) by means of the

exchange of electronic signatures, but shall be deemed to have occurred at the offices of Hansen Black Anderson Ashcraft PLLC in Lehi,

Utah.

4. Holding

Period, Tacking and Legal Opinion. The Company represents, warrants and agrees that for the purposes of Rule 144 (“Rule 144”)

of the Securities Act of 1933, as amended (the “Securities Act”), the holding period of the Exchange Note will include

the holding periods of the Prior Notes from the respective Issuance Dates set forth on Schedule 1, which Issuance Dates are the

dates that the Prior Notes were fully paid for. The Company agrees not to take a position contrary to this Section 4 in any document,

statement, setting, or situation and further acknowledges that, except as has been provided to Holder, the Prior Notes have not been amended

or altered since their issuance. The Exchange Note is being issued in substitution of and exchange for and not in satisfaction of the

Prior Notes. The Exchange Note shall not constitute a novation or satisfaction and accord of the Prior Notes. The Company acknowledges

and understands that the representations and agreements of the Company in this Section 4 are a material inducement to Holder’s decision

to consummate the transactions contemplated herein.

5. Representations,

Warranties and Covenants of Holder. Holder represents, warrants, and covenants to the Company that:

5.1. Investment

Purpose. Holder is acquiring the Exchange Note for its own account for investment only and not with a view towards, or for resale

in connection with, the public sale or distribution thereof, except pursuant to sales registered or exempted under the Securities Act.

5.2. Accredited

Investor Status. Holder is an “Accredited Investor” as that term is defined in Rule 501(a)(3) of Regulation D of the Securities

Act.

5.3. Authorization,

Enforcement. This Agreement has been duly and validly authorized, executed and delivered on behalf of Holder and is a valid and binding

agreement of Holder enforceable in accordance with its terms.

5.4. Brokers.

There are no brokerage commissions, finder’s fees or similar fees or commissions payable by Holder in connection with the transactions

contemplated hereby based on any agreement, arrangement or understanding with Holder or any action taken by Holder.

6. Representations,

Warranties, and Covenants of the Company. The Company hereby makes the representations set forth below and covenants and agrees as

follows to Holder (in addition to those set forth elsewhere herein):

6.1. Organization

and Qualification. The Company has been duly organized, validly exists and is in good standing under the laws of the State of Delaware.

The Company has full corporate power and authority to enter into this Agreement and this Agreement has been duly and validly authorized,

executed and delivered by the Company and is a valid and binding obligation of the Company, enforceable against the Company in accordance

with its terms, except as such enforcement may be limited by the United States Bankruptcy Code and laws effecting creditors’ rights,

generally. The Company is duly qualified as a foreign corporation to do business and is in good standing in each jurisdiction where the

nature of the business conducted or property owned by it makes such qualification necessary.

6.2. Authorization,

Enforcement, Compliance with Other Instruments. (i) The Company has the requisite corporate power and authority to enter into

and perform its obligations under this Agreement, the Exchange Note, and each of the other Exchange Documents and to issue the

Exchange Note in accordance with the terms hereof, (ii) the execution and delivery of the Exchange Documents by the Company and the

consummation by the Company of the transactions contemplated hereby, including, without limitation, the issuance of the Exchange

Note, have been duly authorized by the Company’s Board of Directors and no further consent or authorization is required by the

Company, its Board of Directors or its stockholders, (iii) the Exchange Documents have been duly executed and delivered by the

Company, (iv) the Exchange Documents constitute the valid and binding obligations of the Company enforceable against the Company in

accordance with their terms, (v) no further authorization, approval or consent of any court, governmental body, regulatory agency,

self-regulatory organization, or stock exchange or market or the stockholders or any lender of the Company is required to be

obtained by the Company for the issuance of the Exchange Note to Holder or the entering into of the Exchange Documents, and (vi) the

Company’s signatory has full corporate or other requisite authority to execute the Exchange Documents and to bind the Company.

The Company’s Board of Directors has duly adopted a resolution authorizing this Agreement and the other Exchange Documents and

ratifying their terms, as indicated by the Officer’s Certificate.

6.3. Issuance

of Exchange Note. The issuance of the Exchange Note is duly authorized and the Exchange Note is and will be, upon issuance, free and

clear of all taxes, liens, claims, pledges, mortgages, restrictions, obligations, security interests and encumbrances of any kind, nature

and description other than liens in favor of Holder, and when issued will be validly issued, fully paid and non-assessable.

6.4. No

Conflicts. The execution and delivery of the Exchange Documents by the Company, the issuance of the Exchange Note in accordance with

the terms hereof, and the consummation by the Company of the other transactions contemplated by the Exchange Documents do not and will

not conflict with or result in a breach by the Company of any of the terms or provisions of, or constitute a default under (i) the Company’s

formation documents or bylaws, each as currently in effect, (ii) any indenture, mortgage, deed of trust, or other material agreement or

instrument to which the Company is a party or by which it or any of its properties or assets are bound, including, without limitation,

any listing agreement for the Common Stock, or (iii) any existing applicable law, rule, or regulation or any applicable decree, judgment,

or order of any court, United States federal, state or foreign regulatory body, administrative agency, or other governmental body having

jurisdiction over Company or any of Company’s properties or assets.

6.5. Common

Stock Registered. The Company has registered its Common Stock under Section 12(g) of the Securities Exchange Act of 1934, as amended

(the “1934 Act”), and is obligated to file reports pursuant to Section 13 or Section 15(d) of the 1934 Act.

6.6. SEC

Documents: Financial Statements. None of the Company’s filings filed with the United States Securities and Exchange Commission

(the “SEC”) contained, at the time they were filed, any untrue statement of a material fact or omitted to state any

material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances under which

they were made, not misleading. The Company has not consummated any financing transaction that has not been disclosed in a periodic filing

or current report with the SEC under the 1934 Act. The Company has filed all reports, schedules, forms, statements and other documents

required to be filed by the Company with the SEC under the 1934 Act on a timely basis or has received a valid extension of such time of

filing and has filed any such report, schedule, form, statement or other document prior to the expiration of any such extension.

6.7. Not

a Shell Company. The Company is not, nor has it been at any time in the previous twelve (12) months, a “Shell Company,”

as such type of “issuer” is described in Rule 144(i)(1) under the Securities Act.

6.8. Brokers.

The Company has taken no action which would give rise to any claim by any person for a brokerage commission, placement agent or finder’s

fees or similar payments by Holder relating to this Agreement or the transactions contemplated hereby. The Company shall indemnify and

hold harmless each of Holder, its employees, officers, directors, stockholders, managers, agents, attorneys, and partners, and their

respective affiliates, from and against all claims, losses, damages, costs (including the costs of preparation and attorneys’ fees)

and expenses suffered in respect of any such claimed or existing fees.

6.9. Authorization

and Issuance. The Prior Notes were authorized by all necessary company action and validly issued and executed, and the Company’s

signatory had full corporate or other requisite authority to execute such agreements and to bind the Company.

6.10. Holding

Period. After due inquiry, the Company represents and warrants that at all times, the Company has complied in all material respects

with all applicable securities and other applicable laws in relation with the issuance, holding and transfer of the Prior Notes. To the

Company’s knowledge, no violation of securities and other applicable laws occurred in connection with the acquisition, issuance,

or holding of the Prior Notes.

6.11. No

Modifications. No written document, agreement, instrument, contract, amendment or modification to the Prior Notes exists that supplements,

modifies, or amends the Prior Notes, with the following exceptions: (i) that certain Amendment No. 1 to 2024 Note Purchase Agreement and

2024 Subordinated Promissory Notes dated August 8, 2024; (ii) that certain Amendment No. 2 to 2024 Subordinated Promissory Notes dated

June 18, 2025; and (iii) that certain Amendment No. 3 to 2024 Subordinated Promissory Notes dated December 11, 2025, all delivered to

Holder prior to the date hereof.

6.12. Absence

of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency,

self-regulatory organization or body pending against or affecting the Company, the Common Stock of the Company, $0.001 par value per share

(“Common Stock”), or any of the Company’s subsidiaries, wherein an unfavorable decision, ruling or finding would

have a material adverse effect on the Company or its operations.

6.13. No

Additional Consideration. The Company has not received any cash or property consideration in any form whatsoever for entering into

this Agreement, other than the surrender of the Prior Notes.

6.14. Recitals.

All of the information, facts and representations set forth in the Recitals section of this Agreement are in all respects true and accurate

as of the date hereof and are incorporated as representations and warranties of the Company as if set forth in this Section 6.

6.15. Acknowledgement

of Obligations. The Company hereby acknowledges, confirms and agrees that the obligations of the Company to Holder under the Exchange

Note are unconditionally owed by the Company to Holder without offset, defense or counterclaim of any kind, nature or description whatsoever.

6.16. Sufficient

Contacts. The Company acknowledges that the State of Utah has a reasonable relationship and sufficient contacts to the transactions

contemplated by the Exchange Documents and any dispute that may arise related thereto such that the laws and venue of the State of Utah,

as set forth more specifically in Section 11.3 below, shall be applicable to the Exchange Documents and the transactions contemplated

therein.

6.17. Subordination.

The Prior Notes are not subject to any subordination or intercreditor agreement still in effect and there are no restrictions binding

on the Company with respect to making payments under the Prior Notes.

7. Company

Covenants. Until all of Company’s obligations under the Exchange Note are paid and performed in full, or within the

timeframes otherwise specifically set forth below, Company will at all times comply with the following covenants: (i) so long as

Holder beneficially owns the Exchange Note and for at least twenty (20) days thereafter, Company will timely file on the applicable

deadline all reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the 1934 Act, and will take all

reasonable action under its control to ensure that adequate current public information with respect to Company, as required in

accordance with Rule 144 of the 1933 Act, is publicly available, and will not terminate its status as an issuer required to file

reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; (ii) the

Common Stock shall be listed or quoted for trading on NYSE, NYSE American or Nasdaq; (iii) trading in Company’s Common Stock

will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease trading on Company’s principal trading

market; (iv) except with respect to (a) liens arising in connection with acquisitions after the date hereof solely on assets of an

acquisition target securing acquisition-related seller financing, (b) statutory liens for taxes, assessments, or governmental

charges not yet due or being contested in good faith by appropriate proceedings; (c) liens arising in the ordinary course of

business, (d) liens arising by operation of law, and (e) liens existing on the date hereof and disclosed in writing to Holder

(collectively, “Permitted Liens”), Company will not encumber, mortgage, pledge or grant a security interest in

any of its assets; (v) Company will not make any Restricted Issuance (as defined below) without Holder’s prior written

consent, which consent may be granted or withheld in Holder’s sole and absolute discretion; provided, however, that

Holder’s consent will not be required for a Permitted Issuance; (vi) Company will not enter into any agreement or otherwise

agree to any covenant, condition, or obligation that locks up, restricts in any way or otherwise prohibits Company: (a) from

entering into a variable rate transaction with Holder or any affiliate of Holder, or (b) from issuing Common Stock, preferred stock,

warrants, convertible notes, other debt securities, or any other Company securities to Holder or any affiliate of Holder; (vii)

Company will notify Holder of any action, suit, proceeding, inquiry or investigation filed or initiated against Company or Virtuix

Inc within five (5) Trading Days of the initiation of such; and (viii) neither Company nor Virtuix Inc will sell, transfer or issue

any equity or grant any rights to any equity interest or voting rights in Virtuix Inc.

For

purposes hereof, the term “Restricted Issuance” means the issuance, incurrence or guaranty of any debt

obligations (including any merchant cash advance, account receivable factoring or other similar agreement) or the issuance of any

securities that: (1) have or may have conversion rights of any kind, contingent, conditional or otherwise, in which the number of

shares that may be issued pursuant to such conversion right varies with the market price of the Common Shares, (2) are or may become

convertible into Common Shares (including without limitation convertible debt, warrants or convertible preferred shares), with a

conversion price that varies with the market price of the Common Shares, even if such security only becomes convertible following an

event of default, the passage of time, or another trigger event or condition; (3) have a fixed conversion price, exercise price or

exchange price that is subject to being reset at some future date at any time after the initial issuance of such debt or equity

security (A) due to a change in the market price of Company’s Common Shares since the date of the initial issuance, or (B)

upon the occurrence of specified or contingent events directly or indirectly related to the business of Company (including, without

limitation, any “full ratchet” or “weighted average” anti-dilution provisions, but not including any

standard anti-dilution protection for any reorganization, recapitalization, non-cash dividend, stock split or other similar

transaction); or (4) are issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar

settlement or exchange; other than any of the following (each, a “Permitted Issuance”): (a) debt for equipment

financing or trade payables, in each case, in the ordinary course of business, (b) acquisition-related debt with no variable price

features and solely encumbering assets acquired in such acquisition or acquisitions, (c) debt that is subordinated to the Exchange

Note, (d) Common Shares issued pursuant to an “at-the-market” facility, (e) current or future ATM facilities; or (f)

primary offerings of Common Shares or Warrants without variable price mechanics or any anti-dilution, “alternate cash

exercise”, or other similar mechanics or provisions that would allow for the reduction of the exercise price of the warrants

or increase the number of shares exercisable under the warrants.

8. Releases and Waivers.

8.1. The

Company hereby waives, to the fullest extent allowable under law, any and all defenses that may be available to a debtor under applicable

state and federal law including, without limiting the foregoing, any and all defenses available to a debtor or maker under the provisions

of the Uniform Commercial Code pertaining to negotiable instruments.

8.2. Upon

execution of this Agreement, the Company releases and forever discharges Holder of and from any and all manner of actions, suits, debts,

sums of money, contracts, agreements, claims and demands at law or in equity, that the Company had, or may have arising from the Prior

Notes; provided, however, that such release shall not extend to (i) any claims arising from the Holder’s breach of the Exchange

Documents, (ii) any claims for fraud or willful misconduct by Holder, or (iii) any obligations of the Holder arising under the Exchange

Documents that survive the Closing.

9. Conditions

to the Company’s Obligation to Exchange. The obligation of the Company hereunder to exchange the Prior Notes for the Exchange

Note at the Closing is subject to the satisfaction, on or before the Closing Date, of each of the following conditions:

9.1. Holder shall have executed and delivered this Agreement to the Company.

9.2. Holder shall have delivered a copy of the

Prior Notes to the Company for cancellation.

10. Conditions

to Holder’s Obligation to Exchange. The obligation of Holder hereunder to Exchange the Prior Notes at the Closing is subject

to the satisfaction, on or before the Closing Date, of each of the following conditions, provided that these conditions are for Holder’s

sole benefit and may be waived by Holder at any time in its sole discretion:

10.1. The Company shall have executed and delivered

this Agreement and the Exchange Note to Holder.

10.2. The

Company shall have delivered to Holder a fully executed Officer’s Certificate substantially in the form attached hereto as Exhibit

C (the “Officer’s Certificate”) evidencing the Company’s approval of the Note Exchange and the Exchange

Documents.

10.3. Virtuix, Inc. shall have issued and delivered the Guaranty to Holder.

10.4. The Company shall have delivered to Holder all other Exchange Documents.

11. Miscellaneous.

The provisions set forth in this Section 11 shall apply to this Agreement, as well as all other Exchange Documents as if these terms were

fully set forth therein.

11.1. Defined

Terms. To the extent any capitalized term used in any Exchange Document is defined in any other Exchange Document (as noted therein),

such capitalized term shall remain applicable in the Exchange Document in which it is so used even if the other Exchange Document (wherein

such term is defined) has been released, satisfied, or is otherwise cancelled.

11.2. Arbitration

of Claims. Each party agrees that any dispute arising out of or relating to this Agreement or any other Exchange Document shall be

subject to the Arbitration Provisions attached hereto as Exhibit D.

11.3. Governing

Law; Venue. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Utah without regard to

the principles of conflict of laws. Each party consents to and expressly agrees that the exclusive venue for arbitration of any dispute

arising out of or relating to this Agreement or the relationship of the parties or their affiliates shall be in Salt Lake County, Utah.

Without modifying the parties’ obligations to resolve disputes hereunder pursuant to the Arbitration Provisions, each party hereto

submits to the exclusive jurisdiction of any state or federal court sitting in Salt Lake County, Utah in any proceeding arising out of

or relating to this Agreement and agrees that all Claims in respect of the proceeding may only be heard and determined in any such court

and hereby expressly submits to the exclusive personal jurisdiction and venue of such court for the purposes hereof and expressly waives

any claim of improper venue and any claim that such courts are an inconvenient forum.

11.4. Successors

and Assigns; Third Party Beneficiaries. This Agreement shall inure to the benefit of and be binding upon the successors and permitted

assigns of the parties hereto. Except as otherwise expressly provided herein, no person other than the parties hereto and their successors

and permitted assigns is intended to be a beneficiary of this Agreement.

11.5. Pronouns.

All pronouns and any variations thereof in this Agreement refer to the masculine, feminine or neuter, singular or plural, as the context

may permit or require.

11.6. Counterparts.

This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall

constitute one instrument. The parties hereto confirm that any electronic copy of another party’s executed counterpart of this Agreement

(or its signature page thereof) will be deemed to be an executed original thereof.

11.7. Headings.

The headings of this Agreement are for convenience of reference and shall not form part of, or affect the interpretation of, this Agreement.

11.8. Severability.

Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable

law, but if any provision of this Agreement shall be invalid or unenforceable in any jurisdiction, such provision shall be modified to

achieve the objective of the parties to the fullest extent permitted and such invalidity or unenforceability shall not affect the validity

or enforceability of the remainder of this Agreement or the validity or enforceability of this Agreement in any other jurisdiction.

11.9. Entire

Agreement. This Agreement, together with the Exchange Note, and the other Exchange Documents, constitutes and contains the entire

agreement between the parties hereto, and supersedes all prior oral or written agreements and understandings between Holder, the Company,

their affiliates and persons acting on their behalf with respect to the matters discussed herein, and this Agreement and the instruments

referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as

specifically set forth herein or therein, neither the Company nor Holder makes any representation, warranty, covenant or undertaking with

respect to such matters. For the avoidance of doubt, all prior term sheets or other documents between the Company and Holder, or any affiliate

thereof, related to the transactions contemplated by the Exchange Documents (collectively, “Prior Agreements”), that

may have been entered into between the Company and Holder, or any affiliate thereof, are hereby null and void and deemed to be replaced

in their entirety by the Exchange Documents. To the extent there is a conflict between any term set forth in any Prior Agreement and the

term(s) of the Exchange Documents, the Exchange Documents shall govern.

11.10. No

Reliance. The Company acknowledges and agrees that neither Holder nor any of its officers, directors, members, managers, partners,

representatives or agents has made any representations or warranties to the Company or any of its officers, directors, stockholders, agents,

representatives, or employees except as expressly set forth in the Exchange Documents and, in making its decision to enter into the transactions

contemplated by the Exchange Documents, the Company is not relying on any representation, warranty, covenant or promise of Holder or its

officers, directors, members, managers, agents or representatives other than as set forth in the Exchange Documents.

11.11. Amendment.

Any amendment, supplement or modification of or to any provision of this Agreement, shall be effective only if it is made or given by

an instrument in writing (excluding any email message) and signed by the Company and Holder.

11.12. No

Waiver. No forbearance, failure or delay on the part of a party hereto in exercising any right, power or remedy hereunder shall operate

as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise

thereof or the exercise of any other right, power or remedy. Any waiver of any provision of this Agreement shall be effective (a) only

if it is made or given in writing (including an email message) and (b) only in the specific instance and for the specific purpose for

which made or given.

11.13. Assignment.

Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be assigned, by

operation of law or otherwise, in whole or in part, by the Company without the prior written consent of Holder, which consent may be withheld

at the sole discretion of Holder; provided, however, that in the case of a merger, sale of substantially all of the Company’s

assets or other corporate reorganization, Holder shall not unreasonably withhold, condition or delay such consent. This Agreement or any

of the severable rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to

a third party, including its financing sources, in whole or in part.

11.14. Advice

of Counsel. In connection with the preparation of this Agreement and all other Exchange Documents, each of the Company, its stockholders,

officers, agents, and representatives acknowledges and agrees that the attorney that prepared this Agreement and all of the other Exchange

Documents acted as legal counsel to Holder only. Each of the Company, its stockholders, officers, agents, and representatives (i) hereby

acknowledges that he/she/it has been, and hereby is, advised to seek legal counsel and to review this Agreement and all of the other Exchange

Documents with legal counsel of his/her/its choice, and (ii) either has sought such legal counsel or hereby waives the right to do so.

11.15. No

Strict Construction. The language used in this Agreement is the language chosen mutually by the parties hereto and no doctrine of

construction shall be applied for or against any party.

11.16. Attorneys’

Fees. In the event of any action at law or in equity to enforce or interpret the terms of this Agreement or any of the other Exchange

Documents, the parties agree that the prevailing party be entitled to an additional award of the full amount of the attorneys’

fees and expenses paid by such prevailing party in connection with the litigation and/or dispute without reduction or apportionment based

upon the individual claims or defenses giving rise to the fees and expenses. Nothing herein shall restrict or impair a court’s

power to award fees and expenses for frivolous or bad faith pleading. If (i) the Exchange Note is placed in the hands of an attorney

for collection or enforcement prior to commencing arbitration or legal proceedings, or is collected or enforced through any arbitration

or legal proceeding, or Holder otherwise takes action to collect amounts due under the Exchange Note or to enforce the provisions of

the Exchange Note, or (ii) there occurs any bankruptcy, reorganization, receivership of the Company or other proceedings affecting the

Company’s creditors’ rights and involving a claim under the Exchange Note; then the Company shall pay the costs incurred

by Holder for such collection, enforcement or action or in connection with such bankruptcy, reorganization, receivership or other proceeding,

including, without limitation, attorneys’ fees, expenses, deposition costs, and disbursements.

11.17. Waiver

of Jury Trial. EACH PARTY TO THIS AGREEMENT IRREVOCABLY WAIVES ANY AND ALL RIGHTS IT MAY HAVE TO DEMAND THAT ANY ACTION, PROCEEDING

OR COUNTERCLAIM ARISING OUT OF OR IN ANY WAY RELATED TO THIS AGREEMENT, ANY OTHER EXCHANGE DOCUMENT, OR THE RELATIONSHIPS OF THE PARTIES

HERETO BE TRIED BY JURY. THIS WAIVER EXTENDS TO ANY AND ALL RIGHTS TO DEMAND A TRIAL BY JURY ARISING UNDER COMMON LAW OR ANY APPLICABLE

STATUTE, LAW, RULE OR REGULATION. FURTHER, EACH PARTY HERETO ACKNOWLEDGES THAT IT IS KNOWINGLY AND VOLUNTARILY WAIVING ITS RIGHT TO DEMAND

TRIAL BY JURY.

11.18. Further

Assurances. Each party shall do and perform or cause to be done and performed, all such further acts and things, and shall execute

and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to

carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

11.19. Notices.

Any notice required or permitted hereunder shall be given in writing (unless otherwise specified herein) and shall be deemed effectively

given on the earliest of: (i) the date delivered, if delivered by personal delivery as against written receipt therefor or by email to

an executive officer named below or such officer’s successor, or by facsimile (with successful transmission confirmation which

is kept by sending party), (ii) the earlier of the date delivered or the third Trading Day after deposit, postage prepaid, in the United

States Postal Service by certified mail or with an international courier, or (iii) the earlier of the date delivered or the third Trading

Day after mailing by express courier, with delivery costs and fees prepaid, in each case, addressed to each of the other parties thereunto

entitled at the following addresses (or at such other addresses as such party may designate by five (5) calendar days’ advance

written notice similarly given to each of the other parties hereto):

If to Company:

Virtuix Holdings Inc.

Attn: Jan Goetgeluk

11500 Metric Blvd, Suite 430

Austin, TX 78758

If to Holder:

Streeterville Capital, LLC

Attn: John M. Fife

297 Auto Mall Drive, Suite #4

St. George, Utah 84770

With a copy to (which copy shall

not constitute notice):

Hansen Black Anderson Ashcraft PLLC

Attn: Jonathan K. Hansen

3051 West Maple Loop Drive, Suite 325

Lehi, Utah 84048

11.20. Survival

of Representations and Warranties. All of the representations and warranties made herein shall survive the execution and delivery

of this Agreement for the maximum time allowable by applicable law.

11.21. Transaction

Fees. Except as otherwise set forth herein, each party shall be responsible for its own attorneys’ fees and other costs and

expenses associated with documenting and closing the transaction contemplated by this Agreement.

11.22. Specific

Performance. The Company and Holder acknowledge and agree that irreparable damage would occur in the event that any provision of this

Agreement or any of the other Exchange Documents were not performed in accordance with its specific terms. It is accordingly agreed that

Holder shall be entitled to one or more injunctions to prevent or cure breaches of the provisions of this Agreement or such other Exchange

Document and to enforce specifically the terms and provisions hereof or thereof, this being in addition to any other remedy to which Holder

may be entitled under the Exchange Documents, at law or in equity. Company specifically agrees that: (i) following an Event of Default

(as defined in the Exchange Note) under the Note, Holder shall have the right to seek and receive injunctive relief from a court or an

arbitrator prohibiting Company from issuing any of its Common Stock or preferred stock to any party unless fifty percent (50%) of the

gross proceeds received by Company in connection with such issuance are simultaneously used by Company to make a payment under the Note;

and (ii) following a breach of Section 7(vi) above, Holder shall have the right to seek and receive injunctive relief from a court or

arbitrator invalidating such lock-up Company specifically acknowledges that Holder’s right to obtain specific performance constitutes

bargained for leverage and that the loss of such leverage would result in irreparable harm to Holder. For the avoidance of doubt, in the

event Holder seeks to obtain an injunction from a court or an arbitrator against Company or specific performance of any provision of any

Exchange Document, such action shall not be a waiver of any right of Holder under any Exchange Document, at law, or in equity, including

without limitation its rights to arbitrate any Claim pursuant to the terms of the Exchange Documents, nor shall Holder’s pursuit

of an injunction prevent Holder, under the doctrines of claim preclusion, issues preclusion, res judicata or other similar legal doctrines,

from pursuing other Claims in the future in a separate arbitration.

11.23. Time

is of the Essence. Time is expressly made of the essence of each and every provision of this Agreement and the Exchange Documents.

11.24. Voluntary

Agreement. The Company has carefully read this Agreement and each of the other Exchange Documents and has asked any questions needed

for the Company to understand the terms, consequences and binding effect of this Agreement and each of the other Exchange Documents and

fully understand them. The Company has had the opportunity to seek the advice of an attorney of the Company’s choosing, or has waived

the right to do so, and is executing this Agreement and each of the other Exchange Documents voluntarily and without any duress or undue

influence by Holder or anyone else.

[Remainder of the page intentionally

left blank; signature page to follow]

IN WITNESS

WHEREOF, each of the undersigned represents that the foregoing

statements made by it above are true and correct and that it has caused this Exchange Agreement to be duly executed on its behalf (if

an entity, by one of its officers thereunto duly authorized) as of the date first above written.

HOLDER:

Streeterville

Capital, LLC

By:

/s/

John M. Fife

John

M. Fife, President

COMPANY:

Virtuix

Holdings Inc.

By:

/s/

Jan Goetgeluk

Jan

Goetgeluk, Chief Executive Officer

ATTACHMENTS:

Schedule

Note

Sellers

Exhibit

Exchange

Note

Exhibit

Guaranty

Exhibit

Officer’s

Certificate

Exhibit

Arbitration

Provisions

[Signature

Page to Exchange Agreement]

SCHEDULE 1

NOTE SELLERS

Note Seller

Issuance Date

Original Principal Amount

Outstanding Balance

Paul A. Farr

July 15, 2024

$ 250,000

$ 326,808.22

Goedele Criel

July 15, 2024

$ 50,000

$ 65,361.64

Jonathan Brown

July 15, 2024

$ 100,000

$ 130,723.29

Madison Trust Company FBO Michael H. Jones M24079375

July 24, 2024

$ 100,000

$ 130,279.45

Christian Van Craeyvelt

July 16, 2024

$ 50,000

$ 65,336.99

Denis Van Loo

July 15, 2024

$ 100,000

$ 130,723.29

Walter A. Formby

July 16, 2024

$ 300,000

$ 392,021.92

Golden Properties, LLC

July 15, 2024

$ 50,000

$ 65,361.64

Stephen Snodell

July 15, 2024

$ 300,000

$ 392,169.86

Patrick Clerkin

August 12, 2024

$ 50,000

$ 64,671.23

Matthew Kerin

August 13, 2024

$ 50,000

$ 64,646.58

George Garcia

August 22, 2024

$ 100,000

$ 128,849.32

Truffle B.V.

August 23, 2024

$ 200,000

$ 257,600.00

Quest Trust Company FBO Brian Chiu IRA

August 28, 2024

$ 100,000

$ 128,553.42

Anthony Foux

September 3, 2024

$ 50,000

$ 64,128.77

Heron Capital LLC

December 10, 2024

$ 17,500

$ 21,599.32

Exhibit D

ARBITRATION PROVISIONS

1. Dispute

Resolution. For purposes of these arbitration provisions (the “Arbitration Provisions”), the term “Claims”

means any disputes, claims, demands, causes of action, requests for injunctive relief, requests for specific performance, liabilities,

damages, losses, or controversies whatsoever arising from, related to, or connected with the transactions contemplated in the Exchange

Documents and any communications between the parties related thereto, including without limitation any claims

of mutual mistake, mistake, fraud, misrepresentation, failure of formation, failure of consideration, promissory estoppel, unconscionability,

failure of condition precedent, rescission, and any statutory claims, tort claims, contract claims, or claims to void, invalidate or terminate

the Agreement (or these Arbitration Provisions (defined below)) or any of the other Exchange Documents.

For the avoidance of doubt, Holder’s pursuit of an injunction or other Claim pursuant to these Arbitration Provisions or with a

court will not later prevent Holder under the doctrines of claim preclusion, issue preclusion, res judicata or other similar legal doctrines

from pursuing other Claims in a separate arbitration in the future. The parties to the Agreement (the “parties”) hereby

agree that the Claims may be arbitrated in one or more arbitrations pursuant to these Arbitration Provisions (one for an injunction or

injunctions and a separate one for all other Claims). The parties to the Agreement hereby agree that these Arbitration Provisions are

binding on each of them. As a result, any attempt to rescind the Agreement (or these Arbitration Provisions) or any other Exchange

Document or declare the Agreement (or these Arbitration Provisions) or any other Exchange Document

invalid or unenforceable pursuant to Section 29 of the 1934 Act or for any other reason is subject to these Arbitration Provisions. Any

capitalized term not defined in these Arbitration Provisions shall have the meaning set forth in the Agreement.

2. Arbitration.

Except as otherwise provided herein, all Claims must be submitted to arbitration (“Arbitration”) to be conducted exclusively

in Salt Lake County, Utah and pursuant to the terms set forth in these Arbitration Provisions. Subject to the arbitration appeal right

provided for in Paragraph 5 below (the “Appeal Right”), the parties agree that the award of the arbitrator rendered

pursuant to Paragraph 4 below (the “Arbitration Award”) shall be (a) final and binding upon the parties, (b) the sole

and exclusive remedy between them regarding any Claims, counterclaims, issues, or accountings presented or pleaded to the arbitrator,

and (c) promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Subject to the

Appeal Right, any costs or fees, including without limitation attorneys’ fees, incurred in connection with or incident to enforcing

the Arbitration Award shall, to the maximum extent permitted by law, be charged against the party resisting such enforcement. The Arbitration

Award shall include default interest (as defined or otherwise provided for in the Note, “Default Interest”) (with respect

to monetary awards) at the rate specified in the Note for Default Interest both before and after the Arbitration Award. Judgment upon

the Arbitration Award will be entered and enforced by any state or federal court sitting in Salt Lake County, Utah.

3. The

Arbitration Act. The parties hereby incorporate herein the provisions and procedures set forth in the Utah Uniform Arbitration Act,

U.C.A. § 78B-11-101 et seq. (as amended or superseded from time to time, the “Arbitration Act”). Notwithstanding

the foregoing, pursuant to, and to the maximum extent permitted by, Section 105 of the Arbitration Act, in the event of conflict or variation

between the terms of these Arbitration Provisions and the provisions of the Arbitration Act, the terms of these Arbitration Provisions

shall control and the parties hereby waive or otherwise agree to vary the effect of all requirements of the Arbitration Act that may conflict

with or vary from these Arbitration Provisions.

4. Arbitration Proceedings. Arbitration between the parties will be subject to the following:

4.1 Initiation

of Arbitration. Pursuant to Section 110 of the Arbitration Act, the parties agree that a party may initiate Arbitration by

giving written notice to the other party (“Arbitration Notice”) in the same manner that notice is permitted under

Section 11.19 of the Agreement (the “Notice Provision”); provided, however, that the Arbitration Notice

may not be given by email or fax. Arbitration will be deemed initiated as of the date that the Arbitration Notice is deemed

delivered to such other party under the Notice Provision (the “Service Date”). After the Service Date,

information may be delivered, and notices may be given, by email or fax pursuant to the Notice Provision or any other method

permitted thereunder. The Arbitration Notice must describe the nature of the controversy, the remedies sought, and the election to

commence Arbitration proceedings. All Claims in the Arbitration Notice must be pleaded consistent with the Utah Rules of Civil

Procedure.

4.2 Selection and Payment of Arbitrator.

(a) Within

ten (10) calendar days after the Service Date, Holder shall select and submit to Company the names of three (3) arbitrators that are

designated as “neutrals” or qualified arbitrators by Utah ADR Services (http://www.utahadrservices.com) (such three (3) designated

persons hereunder are referred to herein as the “Proposed Arbitrators”). For the avoidance of doubt, each Proposed

Arbitrator must be qualified as a “neutral” with Utah ADR Services. Within five (5) calendar days after Holder has submitted

to Company the names of the Proposed Arbitrators, Company must select, by written notice to Holder, one (1) of the Proposed Arbitrators

to act as the arbitrator for the parties under these Arbitration Provisions. If Company fails to select one of the Proposed Arbitrators

in writing within such 5-day period, then Holder may select the arbitrator from the Proposed Arbitrators by providing written notice

of such selection to Company.

(b) If

Holder fails to submit to Company the Proposed Arbitrators within ten (10) calendar days after the Service Date pursuant to subparagraph

(a) above, then Company may at any time prior to Holder so designating the Proposed Arbitrators, identify the names of three (3) arbitrators

that are designated as “neutrals” or qualified arbitrators by Utah ADR Service by written notice to Holder. Holder may then,

within five (5) calendar days after Company has submitted notice of its Proposed Arbitrators to Holder, select, by written notice to Company,

one (1) of the Proposed Arbitrators to act as the arbitrator for the parties under these Arbitration Provisions. If Holder fails to select

in writing and within such 5-day period one (1) of the three (3) Proposed Arbitrators selected by Company, then Company may select the

arbitrator from its three (3) previously selected Proposed Arbitrators by providing written notice of such selection to Holder.

a Proposed Arbitrator chosen to serve as arbitrator declines or is otherwise unable to serve as arbitrator, then the party that

selected such Proposed Arbitrator may select one (1) of the other three (3) Proposed Arbitrators within three (3) calendar days of

the date the chosen Proposed Arbitrator declines or notifies the parties he or she is unable to serve as arbitrator. If all three

(3) Proposed Arbitrators decline or are otherwise unable to serve as arbitrator, then the arbitrator selection process shall begin

again in accordance with this Paragraph 4.2.

(d) The

date that the Proposed Arbitrator selected pursuant to this Paragraph 4.2 agrees in writing (including via email) delivered to both parties

to serve as the arbitrator hereunder is referred to herein as the “Arbitration Commencement Date”. If an arbitrator

resigns or is unable to act during the Arbitration, a replacement arbitrator shall be chosen in accordance with this Paragraph 4.2 to

continue the Arbitration. If Utah ADR Services ceases to exist or to provide a list of neutrals and there is no successor thereto, then

the arbitrator shall be selected under then prevailing rules of the American Arbitration Association.

(e) Subject

to Paragraph 4.10 below, the cost of the arbitrator must be paid equally by both parties. Subject to Paragraph 4.10 below, if one party

refuses or fails to pay its portion of the arbitrator fee, then the other party can advance such unpaid amount (subject to the accrual

of Default Interest thereupon), with such amount being added to or subtracted from, as applicable, the Arbitration Award.

4.3 Applicability

of Certain Utah Rules. The parties agree that the Arbitration shall be conducted generally in accordance with the Utah Rules of Civil

Procedure and the Utah Rules of Evidence. More specifically, the Utah Rules of Civil Procedure shall apply, without limitation, to the

filing of any pleadings, motions or memoranda, the conducting of discovery, and the taking of any depositions. The Utah Rules of Evidence

shall apply to any hearings, whether telephonic or in person, held by the arbitrator. Notwithstanding the foregoing, it is the parties’

intent that the incorporation of such rules will in no event supersede these Arbitration Provisions. In the event of any conflict between

the Utah Rules of Civil Procedure or the Utah Rules of Evidence and these Arbitration Provisions, these Arbitration Provisions shall control.

4.4 Answer

and Default. An answer and any counterclaims to the Arbitration Notice shall be required to be delivered to the party initiating

the Arbitration within twenty (20) calendar days after the Arbitration Commencement Date. If an answer is not delivered by the required

deadline, the arbitrator must provide written notice to the defaulting party stating that the arbitrator will enter a default award against

such party if such party does not file an answer within five (5) calendar days of receipt of such notice. If an answer is not filed within

the five (5) day extension period, the arbitrator must render a default award, consistent with the relief requested in the Arbitration

Notice, against a party that fails to submit an answer within such time period.

4.5 Related

Litigation. The party that delivers the Arbitration Notice to the other party shall have the option to also commence concurrent legal

proceedings with any state or federal court sitting in Salt Lake County, Utah (“Litigation Proceedings”), subject to

the following: (a) the complaint in the Litigation Proceedings is to be substantially similar to the claims set forth in the Arbitration

Notice, provided that an additional cause of action to compel arbitration will also be included therein, (b) so long as the other party

files an answer to the complaint in the Litigation Proceedings and an answer to the Arbitration Notice, the Litigation Proceedings will

be stayed pending an Arbitration Award (or Appeal Panel Award (defined below), as applicable) hereunder, (c) if the other party fails

to file an answer in the Litigation Proceedings or an answer in the Arbitration proceedings, then the party initiating Arbitration shall

be entitled to a default judgment consistent with the relief requested, to be entered in the Litigation Proceedings, and (d) any legal

or procedural issue arising under the Arbitration Act that requires a decision of a court of competent jurisdiction may be determined

in the Litigation Proceedings. Any award of the arbitrator (or of the Appeal Panel (defined below)) may be entered in such Litigation

Proceedings pursuant to the Arbitration Act. In the event either party successfully petitions a court to compel arbitration, the losing

party in such action shall be required to pay the prevailing party’s attorneys’ fees and costs incurred in connection with

such action.

4.6 Discovery.

Pursuant to Section 118(8) of the Arbitration Act, the parties agree that discovery shall be conducted as follows:

(a) Written

discovery will only be allowed if the likely benefits of the proposed written discovery outweigh the burden or expense thereof, and the

written discovery sought is likely to reveal information that will satisfy a specific element of a claim or defense already pleaded in

the Arbitration. The party seeking written discovery shall always have the burden of showing that all of the standards and limitations

set forth in these Arbitration Provisions are satisfied. The scope of discovery in the Arbitration proceedings shall also be limited as

follows:

(i) To facts directly connected with the transactions contemplated by the Agreement.

(ii) To

facts and information that cannot be obtained from another source or in another manner that is more convenient, less burdensome or less

expensive than in the manner requested.

(b) No

party shall be allowed (i) more than fifteen (15) interrogatories (including discrete subparts), (ii) more than fifteen (15) requests

for admission (including discrete subparts), (iii) more than ten (10) document requests (including discrete subparts), or (iv) more than

three (3) depositions (excluding expert depositions) for a maximum of seven (7) hours per deposition. The costs associated with depositions

will be borne by the party taking the deposition. The party defending the deposition will submit a notice to the party taking the deposition

of the estimated attorneys’ fees that such party expects to incur in connection with defending the deposition. If the party defending

the deposition fails to submit an estimate of attorneys’ fees within five (5) calendar days of its receipt of a deposition notice,

then such party shall be deemed to have waived its right to the estimated attorneys’ fees. The party taking the deposition must

pay the party defending the deposition the estimated attorneys’ fees prior to taking the deposition, unless such obligation is deemed

to be waived as set forth in the immediately preceding sentence. If the party taking the deposition believes that the estimated attorneys’

fees are unreasonable, such party may submit the issue to the arbitrator for a decision. All depositions will be taken in Utah.

discovery requests (including document production requests included in deposition notices) must be submitted in writing to the

arbitrator and the other party. The party submitting the written discovery requests must include with such discovery requests a

detailed explanation of how the proposed discovery requests satisfy the requirements of these Arbitration Provisions and the Utah

Rules of Civil Procedure. The receiving party will then be allowed, within five (5) calendar days of receiving the proposed

discovery requests, to submit to the arbitrator an estimate of the attorneys’ fees and costs associated with responding to

such written discovery requests and a written challenge to each applicable discovery request. After receipt of an estimate of

attorneys’ fees and costs and/or challenge(s) to one or more discovery requests, consistent with subparagraph (c) above, the

arbitrator will within three (3) calendar days make a finding as to the likely attorneys’ fees and costs associated with

responding to the discovery requests and issue an order that (i) requires the requesting party to prepay the attorneys’ fees

and costs associated with responding to the discovery requests, and (ii) requires the responding party to respond to the discovery

requests as limited by the arbitrator within twenty-five (25) calendar days of the arbitrator’s finding with respect to such

discovery requests. If a party entitled to submit an estimate of attorneys’ fees and costs and/or a challenge to discovery

requests fails to do so within such 5-day period, the arbitrator will make a finding that (A) there are no attorneys’ fees or

costs associated with responding to such discovery requests, and (B) the responding party must respond to such discovery requests

(as may be limited by the arbitrator) within twenty-five (25) calendar days of the arbitrator’s finding with respect to such

discovery requests. Any party submitting any written discovery requests, including without limitation interrogatories, requests for

production subpoenas to a party or a third party, or requests for admissions, must prepay the estimated attorneys’ fees and

costs, before the responding party has any obligation to produce or respond to the same, unless such obligation is deemed waived as

set forth above.

(d) In

order to allow a written discovery request, the arbitrator must find that the discovery request satisfies the standards set forth in these

Arbitration Provisions and the Utah Rules of Civil Procedure. The arbitrator must strictly enforce these standards. If a discovery request

does not satisfy any of the standards set forth in these Arbitration Provisions or the Utah Rules of Civil Procedure, the arbitrator may

modify such discovery request to satisfy the applicable standards, or strike such discovery request in whole or in part.

(e) Each

party may submit expert reports (and rebuttals thereto), provided that such reports must be submitted within sixty (60) days of the Arbitration

Commencement Date. Each party will be allowed a maximum of two (2) experts. Expert reports must contain the following: (i) a complete

statement of all opinions the expert will offer at trial and the basis and reasons for them; (ii) the expert’s name and qualifications,

including a list of all the expert’s publications within the preceding ten (10) years, and a list of any other cases in which the

expert has testified at trial or in a deposition or prepared a report within the preceding ten (10) years; and (iii) the compensation

to be paid for the expert’s report and testimony. The parties are entitled to depose any other party’s expert witness one

(1) time for no more than four (4) hours. An expert may not testify in a party’s case-in-chief concerning any matter not fairly

disclosed in the expert report.

4.7 Dispositive

Motions. Each party shall have the right to submit dispositive motions pursuant Rule 12 or Rule 56 of the Utah Rules of Civil Procedure

(a “Dispositive Motion”). The party submitting the Dispositive Motion may, but is not required to, deliver to the arbitrator

and to the other party a memorandum in support (the “Memorandum in Support”) of the Dispositive Motion. Within seven

(7) calendar days of delivery of the Memorandum in Support, the other party shall deliver to the arbitrator and to the other party a memorandum

in opposition to the Memorandum in Support (the “Memorandum in Opposition”). Within seven (7) calendar days of delivery

of the Memorandum in Opposition, as applicable, the party that submitted the Memorandum in Support shall deliver to the arbitrator and

to the other party a reply memorandum to the Memorandum in Opposition (“Reply Memorandum”). If the applicable party

shall fail to deliver the Memorandum in Opposition as required above, or if the other party fails to deliver the Reply Memorandum as required

above, then the applicable party shall lose its right to so deliver the same, and the Dispositive Motion shall proceed regardless.

4.8 Confidentiality.

All information disclosed by either party (or such party’s agents) during the Arbitration process (including without

limitation information disclosed during the discovery process or any Appeal (defined below)) shall be considered confidential in

nature. Each party agrees not to disclose any confidential information received from the other party (or its agents) during the

Arbitration process (including without limitation during the discovery process or any Appeal) unless (a) prior to or after the time

of disclosure such information becomes public knowledge or part of the public domain, not as a result of any inaction or action of

the receiving party or its agents, (b) such information is required by a court order, subpoena or similar legal duress to be

disclosed if such receiving party has notified the other party thereof in writing and given it a reasonable opportunity to obtain a

protective order from a court of competent jurisdiction prior to disclosure, or (c) such information is disclosed to the receiving

party’s agents, representatives and legal counsel on a need to know basis who each agree in writing not to disclose such

information to any third party. Pursuant to Section 118(5) of the Arbitration Act, the arbitrator is hereby authorized and directed

to issue a protective order to prevent the disclosure of privileged information and confidential information upon the written

request of either party.

4.9 Authorization;

Timing; Scheduling Order. Subject to all other sections of these Arbitration Provisions, the parties hereby authorize and direct the

arbitrator to take such actions and make such rulings as may be necessary to carry out the parties’ intent for the Arbitration proceedings

to be efficient and expeditious. Pursuant to Section 120 of the Arbitration Act, the parties hereby agree that an Arbitration Award must

be made within one hundred twenty (120) calendar days after the Arbitration Commencement Date. The arbitrator is hereby authorized and

directed to hold a scheduling conference within ten (10) calendar days after the Arbitration Commencement Date in order to establish a

scheduling order with various binding deadlines for discovery, expert testimony, and the submission of documents by the parties to enable

the arbitrator to render a decision prior to the end of such 120-day period.

4.10 Relief.

The arbitrator shall have the right to award or include in the Arbitration Award (or in a preliminary ruling) any relief which the arbitrator

deems proper under the circumstances, including, without limitation, specific performance and injunctive relief, provided that the arbitrator

may not award exemplary or punitive damages.

4.11 Fees

and Costs. As part of the Arbitration Award, the arbitrator is hereby directed to require the losing party (the party being awarded

the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory fines,

penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration, and

(b) reimburse the prevailing party for all reasonable attorneys’ fees, arbitrator costs and fees, deposition costs, other discovery

costs, and other expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration.

4.12 Motion

to Vacate. Following the entry of the Arbitration Award, if either party desires to file a Motion to Vacate the Arbitration Award

with a court in Salt Lake County, Utah, it must do so within the earlier of: (a) thirty (30) days of entry of the Arbitration Award; and

(b) in response to the prevailing party’s Motion to Confirm the Arbitration Award.

Arbitration Appeal.

5.1 Initiation

of Appeal. Following the entry of the Arbitration Award, either party (the “Appellant”) shall have a period of

thirty (30) calendar days in which to notify the other party (the “Appellee”), in writing, that the Appellant elects

to appeal (the “Appeal”) the Arbitration Award (such notice, an “Appeal Notice”) to a panel of arbitrators

as provided in Paragraph 5.2 below. The date the Appellant delivers an Appeal Notice to the Appellee is referred to herein as the “Appeal

Date”. The Appeal Notice must be delivered to the Appellee in accordance with the provisions of Paragraph 4.1 above with respect

to delivery of an Arbitration Notice. In addition, together with delivery of the Appeal Notice to the Appellee, the Appellant must also

pay for (and provide proof of such payment to the Appellee together with delivery of the Appeal Notice) a bond in the amount of 110% of

the sum the Appellant owes to the Appellee as a result of the Arbitration Award the Appellant is appealing. In the event an Appellant

delivers an Appeal Notice to the Appellee (together with proof of payment of the applicable bond) in compliance with the provisions of

this Paragraph 5.1, the Appeal will occur as a matter of right and, except as specifically set forth herein, will not be further conditioned.

In the event a party does not deliver an Appeal Notice (along with proof of payment of the applicable bond) to the other party within

the deadline prescribed in this Paragraph 5.1, such party shall lose its right to appeal the Arbitration Award. The Arbitration Award

will be considered final until the Appeal Notice has been properly delivered and the applicable appeal bond has been posted (along with

proof of payment of the applicable bond). The parties acknowledge and agree that any Appeal shall be deemed part of the parties’

agreement to arbitrate for purposes of these Arbitration Provisions and the Arbitration Act.

5.2 Selection

and Payment of Appeal Panel. In the event an Appellant delivers an Appeal Notice to the Appellee (together with proof of payment of

the applicable bond) in compliance with the provisions of Paragraph 5.1 above, the Appeal will be heard by a three (3) person arbitration

panel (the “Appeal Panel”).

(a) Within

ten (10) calendar days after the Appeal Date, the Appellee shall select and submit to the Appellant the names of five (5)

arbitrators that are designated as “neutrals” or qualified arbitrators by Utah ADR Services

(http://www.utahadrservices.com) (such five (5) designated persons hereunder are referred to herein as the “Proposed Appeal

Arbitrators”). For the avoidance of doubt, each Proposed Appeal Arbitrator must be qualified as a “neutral”

with Utah ADR Services, and shall not be the arbitrator who rendered the Arbitration Award being appealed (the “Original

Arbitrator”). Within five (5) calendar days after the Appellee has submitted to the Appellant the names of the Proposed

Appeal Arbitrators, the Appellant must select, by written notice to the Appellee, three (3) of the Proposed Appeal Arbitrators to

act as the members of the Appeal Panel. If the Appellant fails to select three (3) of the Proposed Appeal Arbitrators in writing

within such 5-day period, then the Appellee may select such three (3) arbitrators from the Proposed Appeal Arbitrators by providing

written notice of such selection to the Appellant.

(b) If

the Appellee fails to submit to the Appellant the names of the Proposed Appeal Arbitrators within ten (10) calendar days after the Appeal

Date pursuant to subparagraph (a) above, then the Appellant may at any time prior to the Appellee so designating the Proposed Appeal Arbitrators,

identify the names of five (5) arbitrators that are designated as “neutrals” or qualified arbitrators by Utah ADR Service

(none of whom may be the Original Arbitrator) by written notice to the Appellee. The Appellee may then, within five (5) calendar days

after the Appellant has submitted notice of its selected arbitrators to the Appellee, select, by written notice to the Appellant, three

(3) of such selected arbitrators to serve on the Appeal Panel. If the Appellee fails to select in writing within such 5-day period three

(3) of the arbitrators selected by the Appellant to serve as the members of the Appeal Panel, then the Appellant may select the three

(3) members of the Appeal Panel from the Appellant’s list of five (5) arbitrators by providing written notice of such selection

to the Appellee.

a selected Proposed Appeal Arbitrator declines or is otherwise unable to serve, then the party that selected such Proposed Appeal Arbitrator

may select one (1) of the other five (5) designated Proposed Appeal Arbitrators within three (3) calendar days of the date a chosen Proposed

Appeal Arbitrator declines or notifies the parties he or she is unable to serve as an arbitrator. If at least three (3) of the five (5)

designated Proposed Appeal Arbitrators decline or are otherwise unable to serve, then the Proposed Appeal Arbitrator selection process

shall begin again in accordance with this Paragraph 5.2; provided, however, that any Proposed Appeal Arbitrators who have already

agreed to serve shall remain on the Appeal Panel.

(d) The

date that all three (3) Proposed Appeal Arbitrators selected pursuant to this Paragraph 5.2 agree in writing (including via email) delivered

to both the Appellant and the Appellee to serve as members of the Appeal Panel hereunder is referred to herein as the “Appeal

Commencement Date”. No later than five (5) calendar days after the Appeal Commencement Date, the Appellee shall designate in

writing (including via email) to the Appellant and the Appeal Panel the name of one (1) of the three (3) members of the Appeal Panel to

serve as the lead arbitrator in the Appeal proceedings. Each member of the Appeal Panel shall be deemed an arbitrator for purposes of

these Arbitration Provisions and the Arbitration Act, provided that, in conducting the Appeal, the Appeal Panel may only act or make determinations

upon the approval or vote of no less than the majority vote of its members, as announced or communicated by the lead arbitrator on the

Appeal Panel. If an arbitrator on the Appeal Panel ceases or is unable to act during the Appeal proceedings, a replacement arbitrator

shall be chosen in accordance with Paragraph 5.2 above to continue the Appeal as a member of the Appeal Panel. If Utah ADR Services ceases

to exist or to provide a list of neutrals, then the arbitrators for the Appeal Panel shall be selected under then prevailing rules of

the American Arbitration Association.

(e)

Subject to Paragraph 5.7 below, the cost of the Appeal Panel must be paid entirely by the Appellant.

5.3 Appeal

Procedure. The Appeal will be deemed an appeal of the entire Arbitration Award. In conducting the Appeal, the Appeal Panel shall

conduct a de novo review of all Claims described or otherwise set forth in the Arbitration Notice. Subject to the foregoing and all other

provisions of this Paragraph 5, the Appeal Panel shall conduct the Appeal in a manner the Appeal Panel considers appropriate for a fair

and expeditious disposition of the Appeal, may hold one or more hearings and permit oral argument, and may review all previous evidence

and discovery, together with all briefs, pleadings and other documents filed with the Original Arbitrator (as well as any documents filed

with the Appeal Panel pursuant to Paragraph 5.4(a) below). Notwithstanding the foregoing, in connection with the Appeal, the Appeal Panel

shall not permit the parties to conduct any additional discovery or raise any new Claims to be arbitrated, shall not permit new witnesses

or affidavits, and shall not base any of its findings or determinations on the Original Arbitrator’s findings or the Arbitration

Award.

5.4 Timing.

(a) Within

seven (7) calendar days of the Appeal Commencement Date, the Appellant (i) shall deliver or cause to be delivered to the Appeal Panel

copies of the Appeal Notice, all discovery conducted in connection with the Arbitration, and all briefs, pleadings and other documents

filed with the Original Arbitrator (which material Appellee shall have the right to review and supplement if necessary), and (ii) may,

but is not required to, deliver to the Appeal Panel and to the Appellee a Memorandum in Support of the Appellant’s arguments concerning

or position with respect to all Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration. Within seven (7)

calendar days of the Appellant’s delivery of the Memorandum in Support, as applicable, the Appellee shall deliver to the Appeal

Panel and to the Appellant a Memorandum in Opposition to the Memorandum in Support. Within seven (7) calendar days of the Appellee’s

delivery of the Memorandum in Opposition, as applicable, the Appellant shall deliver to the Appeal Panel and to the Appellee a Reply Memorandum

to the Memorandum in Opposition. If the Appellant shall fail to substantially comply with the requirements of clause (i) of this subparagraph

(a), the Appellant shall lose its right to appeal the Arbitration Award, and the Arbitration Award shall be final. If the Appellee shall

fail to deliver the Memorandum in Opposition as required above, or if the Appellant shall fail to deliver the Reply Memorandum as required

above, then the Appellee or the Appellant, as the case may be, shall lose its right to so deliver the same, and the Appeal shall proceed

regardless.

(b) Subject

to subparagraph (a) above, the parties hereby agree that the Appeal must be heard by the Appeal Panel within thirty (30) calendar days

of the Appeal Commencement Date, and that the Appeal Panel must render its decision within thirty (30) calendar days after the Appeal

is heard (and in no event later than sixty (60) calendar days after the Appeal Commencement Date).

5.5 Appeal

Panel Award. The Appeal Panel shall issue its decision (the “Appeal Panel Award”) through the lead arbitrator on

the Appeal Panel. Notwithstanding any other provision contained herein, the Appeal Panel Award shall (a) supersede in its entirety and

make of no further force or effect the Arbitration Award (provided that any protective orders issued by the Original Arbitrator shall

remain in full force and effect), (b) be final and binding upon the parties, with no further rights of appeal, (c) be the sole and exclusive

remedy between the parties regarding any Claims, counterclaims, issues, or accountings presented or pleaded in the Arbitration, and (d)

be promptly payable in United States dollars free of any tax, deduction or offset (with respect to monetary awards). Any costs or fees,

including without limitation attorneys’ fees, incurred in connection with or incident to enforcing the Appeal Panel Award shall,

to the maximum extent permitted by law, be charged against the party resisting such enforcement. The Appeal Panel Award shall include

Default Interest (with respect to monetary awards) at the rate specified in the Note for Default Interest both before and after the Arbitration

Award. Judgment upon the Appeal Panel Award will be entered and enforced by a state or federal court sitting in Salt Lake County, Utah.

5.6 Relief.

The Appeal Panel shall have the right to award or include in the Appeal Panel Award any relief which the Appeal Panel deems proper under

the circumstances, including, without limitation, specific performance and injunctive relief, provided that the Appeal Panel may not award

exemplary or punitive damages.

5.7 Fees

and Costs. As part of the Appeal Panel Award, the Appeal Panel is hereby directed to require the losing party (the party being awarded

the least amount of money by the arbitrator, which, for the avoidance of doubt, shall be determined without regard to any statutory fines,

penalties, fees, or other charges awarded to any party) to (a) pay the full amount of any unpaid costs and fees of the Arbitration and

the Appeal Panel, and (b) reimburse the prevailing party (the party being awarded the most amount of money by the Appeal Panel, which,

for the avoidance of doubt, shall be determined without regard to any statutory fines, penalties, fees, or other charges awarded to any

part) the reasonable attorneys’ fees, arbitrator and Appeal Panel costs and fees, deposition costs, other discovery costs, and other

expenses, costs or fees paid or otherwise incurred by the prevailing party in connection with the Arbitration (including without limitation

in connection with the Appeal).

6. Miscellaneous.

6.1 Severability.

If any part of these Arbitration Provisions is found to violate or be illegal under applicable law, then such provision shall be modified

to the minimum extent necessary to make such provision enforceable under applicable law, and the remainder of the Arbitration Provisions

shall remain unaffected and in full force and effect.

6.2 Governing

Law. These Arbitration Provisions shall be governed by the laws of the State of Utah without regard to the conflict of laws principles

therein.

6.3 Interpretation.

The headings of these Arbitration Provisions are for convenience of reference only and shall not form part of, or affect the interpretation

of, these Arbitration Provisions.

6.4 Waiver.

No waiver of any provision of these Arbitration Provisions shall be effective unless it is in the form of a writing signed by the party

granting the waiver.

6.5 Time

is of the Essence. Time is expressly made of the essence with respect to each and every provision of these Arbitration Provisions.

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EX-10.2 — PROMISSORY NOTE (EXCHANGE NOTE), ISSUED BY VIRTUIX HOLDINGS INC. TO STREETERVILLE CAPITAL, LLC, IN THE ORIGINAL PRINCIPAL AMOUNT OF $2,681,718.42

EX-10.2

Filename: ea028465101ex10-2.htm · Sequence: 3

Exhibit 10.2

THIS NOTE (AS DEFINED BELOW) IS

ISSUED IN EXCHANGE FOR (WITHOUT ANY ADDITIONAL CONSIDERATION) THOSE CERTAIN 2024 SUBORDINATED P R O M I S S O R Y N O T E S IN THE ORIGINAL

PRINCIPAL AMOUNTS SET FORTH IN THE EXCHANGE AGREEMENT AND HAVING ORIGINAL ISSUE DATES FROM JULY 15, 2024 TO DECEMBER 10, 2024. FOR PURPOSES

OF RULE 144 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED, THIS NOTE SHALL BE DEEMED TO HAVE BEEN ISSUED ON DECEMBER 10, 2024.

PROMISSORY NOTE

Original Issue Date: December 10, 2024

U.S. $2,681,718.42

FOR VALUE RECEIVED, Virtuix Holdings

Inc., a Delaware corporation (“Borrower”), promises to pay in lawful money of the United States of America to the order

of Streeterville Capital, LLC, a Utah limited liability company, or its successors or assigns (“Lender”), the principal

sum of $2,681,718.42 (the “Initial Principal Balance”), together with all other amounts due under this Promissory Note

(this “Note”). This Note is issued and made effective pursuant to that certain Exchange Agreement dated as of March

31, 2026 (the “Exchange Date”), as the same may be amended from time to time (the “Exchange Agreement”),

by and between Borrower and Lender, pursuant to which Lender exchanged the Prior Notes (as defined in the Exchange Agreement) for this

Note, pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended. Certain capitalized terms used herein are defined in Attachment

1 attached hereto and incorporated herein by this reference.

1. Note Terms.

1.1. Payments.

Borrower shall pay to Lender the entire Outstanding Balance of this Note on or before July 1, 2027. All payments owing hereunder shall

be in lawful money of the United States of America and delivered to Lender at the address or bank account furnished by Lender to Borrower

for that purpose. All payments shall be applied first to (a) Lender’s reasonable costs of collection, if any, then to (b) fees and

charges hereunder, if any, then to (c) accrued and unpaid interest hereunder, and thereafter, to (d) principal hereunder.

1.2. Prepayment.

Borrower may pay all or any portion of the Outstanding Balance earlier than it is due. All prepayments shall be applied to the Outstanding

Balance at par (i.e., without premium or penalty). Early payments of less than all principal, fees and interest outstanding will not,

unless agreed to by Lender in writing, relieve Borrower of Borrower’s remaining obligations hereunder. For the avoidance of doubt,

payments made pursuant to Section 3 below will not be considered prepayments.

1.3. Interest.

Interest shall accrue on the outstanding balance of this Note at the rate of six percent (6%) per annum, compounded daily (based on a

360-day year), from the Exchange Date until this Note is paid in full. All interest calculations hereunder shall be computed on the basis

of a 360-day year comprised of twelve (12) thirty (30) day months, shall compound daily and shall be payable in accordance with the terms

of this Note.

1.4. This

Note carries an original issue discount of $242,883.49 (the “OID”). In addition, Borrower agrees to pay $10,000.00

to Lender to cover Lender’s legal, accounting and due diligence expenses incurred in connection with the exchange and issuance of

this Note (the “Transaction Expense Amount”). The OID and the Transaction Expense Amount are included in the initial

principal balance of this Note and are deemed to be fully earned and non-refundable as of the Exchange Date.

2. Guaranty.

Borrower’ obligations under the Note are guaranteed by its subsidiary, Virtuix, Inc., pursuant to the Guaranty (as defined in the

Exchange Agreement).

3. Redemptions.

3.1. Monthly

Redemptions. Beginning on July 1, 2026, Lender shall have the right, exercisable at any time in its sole and absolute discretion,

to redeem up to the Maximum Monthly Redemption Amount (such amount, the “Redemption Amount”) per calendar month by

providing written notice to Borrower (each, a “Redemption Notice”). For the avoidance of doubt, Lender may submit to

Borrower one (1) or more Redemption Notices in any given calendar month. Upon receipt of a Redemption Notice, Borrower shall pay the applicable

Redemption Amount to Lender within two (2) Trading Days.

3.2. Limited

Redemptions. Upon each occurrence of a Limited Redemption Event, Lender shall have the right to submit a Redemption Notice in an amount

up to the Maximum Limited Redemption Amount at any time during the Limited Redemption Window (“Limited Redemptions”).

Any amount redeemed pursuant to this Section 3.2 will be counted toward the Maximum Monthly Redemption Amount.

4. Trigger Events; Defaults; Remedies.

4.1. Trigger

Events. The following are trigger events under this Note (each, a “Trigger Event”): (a) Borrower fails to pay

any principal, interest, fees, charges, or any other amount when due and payable hereunder; (b) a receiver, trustee or other similar

official shall be appointed over Borrower or a material part of its assets and such appointment shall remain uncontested for twenty

(20) days or shall not be dismissed or discharged within sixty (60) days; (c) Borrower becomes insolvent or generally fails to pay,

or admits in writing its inability to pay, its debts as they become due, subject to applicable grace periods, if any; (d) Borrower

voluntarily makes a general assignment for the benefit of creditors; (e) Borrower voluntarily files a petition for relief under any

bankruptcy, insolvency or similar law (domestic or foreign); (f) an involuntary bankruptcy proceeding is commenced or filed against

Borrower; (g) Borrower fails to observe or perform any covenant set forth in Section 7 of the Exchange Agreement; (h) the occurrence

of a Fundamental Transaction without Lender’s prior written consent; (i) Borrower defaults or otherwise fails to observe or

perform any covenant, obligation, condition or agreement contained herein or in any other Exchange Document (as defined in the

Exchange Agreement), other than those specifically set forth in this Section 4.1 and Section 7 of the Exchange Agreement; (j) any

representation, warranty or other statement made or furnished by or on behalf of Borrower to Lender herein, in any Exchange

Document, or otherwise in connection with the issuance of this Note is false, incorrect, incomplete or misleading in any material

respect when made or furnished; (k) Borrower effectuates a reverse split of its Common Shares without ten (10) Trading Days prior

written notice to Lender; (l) any money judgment, writ or similar process is entered or filed against Borrower or any subsidiary of

Borrower or any of its property or other assets for more than $1,000,000.00, and shall remain unvacated, unbonded or unstayed for a

period of twenty (20) calendar days unless otherwise consented to by Lender; (m) Borrower fails to be DWAC Eligible; and (n)

Borrower breaches any covenant or other term or condition contained in any Other Agreements.

4.2. Trigger

Event Remedies. At any time following the occurrence, and during the continuance, of any Trigger Event, Lender may, at its option,

increase the Outstanding Balance by applying the Trigger Effect (subject to the limitation set forth below).

4.3. Defaults.

At any time following the occurrence of a Trigger Event, Lender may, at its option, send written notice to Borrower specifying the Trigger

Event and demanding that Borrower cure such Trigger Event within five (5) Trading Days of receiving written notice thereof. If Borrower

fails to cure the Trigger Event within the required five (5) Trading Day cure period, the Trigger Event will automatically become an event

of default hereunder (an “Event of Default”).

4.4. Default

Remedies. At any time and from time to time following the occurrence, and during the continuance, of any Event of Default, Lender

may accelerate this Note by written notice to Borrower, with the Outstanding Balance becoming immediately due and payable in cash at the

Mandatory Default Amount. Notwithstanding the foregoing, upon the occurrence, and during the continuance, of any Trigger Event described

in clauses 4.1(b) - 4.1(f), an Event of Default will be deemed to have occurred and the Outstanding Balance as of the date of the occurrence

of such Trigger Event shall become immediately and automatically due and payable in cash at the Mandatory Default Amount, without any

written notice required by Lender for the Trigger Event to become an Event of Default. At any time following the occurrence, and during

the continuance, of any Event of Default, upon written notice given by Lender to Borrower, interest shall accrue on the Outstanding Balance

beginning on the date the applicable Event of Default occurred at an interest rate equal to the lesser of fifteen percent (15%) per annum

or the maximum rate permitted under applicable law (“Default Interest”). In connection with acceleration described

herein, Lender need not provide, and Borrower hereby waives, any presentment, demand, protest or other notice of any kind, and Lender

may immediately and without expiration of any grace period enforce any and all of its rights and remedies hereunder and all other remedies

available to it under applicable law. Such acceleration may be rescinded and annulled by Lender at any time prior to payment hereunder

and Lender shall have all rights as a holder of the Note until such time, if any, as Lender receives full payment pursuant to this Section

4.4. No such rescission or annulment shall affect any subsequent Trigger Event or Event of Default or impair any right consequent thereon.

Nothing herein shall limit Lender’s right to pursue any other remedies available to it at law or in equity.

5. Unconditional

Obligation; No Offset. Borrower acknowledges that this Note is an unconditional, valid, binding and enforceable obligation of Borrower

not subject to offset, deduction or counterclaim of any kind. Borrower hereby waives any rights of offset it now has or may have hereafter

against Lender, its successors and assigns, and agrees to make the payments called for herein in accordance with the terms of this Note.

6. Waiver.

No waiver of any provision of this Note shall be effective unless it is in the form of a writing signed by the party granting the waiver.

No waiver of any provision or consent to any prohibited action shall constitute a waiver of any other provision or consent to any other

prohibited action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a party to provide

a waiver or consent in the future except to the extent specifically set forth in writing.

7. Opinion

of Counsel. In the event that an opinion of counsel is needed for any matter related to this Note, Lender has the right to have any

such opinion provided by its counsel.

8. Governing

Law; Venue. This Note shall be construed and enforced in accordance with, and all questions concerning the construction, validity,

interpretation and performance of this Note shall be governed by, the internal laws of the State of Utah, without giving effect to any

choice of law or conflict of law provision or rule (whether of the State of Utah or any other jurisdiction) that would cause the application

of the laws of any jurisdiction other than the State of Utah. The provisions set forth in the Exchange Agreement to determine the proper

venue for any disputes are incorporated herein by this reference.

9. Arbitration

of Disputes. By its issuance or acceptance of this Note, each party agrees to be bound by the Arbitration Provisions (as defined in

the Exchange Agreement) set forth as an exhibit to the Exchange Agreement.

10. Cancellation.

After repayment of the entire Outstanding Balance, this Note shall be deemed paid in full, shall automatically be deemed canceled, and

shall not be reissued.

11. Amendments.

The prior written consent of both parties hereto shall be required for any change or amendment to this Note.

12. Assignments.

Borrower may not assign this Note without the prior written consent of Lender. This Note may be offered, sold, assigned or transferred

by Lender to any of its affiliates without the consent of Borrower.

13. Notices.

Whenever notice is required to be given under this Note, unless otherwise provided herein, such notice shall be given in accordance with

the subsection of the Exchange Agreement titled “Notices.”

14. Liquidated

Damages. Lender and Borrower agree that in the event Borrower fails to comply with any of the terms or provisions of this Note, Lender’s

damages would be uncertain and difficult (if not impossible) to accurately estimate because of the parties’ inability to predict

future interest rates, future share prices, future trading volumes and other relevant factors. Accordingly, Lender and Borrower agree

that any fees, balance adjustments, Default Interest or other charges assessed under this Note are not penalties but instead are intended

by the parties to be, and shall be deemed, liquidated damages.

15. Severability.

If any part of this Note is construed to be in violation of any law, such part shall be modified to achieve the objective of Borrower

and Lender to the fullest extent permitted by law and the balance of this Note shall remain in full force and effect.

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IN WITNESS WHEREOF, Borrower has caused this Note to be duly executed

as of the Exchange Date.

BORROWER:

Virtuix Holdings, Inc.

By:

/s/ Jan Goetgeluk

Jan Goetgeluk, CEO

ACKNOWLEDGED, ACCEPTED AND AGREED:

LENDER:

Streeterville Capital, LLC

By:

/s/ John Fife

John Fife, President

[Signature Page to Promissory

Note]

ATTACHMENT 1

DEFINITIONS

For purposes of this Note, the following terms shall have

the following meanings:

A1. “Common Shares” means shares of

Borrower’s common stock, par value $0.001 per share.

A2. “Fundamental

Transaction” means that (a) (i) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions,

consolidate or merge with or into (whether or not Borrower or any of its subsidiaries is the surviving corporation) any other person or

entity; provided, however, that the foregoing shall not restrict any acquisition by Borrower or any of its subsidiaries so long as (a)

no Default or Event of Default has occurred and is continuing or would result therefrom, and (b) Borrower or, in the case of a merger

or consolidation involving a subsidiary, such subsidiary is the surviving entity, (ii) Borrower or any of its subsidiaries shall, directly

or indirectly, in one or more related transactions, sell, lease, license, assign, transfer, convey or otherwise dispose of all or substantially

all of its respective properties or assets to any other person or entity, (iii) Borrower or any of its subsidiaries shall, directly or

indirectly, in one or more related transactions, allow any other person or entity to make a purchase, tender or exchange offer that is

accepted by the holders of more than 50% of the outstanding shares of voting stock of Borrower (not including any shares of voting stock

of Borrower held by the person or persons making or party to, or associated or affiliated with the persons or entities making or party

to, such purchase, tender or exchange offer), (iv) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related

transactions, consummate a stock or share purchase agreement or other business combination (including, without limitation, a reorganization,

recapitalization, spin-off or scheme of arrangement) with any other person or entity whereby such other person or entity acquires more

than 50% of the outstanding shares of voting stock of Borrower (not including any shares of voting stock of Borrower held by the other

persons or entities making or party to, or associated or affiliated with the other persons or entities making or party to, such stock

or share purchase agreement or other business combination); provided, however, that the foregoing shall not restrict any acquisition by

Borrower or any of its subsidiaries pursuant to a stock or share purchase agreement or other business combination so long as (a) no Default

or Event of Default has occurred and is continuing or would result therefrom, (b) Borrower remains the surviving or continuing entity

and retains more than 50% of the outstanding shares of voting stock of Borrower after giving effect to such transaction, and (c) immediately

after giving effect to such transaction, Borrower and its subsidiaries, on a consolidated basis, are in compliance with all covenants

set forth herein, (v) Borrower or any of its subsidiaries shall, directly or indirectly, in one or more related transactions, reorganize,

recapitalize or reclassify the Common Shares or preferred stock, other than an increase in the number of authorized Common Shares or preferred

stock, (vi) Borrower transfers any material asset to any subsidiary, affiliate, person or entity under common ownership or control with

Borrower, or (vii) Borrower pays or makes any monetary or non-monetary dividend or distribution to its shareholders; or (b) any “person”

or “group” (as these terms are used for purposes of Sections 13(d) and 14(d) of the 1934 Act (as defined in the Exchange Agreement)

and the rules and regulations promulgated thereunder) is or shall become the “beneficial owner” (as defined in Rule 13d-3

under the 1934 Act), directly or indirectly, of 50% of the aggregate ordinary voting power represented by issued and outstanding voting

stock of Borrower. For the avoidance of doubt, Borrower or any of its subsidiaries entering into a definitive agreement that contemplates

a Fundamental Transaction will be deemed to be a Fundamental Transaction unless such agreement contains a closing condition that this

Note is repaid in full upon consummation of the transaction.

A3. “Limited

Redemption Event” means that on any given Trading Day the Common Shares trade at a price that is at least five percent (5%)

greater than the Nasdaq Minimum Price for such Trading Day.

A4. “Limited

Redemption Window” means the period beginning on the date a Limited Redemption Event occurs and ending on the date that is two

(2) Trading Days after the date the Limited Redemption Event occurs. For the avoidance of doubt, more than one (1) Limited Redemption

Window may be open at the same time.

A5. “Mandatory

Default Amount” means the Outstanding Balance following the application of the Trigger Effect.

A6. “Maximum

Limited Redemption Amount” means ten percent (10%) of the daily dollar trading volume on the Trading Day that a Limited Redemption

Event occurs; measured as the dollar trading volume on all exchanges beginning at 4:01 PM Eastern Time on the Trading Day before the

occurrence of the Limited Redemption Event and ending at 4:00 PM Eastern Time on the Trading Day during which the Limited Redemption

Event occurs.

A7. “Maximum Monthly Redemption Amount” means $111,738.27.

A8. “Nasdaq Minimum Price” means the

Minimum Price as defined under Nasdaq Rule 5635(d).

A9. “Other

Agreements” means, collectively, (a) all existing and future agreements and instruments between, among or by Borrower (or an

affiliate), on the one hand, and Lender (or an affiliate), on the other hand, and (b) any financing or other material agreement.

A10. “Outstanding

Balance” means as of any date of determination, the Purchase Price, as reduced or increased, as the case may be, pursuant to

the terms hereof for payment, offset, or otherwise, plus accrued but unpaid interest (including Default Interest), collection and enforcements

costs (including attorneys’ fees) incurred by Lender, transfer, stamp, issuance and similar taxes and fees incurred under this Note.

A11. “Trading

Day” means any day on which Borrower’s principal trading market (or such other principal market for the Common Shares)

is open for trading.

A12. “Trigger

Effect” means multiplying the Outstanding Balance as of the date the applicable Trigger Event occurred by two and a half percent

(2.5%) for each occurrence of any Major Trigger Event and then adding the resulting product to the Outstanding Balance as of the date

the applicable Trigger Event occurred, with the sum of the foregoing then becoming the Outstanding Balance under this Note as of the date

the applicable Trigger Event occurred.

EX-10.3 — GUARANTY, DATED MARCH 31, 2026, MADE BY VIRTUIX, INC. IN FAVOR OF STREETERVILLE CAPITAL, LLC

EX-10.3

Filename: ea028465101ex10-3.htm · Sequence: 4

Exhibit 10.3

GUARANTY

This GUARANTY,

made effective as of March 31, 2026, is given by Virtuix Inc., a Delaware corporation (“Guarantor”), for the benefit

of Streeterville Capital, LLC, a Utah limited liability company, and its permitted successors, transferees, and assigns (collectively

“Investor”).

PURPOSE

A. Virtuix

Holdings Inc., a Delaware corporation and parent of Guarantor (“Company”), has issued to Investor that certain Promissory

Note of even date herewith in the original face amount of $2,681,718.42 (as amended, restated or otherwise modified, the “Note”).

B. The

Note was issued pursuant to the terms of an Exchange Agreement of even date herewith between Company and Investor (as amended, restated

or otherwise modified, the “Exchange Agreement”).

C. Investor

agreed to enter into the Exchange (as defined in the Exchange Agreement) only upon the inducement and representation of Guarantor that

Guarantor would guaranty certain indebtedness, liabilities and obligations of Company owed to Investor under the Note and all the other

Exchange Documents (as defined in the Exchange Agreement), as provided herein.

NOW, THEREFORE,

in consideration of $10.00 and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and

in order to induce Investor to enter into the Exchange Documents and consummate the Exchange, Guarantor hereby agrees for the benefit

of Investor as follows:

GUARANTY

1. Indebtedness

Guaranteed. Guarantor hereby absolutely and unconditionally guarantees the prompt payment in full of the Obligations (as defined below),

as and when the same (including without limitation portions thereof) become due and payable. Guarantor further acknowledges that the foregoing

guaranty is made for the timely payment and performance of each of the Obligations and is not merely a guaranty of collection. For purposes

of this Guaranty, “Obligations” means (a) all loans, advances, debts, liabilities and obligations, arising on or after

the date of this Guaranty, owed by Company to Investor in connection with the Note, the Exchange Agreement, any other Exchange Documents

or arising thereafter in connection with any of the of the foregoing, any modification or amendment to any of the foregoing, and (b) all

costs and expenses, including reasonable and documented attorneys’ fees, incurred by Investor in connection with the collection

or enforcement of any portion of the indebtedness, liabilities or obligations described in the foregoing clause (a) and the performance

of the covenants and agreements of Company contained in the Note and the other Exchange Documents.

2. Representations

and Warranties. Guarantor hereby represents and warrants to Investor that:

(a) Guarantor

is a corporation, duly organized, validly existing and in good standing under the laws of the jurisdiction of its formation, and has

the power and authority and the legal right to own and operate its properties and to conduct the business in which it is currently

engaged.

(b) Guarantor

has the power and authority and the legal right to execute and deliver, and to perform its obligations under, this Guaranty and has taken

all necessary action required by its form of organization to authorize such execution, delivery and performance.

Guaranty constitutes Guarantor’s legal, valid and binding obligation enforceable in accordance with its terms, except as enforceability

may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’

rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(d) The

execution, delivery and performance of this Guaranty will not (i) violate any provision of any law, statute, rule or regulation or any

order, writ, judgment, injunction, decree, determination or award of any court, governmental agency or arbitrator presently in effect

having applicability to Guarantor, (ii) violate or contravene any provision of Guarantor’s organizational documents, or (iii) result

in a breach of or constitute a default under any indenture, loan or credit agreement or any other agreement, lease or instrument to which

Guarantor is a party or by which it or any of its properties may be bound or result in the creation of any lien thereunder, except in

each case of foregoing clauses (i) through (iii) if such violation or breach could not be reasonably be expected to result in a material

adverse effect on Guarantor. Guarantor is not in default under or in violation of any such law, statute, rule or regulation, order, writ,

judgment, injunction, decree, determination or award or any such indenture, loan or credit agreement or other agreement, lease or instrument

in any case in which the consequences of such default or violation could have a material adverse effect on its business, operations, properties,

assets or financial condition.

(e) No

order, consent, approval, license, authorization or validation of, or filing, recording or registration with, or exemption by, any governmental

or public body or authority is required on Guarantor’s part to authorize, or is required in connection with the execution, delivery

and performance of, or the legality, validity, binding effect or enforceability of, this Guaranty other than (i) those that have been

obtained, (ii) any consents, approvals, or filings that may be required in connection with the exercise by the Investor of remedies under

the Exchange Documents, and

(iii) consents, approvals or filings

that may be required by any applicable banking, insurance or other regulatory statutes.

(f) There

are no actions, suits or proceedings pending or, to Guarantor’s knowledge, threatened in writing against or affecting Guarantor

or any of its properties before any court or arbitrator, or any governmental department, board, agency or other instrumentality which,

if determined adversely to Guarantor, would have a material adverse effect on its business, operations, property or financial condition

or on its ability to perform its obligations hereunder.

(g) (i)

This Guaranty is not given with actual intent to hinder, delay or defraud any entity to which Guarantor is, or will become on or

after the date of this Guaranty, indebted, (ii) [Reserved]1, (iii) Guarantor is not insolvent, as defined in any

applicable state or federal statute, nor will Guarantor be rendered insolvent by the execution and delivery of this Guaranty to

Investor, and (iv) Guarantor does not intend to incur debts that will be beyond Guarantor's ability to pay as such debts become

due.

(h) Guarantor

has examined or has had the full opportunity to examine the Note and all the other Exchange Documents, all the terms of which are acceptable

to Guarantor.

(i) This

Guaranty is given in consideration of Investor entering into the Exchange Documents and providing financing thereunder.

(j) Guarantor

has received adequate consideration and at least a reasonably equivalent value in exchange for the giving of this Guaranty, which Guarantor

hereby acknowledges having received, and thereby will materially benefit from the financial accommodations granted to Company by Investor

pursuant to the Exchange Documents. Investor may rely conclusively on the continuing warranty, hereby made, that Guarantor continues to

be benefitted by Investor’s extension of credit accommodations to Company and Investor shall have no duty to inquire into or confirm

the receipt of any such benefits, and this Guaranty shall be effective and enforceable by Investor without regard to the receipt, nature

or value of any such benefits. As such, this Guaranty is a valid and binding obligation of Guarantor. Guarantor further covenants and

agrees that it will not use lack of consideration as a defense to its performance of its obligations under this Guaranty.

3. Alteration

of Obligations. In such manner, upon such terms and at such times as Investor and Company deem best and without notice to Guarantor,

Investor and Company may alter, compromise, accelerate, extend, renew or change the time or manner for the payment of any Obligation,

increase or reduce the rate of interest on the Note, release Company, as to all or any portion of the Obligations, release, substitute

or add any one or more guarantors or endorsers, accept additional or substituted security therefor, or release or subordinate any security

therefor. No exercise or non-exercise by Investor of any right available to Investor, no dealing by Investor with Guarantor or any other

guarantor, endorser of the note or any other person, and no change, impairment or release of all or a portion of the obligations of Company

under any of the Exchange Documents or suspension of any right or remedy of Investor against any person, including, without limitation,

Company and any other such guarantor, endorser or other person, shall in any way affect any of the obligations of Guarantor hereunder

or any security furnished by Guarantor or give Guarantor any recourse against Investor. Guarantor acknowledges that its obligations hereunder

are independent of the obligations of Company.

4. Waiver.

To the extent permitted by law, Guarantor hereby waives and relinquishes all rights and remedies accorded by applicable law to

guarantors and agrees not to assert or take advantage of any such rights or remedies, including (without limitation) (a) any right

to require Investor to proceed against Company or any other person or to pursue any other remedy in Investor’s power before

proceeding against Guarantor; (b) any defense that may arise by reason of the incapacity, lack of authority, death or disability of

any other person or persons or the failure of Investor to file or enforce a claim against the estate (in administration, bankruptcy

or any other proceeding) of any other person or persons; (c) demand, protest and notice of any kind, including, without limitation,

notice of the existence, creation or incurring of any new or additional indebtedness, liability or obligation or of any action or

non-action on the part of Company, Investor, any endorser or creditor of Company or Guarantor or on the part of any other person

whomsoever under this or any other instrument in connection with any obligation or liability or evidence of indebtedness held by

Investor as collateral or in connection with any Obligation hereby guaranteed; (d) any defense based upon any statute or rule of law

which provides that the obligation of a surety must be neither larger in amount nor in other respects more burdensome than that of

the principal; (e) any defense arising because of Investor’s election, in any proceeding instituted under the Federal

Bankruptcy Code, of the application of Section 1111(b)(2) of the Federal Bankruptcy Code; (f) any defense based on any borrowing or

grant of a security interest under Section 364 of the Federal Bankruptcy Code; (g) any claim, right or remedy which Guarantor may

now have or hereafter acquire against Company that arises hereunder and/or from the performance by Guarantor hereunder, including,

without limitation, any claim, right or remedy of Investor against Company or any security which Investor now has or hereafter

acquires, whether or not such claim, right or remedy arises in equity, under contract, by statute, under common law or otherwise;

and (h) any obligation of Investor to pursue any other guarantor or any other person, or to foreclose on any collateral.

Notwithstanding anything to the contrary in this Section 4 or elsewhere in this Guaranty, nothing herein shall be construed to

waive, and Guarantor expressly retains, any and all defenses to the enforcement of this Guaranty that are based upon: (a) the

payment and performance in full of all Obligations (other than obligations which by their express terms survive such payment and

performance, to the extent no claim giving rise thereto has been asserted) and (b) actual and intentional fraud by Investor in

connection with the execution or enforcement of this Guaranty.

5. Bankruptcy.

So long as any Obligation shall be owing to Investor, Guarantor shall not, without the prior written consent of Investor, commence, or

join with any other person in commencing, any bankruptcy, reorganization, or insolvency proceeding against Company. The obligations of

Guarantor under this Guaranty shall not be altered, limited or affected by any proceeding, voluntary or involuntary, involving the bankruptcy,

insolvency, receivership, reorganization, liquidation or arrangement of Company, or by any defense which Company may have by reason of

any order, decree or decision of any court or administrative body resulting from any such proceeding.

6. Claims

in Bankruptcy. If at any time the holder of the Note is required to refund to Company any payments made by Company under the Note

because such payments have been held by a bankruptcy court having jurisdiction over Company to constitute a preference under any bankruptcy,

insolvency or similar law then in effect, or for any other reason, then in addition to Guarantor’s other obligations under this

Guaranty, Guarantor shall reimburse the holder in the aggregate amount of such refund payments.

7. Costs

and Attorneys’ Fees. If Company or Guarantor fails to pay all or any portion of any Obligation when due and payable, or

Guarantor otherwise breaches any provision hereof or otherwise defaults hereunder, Guarantor shall pay all such expenses and actual

reasonable and documented attorneys’ fees incurred by Investor in connection with the enforcement of any obligations of

Guarantor hereunder, including, without limitation, any reasonable and documented attorneys’ fees incurred in any negotiation,

alternative dispute resolution proceeding subsequently agreed to by the parties, if any, litigation, or bankruptcy proceeding or any

appeals from any of such proceedings.

8. Cumulative

Rights. The amount of Guarantor’s liability and all rights, powers and remedies of Investor hereunder and under any other agreement

now or at any time hereafter in force between Investor and Guarantor, including, without limitation, any other guaranty executed by Guarantor

relating to any indebtedness, liability or obligation of Company owed to Investor, shall be cumulative and not alternative and such rights,

powers and remedies shall be in addition to all rights, powers and remedies given to Investor by law. This Guaranty is in addition to

and exclusive of the guaranty of any other guarantor of any indebtedness, liability or obligation of Company owed to Investor.

9. Independent

Obligations. The obligations of Guarantor hereunder are independent of the obligations of Company and, to the extent permitted by

law, in the event of any breach or default hereunder, a separate action or actions may be brought and prosecuted against Guarantor whether

or not Company is joined therein or a separate action or actions are brought against Company. Investor may maintain successive actions

for other breaches or defaults. Investor’s rights hereunder shall not be exhausted by Investor’s exercise of any of Investor’s

rights or remedies or by any such action or by any number of successive actions until and unless all Obligations have been paid and fully

performed.

10. Severability.

If any part of this Guaranty is construed to be in violation of any law, such part shall be modified to achieve the objective of the parties

to the fullest extent permitted and the balance of this Guaranty shall remain in full force and effect.

11. Successors

and Assigns. This Guaranty shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors

and assigns, including the assignees of any Obligation.

12. Notices.

Whenever Guarantor or Investor shall desire to give or serve any notice, demand, request or other communication with respect to this Guaranty,

each such notice shall be given in writing (unless otherwise specified herein) and shall be deemed effectively given on the earliest of:

(a) the

date delivered, if delivered by personal delivery as against written receipt therefor or by email to an executive officer, or by confirmed

facsimile,

(b) the

fifth business day after deposit, postage prepaid, in the United States Postal Service by registered or certified mail, or

third business day after mailing by domestic or international express courier, with delivery costs and fees prepaid,

in each case, addressed

to each of the other parties thereunto entitled at the address for such party (or the Company, in respect of notices delivered to the

Guarantor) set forth in the Exchange Agreement (or at such other addresses as such party may designate by ten (10) calendar days’

advance written notice similarly given to each of the other parties hereto).

13. Application

of Payments or Recoveries. Any payments made by Guarantor shall be made to Investor, to be credited and applied to the Obligations

under this Guaranty in immediately available Dollars to an account designated by Investor or at any address that may be specified in writing

from time to time by Investor, all in accordance with the Note.

14. Setoff.

If an Event of Default (as defined in the Note) shall have occurred and be continuing, Investor shall have a right of setoff against all

monies, securities and other property of Guarantor now or hereafter in the possession of, or on deposit with, Investor (if any), whether

held in a general or special account or deposit, or for safekeeping or otherwise. Such right is in addition to any right of setoff Investor

may have by law. Investor agrees to notify Guarantor promptly after any such setoff and application; provided that, the failure to give

such notice shall not affect the validity of such setoff and application.

15.

Miscellaneous.

15.1 Governing

Law and Venue. This Guaranty shall be governed by and interpreted in accordance with the laws of the State of Utah for contracts to

be wholly performed in such state and without giving effect to the principles thereof regarding the conflict of laws. Without modifying

Guarantor’s obligations to resolve disputes hereunder pursuant to the Arbitration Provisions (as defined below), Guarantor consents

to and expressly agrees that exclusive venue for the arbitration of any dispute arising out of or relating to this Guaranty or the relationship

of the parties or their affiliates shall be in Salt Lake County, Utah. Without modifying the parties obligations to resolve disputes hereunder

pursuant to the Arbitration Provisions (as defined below), for any litigation arising in connection with this Agreement, Guarantor hereby

(a) consents to and expressly submits to the exclusive personal jurisdiction of any state court sitting in Salt Lake County, Utah, (b)

expressly submits to the exclusive venue of any such court for the purposes hereof, and (c) waives any claim of improper venue and any

claim or objection that such courts are an inconvenient forum or any other claim or objection to the bringing of any such proceeding in

such jurisdictions or to any claim that such venue of the suit, action or proceeding is improper.

15.2 Arbitration

of Claims. The parties hereto hereby incorporate by this reference the arbitration provisions set forth as an exhibit to the

Exchange Agreement (“Arbitration Provisions”). The parties shall submit all Claims (as defined in the Arbitration

Provisions) arising under this Guaranty or other agreements between the parties and their affiliates to binding arbitration pursuant

to the Arbitration Provisions. The parties hereby acknowledge and agree that the Arbitration Provisions are unconditionally binding

on the parties hereto and are severable from all other provisions of this Guaranty. Any capitalized term not defined in the

Arbitration Provisions shall have the meaning set forth in the Exchange Agreement. By executing this Guaranty, Guarantor represents,

warrants and covenants that Guarantor has reviewed the Arbitration Provisions carefully, consulted with legal counsel about such

provisions (or waived its right to do so), understands that the Arbitration Provisions are intended to allow for the expeditious and

efficient resolution of any dispute hereunder, agrees to the terms and limitations set forth in the Arbitration Provisions, and that

Guarantor will not take a position contrary to the foregoing representations. Guarantor acknowledges and agrees that Investor may

rely upon the foregoing representations and covenants of Guarantor regarding the Arbitration Provisions.

15.3 Entire

Agreement. Except as provided in any other written agreement now or at any time hereafter in force between Investor and Guarantor,

this Guaranty shall constitute the entire agreement of Guarantor with Investor with respect to the subject matter hereof, and no representation,

understanding, promise or condition concerning the subject matter hereof shall be binding upon Investor unless expressed herein.

15.4 Construction.

When the context and construction so require, all words used in the singular herein shall be deemed to have been used in the plural and

the masculine shall include the feminine and neuter and vice versa. The word “person” as used herein shall include any individual,

company, firm, association, partnership, corporation, trust or other legal entity of any kind whatsoever. The headings of this Guaranty

are inserted for convenience only and shall have no effect upon the construction or interpretation hereof.

15.5 Amendments,

Waivers, and Consents. No provision of this Guaranty may be waived, amended, supplemented or otherwise modified, nor consent be given,

except with the prior written consent of Investor, Company and Guarantor.

15.6 No

Subrogation. Until all indebtedness, liabilities and obligations of Company owed to Investor have been paid in full, Guarantor shall

not have any right of subrogation, contribution or reimbursement against Company or any other guarantor.

15.7 Survival

of Representations and Warranties; Termination. All representations and warranties contained in this Guaranty shall survive the execution,

delivery and performance of this Guaranty, the creation and payment of the Obligations, and any termination or expiration of this Guaranty.

Notwithstanding anything to the contrary herein, this Guaranty shall automatically terminate and be of no further force or effect, and

the Guarantor shall be unconditionally and irrevocably released from any and all obligations and liabilities hereunder, upon the payment

and performance in full of all Obligations (other than obligations which by their express terms survive such payment and performance,

to the extent no claim giving rise thereto has been asserted), including, without limitation, pursuant to an Automatic Exchange (as defined

in the Note).

15.8 Joint

and Several Liability. Guarantor’s covenants, obligations and agreements set forth herein are joint and several liabilities

and obligations of Guarantor together with every other guarantor of the Obligations, whether now existing or hereafter arising, and whether

or not such other guarantors are named in this Guaranty.

[Remainder of page intentionally

left blank; signature page to follow]

IN WITNESS WHEREOF, Guarantor has executed

this Guaranty to be effective as of the date first set forth above.

Virtuix Inc., as Guarantor

By:

/s/ Jan Goetgeluk

Jan Goetgeluk, CEO

[Signature Page to Guaranty]

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Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

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