*Maximum number of shares offered subject to adjustment for bonus shares. See Bonus info below.

Voting Rights of Securities Sold in This Offering

Proxy: Investors in this offering will appoint the Company’s Chief Executive Officer (the “CEO”), or his or her successor, as the Investor’s true and lawful proxy and attorney, with the power to act alone and with full power of substitution, to, consistent with this instrument and on behalf of the Subscriber, (i) vote all Securities, (ii) give and receive notices and communications, (iii) execute any instrument or document that the CEO determines is necessary or appropriate in the exercise of its authority under this instrument, and (iv) take all actions necessary or appropriate in the judgment of the CEO for the accomplishment of the foregoing. The proxy and power granted by theInvestor will be coupled with an interest. Such proxy and power will be irrevocable. The proxy and power, so long as the Investor is an individual, will survive the death, incompetency and disability of the Investor and, so long as the Investor is an entity, will survive the merger or reorganization of the Investor or any other entity holding the Securities. However, the proxy will terminate upon the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933 covering the offer and sale of Common Stock or the effectiveness of a registration statement under the Securities Exchange Act of 1934 covering the Common Stock.

Loyalty Bonus

Previous investors will receive 10% bonus shares (accumulative to all other perks).

Time-Based Investment Incentives

Early Bird

Invest by November 21 and receive 10% bonus shares.

Flash Perk

Invest between February 20th and March 22nd 9:49 AM EST and receive 10% bonus shares.

Amount-Based Investment Incentives

$1,000+ | Explorer

Invest $1,000+ and receive $100 store credit applicable to all products sold on our website.

$2,000+ | Pathfinder

Invest $2,000+ and receive $200 store credit applicable to all products sold on our website.

$5,000+ | Voyager

Invest $5,000+ and receive 5% bonus shares and $500 store credit applicable to all products sold on our website.

$10,000+ | Trailblazer

Invest $10,000+ and receive 10% bonus shares and $1,000 store credit applicable to all products sold on our website.

$20,000+ | Pioneer

Invest $20,000+ and receive 20% bonus shares and $2,000 store credit applicable to all products sold on our website.

$50,000+ | Legend

Invest $50,000+ and receive 20% bonus shares and the “Pioneer” non-bonus share perks + a VIP trip to Austin that includes air travel for 2 people (within continental U.S.), 5-star hotel for 3 nights (1 room), BBQ meal with Virtuix’s CEO Jan Goetgeluk + tour of Virtuix to meet the team.

*In order to receive perks from an investment, one must submit a single investment in the same offering that meets the minimum perk requirement. Bonus shares from perks will not be granted if an investor submits multiple investments that, when combined, meet the perk requirement. All perks occur when the offering is completed.

Crowdfunding investments made through a self-directed IRA cannot receive non-bonus share perks due to tax laws. The Internal Revenue Service (IRS) prohibits self-dealing transactions in which the investor receives an immediate, personal financial gain on investments owned by their retirement account. As a result, an investor must refuse those non-bonus share perks because they would be receiving a benefit from their IRA account.

The 10% StartEngine Venture Club Bonus

Virtuix Holdings Inc. will offer 10% additional bonus shares for all investments that are committed by investors that are eligible for the StartEngine Venture Club.

This means eligible StartEngine shareholders will receive a 10% bonus for any shares they purchase in this offering. For example, if you buy 100 shares of Series B Preferred Stock at $6.22 / share, you will receive 110 shares of Series B Preferred Stock, meaning you’ll own 110 shares for $622. Fractional shares will not be distributed and share bonuses will be determined by rounding down to the nearest whole share.

This 10% Bonus is only valid during the investor’s eligibility period. Investors eligible for this bonus will also have priority if they are on a waitlist to invest and the company surpasses its maximum funding goal. They will have the first opportunity to invest should room in the offering become available if prior investments are canceled or fail.

Investors will receive the highest single bonus they are eligible for among the bonuses based on the amount invested and the time of offering elapsed (if any). Eligible investors will also receive the Loyalty Bonus and the Venture Club bonus in addition to the aforementioned bonus.