Exhibit 6.13

WRITTEN CONSENT

Pursuant to applicable law, the undersigned, being the appropriate governing body pursuant to the governing documents for the borrowing entity designated on the signature page hereof (“Company”), hereby consent to the adoption of and do hereby adopt the following resolutions and acknowledge that Bank of Houston, N.A. (“Bank”) is relying on the effectiveness hereof in making a loan to Company under the Paycheck Protection Program of the Small Business Administration (“SBA”):

RESOLVED, that the undersigned hereby authorizes the Authorized Person named below as the appropriate person pursuant to the governing documents of the Company (“Authorized Person”), for and on behalf and in the name of the Company, to take such action necessary for the Company to borrow money and to obtain credit from the Bank, with its principal office located in Houston, Texas, in the amount stated in the promissory note executed by Company and payable to Bank (the “Loan”) and dated on or about the date hereof, hereinafter called the “Loan”, including any renewals, extensions, consolidations or rearrangements of such indebtedness, upon such terms and at such rates as he or she deems reasonable;

BE IT FURTHER RESOLVED, that the undersigned hereby authorizes the Authorized Person, for and on behalf and in the name of the Company to prepare, execute and deliver any and all applications, certifications, promissory notes, loan agreements and any and all other documents and to perform any and all acts which may be necessary or proper to effect the borrowing and to execute and deliver any and all instruments and perform any and all acts required by the Bank and/or the SBA in connection with any matters herein contained, including any renewals, extensions, consolidations or rearrangements of such indebtedness, upon such terms and at such rates as the Authorized Person, in his or her sole discretion, deems reasonable;

BE IT FURTHER RESOLVED, that all the acts and deeds done or to be done by the Authorized Person, in connection with the execution and delivery of any promissory notes, loan agreements, and any and all other documents, and any and all acts which may be necessary or proper to effect the borrowing, are hereby authorized, adopted, ratified, confirmed and approved as the acts and deeds of Company;

BE IT FURTHER RESOLVED, that the Authorized Person be and is hereby authorized and directed to take such other action and deliver such additional instruments in the name of and on behalf of Company, or otherwise to do all such further acts and things that the Authorized Person shall deem necessary or proper in order to effectively perform all of the obligations and agreements expressed to be kept and performed by Company, pursuant to the provisions of any promissory notes, loan agreements and any and all other documents and to perform any and all acts which may be necessary or proper to effect the borrowing described above;

BE IT FURTHER RESOLVED, that any government agency, including but not limited to, the SBA, may also rely on this Written Consent when identifying any Authorized Person for purposes of any loan guaranty, loan forgiveness, or other government program related to the Loan; and

BE IT FURTHER RESOLVED, that any and all acts authorized pursuant to this Written Consent and performed prior to the execution of this Written Consent are hereby ratified and approved. This Written Consent shall be continuing and shall remain in full force and effect until written notice of its revocation shall have been delivered to the Bank and receipt acknowledged by the Bank in writing

IN WITNESS WHEREOF, the undersigned have executed this consent effective the 13^th day of April         , 2020.

COMPANY: VIRTUIX INC.

AUTHORIZED PERSON:
	JAN GOETGELUK

GOVERNING BODY: Chief Executive Officer

INDIVIDUALS CONSTITUTING GOVERNING BODY:

JAN GOETGELUK, CEO of VIRTUIX INC.

LOAN AGREEMENT

THIS LOAN AGREEMENT (“Agreement”) is made April 13      , 2020, between the undersigned Borrower and Bank of Houston, N.A. (“Lender”) pursuant to the U.S. Small Business Administration (“SBA”) under sections 1102 and 1106 of the Coronavirus Aid, Relief, and Economic Security Act (CARES Act or the Act) and specifically Section 1102 of the Act titled the “Paycheck Protection Program”.

SBA has authorized a guaranty of a loan from Lender to Borrower for the amount and under the terms stated in the note executed by Borrower and payable to Lender (the “Loan”).

In consideration of the promises in this Agreement and for other good and valuable consideration, Borrower and Lender agree as follows:

2.            The terms and conditions of this Agreement:

3.            Failure to abide by any of the Borrower Requirements will constitute an event of default under the note and other loan documents.

4.            THE PARTIES TO THIS AGREEMENT HEREBY, UNCONDITIONALLY AND VOLUNTARILY, WITH AND UPON THE ADVICE OF COUNSEL, WAIVE, RELINQUISH AND FOREVER FORGO THE RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING BASED UPON, OR ARISING OUT OF, OR IN ANY WAY RELATING TO THIS AGREEMENT.

5.            THIS AGREEMENT REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES.

THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

6.            Borrower from time to time, at the request of Lender, will, (i) promptly correct any defect, error or omission which may be discovered in the contents of any document relating to this transaction, (“Loan Documents”) or in the execution or acknowledgment thereof; (ii) execute, acknowledge, deliver and record and/or file such further documents or instruments and perform such further acts and provide such further assurances as may be necessary, desirable or proper, in Lender's opinion, to carry out more effectively the purposes of any Loan Documents and such other instruments; provided that such documents or instruments do not materially increase Borrower's liability under the Loan Documents; and (iii) execute, acknowledge, deliver, procure, and file and/or record any document or instrument deemed advisable by Lender to protect the Lender's rights and interest under the Loan Documents against the rights or interests of third persons; provided that such documents or instruments do not materially increase Borrower's liability under the Loan Documents.

SIGNATURE(S) ON FOLLOWING PAGE(S)

	“BORROWER”   VIRTUIX INC.
	By:
	JAN GOETGELUK. Authorized Person
	“LENDER”
	Bank of Houston, N.A.
	By:

U.S. Small Business Administration     NOTE

1.            PROMISE TO PAY:

2.            DEFINITIONS:

“Collateral” means any property taken as security for payment of this Note or any guarantee of this Note.

“Guarantor” means each person or entity that signs a guarantee of payment of this Note.

“Loan” means the loan evidenced by this Note.

“Loan Documents” means the documents related to this loan signed by Borrower, any Guarantor, or anyone who pledges collateral.

“SBA” means the Small Business Administration, an Agency of the United States of America.

3.            PAYMENT TERMS:

Borrower must make all payments at the place Lender designates. The payment terms for this Note are: 

4. DEFAULT:

Borrower is in default under this Note if Borrower does not make a payment when due under this Note, or if Borrower or Operating Company:

5.            LENDER'S RIGHTS IF THERE IS A DEFAULT:

Without notice or demand and without giving up any of its rights, Lender may:

6.            LENDER'S GENERAL POWERS:

Without notice and without Borrower's consent, Lender may:

7.            WHEN FEDERAL LAW APPLIES:

When SBA is the holder, this Note will be interpreted and enforced under federal law, including SBA regulations. Lender or SBA may use state or local procedures for filing papers, recording documents, giving notice, foreclosing liens, and other purposes. By using such procedures, SBA does not waive any federal immunity from state or local control, penalty, tax, or liability. As to this Note, Borrower may not claim or assert against SBA any local or state law to deny any obligation, defeat any claim of SBA, or preempt federal law.

8.            SUCCESSORS AND ASSIGNS:

Under this Note, Borrower and Operating Company include the successors of each, and Lender includes its successors and assigns.

9.            GENERAL PROVISIONS:

10.          STATE-SPECIFIC PROVISIONS:

11.           BORROWER'S NAME(S) AND SIGNATURE(S):

By signing below, each individual or entity becomes obligated under this Note as Borrower.

“BORROWER”   VIRTUIX INC.
By:
JAN GOETGELUK. Authorized Person
“LENDER”
Bank of Houston, N.A.
By: