INDEMNITY AGREEMENTIndemnity Agreement • February 11th, 2021 • Arrowroot Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between ARROWROOT ACQUISITION CORP., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
Registration Rights AgreementRegistration Rights Agreement • March 5th, 2021 • Arrowroot Acquisition Corp. • Blank checks • New York
This Registration Rights Agreement (this “Agreement”), dated as of March 4, 2021, is made and entered into by and among Arrowroot Acquisition Corp., a Delaware corporation (the “Company”), Arrowroot Acquisition, LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned parties listed on the signature page hereto under “Holders” (each such party together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
UNDERWRITING AGREEMENT between ARROWROOT ACQUISITION CORP. and CANTOR FITZGERALD & CO. Dated: March 1, 2021Underwriting Agreement • March 5th, 2021 • Arrowroot Acquisition Corp. • Blank checks • New York
The undersigned, Arrowroot Acquisition Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (the “Representative”) with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter,” provided that, if only Cantor Fitzgerald is listed on such Schedule A, any references to the Underwriters shall refer exclusively to Cantor Fitzgerald) as follows:
Warrant AgreementWarrant Agreement • February 11th, 2021 • Arrowroot Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”), dated as of [___], 2021, is by and between Arrowroot Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 5th, 2021 • Arrowroot Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 4, 2021, by and between Arrowroot Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Arrowroot Acquisition Corp. Weston, MA 02493Arrowroot Acquisition Corp. • February 11th, 2021 • Blank checks • New York
This agreement (the “Agreement”) is entered into on November 18, 2020 by and between Arrowroot Acquisition LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Arrowroot Acquisition Corp., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • March 5th, 2021 • Arrowroot Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of March 4, 2021, by and between ARROWROOT ACQUISITION CORP., a Delaware corporation (the “Company”), and Matthew Safaii, Thomas Olivier, Gaurav Dhillon, Dixon Doll and Will Semple (each, an “Indemnitee”).
March 4, 2021Letter Agreement • March 5th, 2021 • Arrowroot Acquisition Corp. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Arrowroot Acquisition Corp., a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 28,750,000 of the Company’s units (including up to 3,750,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined be
Warrant AgreementWarrant Agreement • March 5th, 2021 • Arrowroot Acquisition Corp. • Blank checks • New York
This Warrant Agreement (this “Agreement”), dated as of March 4, 2021, is by and between Arrowroot Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
loan and security agreement Dated as of December 30, 2020 between ILEARNINGENGINES INC. a Delaware corporation, as “Borrower”, and VENTURE LENDING & LEASING IX, INC., a Maryland corporation, as “Lender” LOAN AND SECURITY AGREEMENTLoan and Security Agreement • December 8th, 2023 • Arrowroot Acquisition Corp. • Services-prepackaged software • California
Borrower and Lender have entered or anticipate entering into one or more transactions pursuant to which Lender agrees to make available to Borrower a loan facility governed by the terms and conditions set forth in this document and one or more Supplements executed by Borrower and Lender which incorporate this document by reference. Each Supplement constitutes a supplement to and forms part of this document, and will be read and construed as one with this document, so that this document and the Supplement constitute a single agreement between the parties (collectively referred to as this “Agreement”).
Private Placement Warrants Purchase AgreementPurchase Agreement • March 5th, 2021 • Arrowroot Acquisition Corp. • Blank checks • New York
This Private Placement Warrants Purchase Agreement, effective as of March 1, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Arrowroot Acquisition Corp., a Delaware corporation (the “Company”), and Arrowroot Acquisition, LLC, a Delaware limited liability company (the “Purchaser”).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 2nd, 2023 • Arrowroot Acquisition Corp. • Blank checks • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of [_____], 2023 by and among Arrowroot Acquisition Corp., a Delaware corporation (the “Company”), iLearningEngines, Inc., a Delaware corporation (“iLearningEngines”), each of the persons listed on the signature pages hereto (each, a “Securityholder” and collectively, the “Securityholders”), and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (together with the Securityholders, each a “Holder” and, collectively, the “Holders”).
NON-REDEMPTION AGREEMENTNon-Redemption Agreement • February 6th, 2024 • Arrowroot Acquisition Corp. • Services-prepackaged software • New York
This Non-Redemption Agreement (this “Agreement”) is entered as of , by and among Arrowroot Acquisition Corp., a Delaware corporation (“ARRW” or the “Company”), Arrowroot Acquisition LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investors (collectively, the “Investor”).
EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • December 8th, 2023 • Arrowroot Acquisition Corp. • Services-prepackaged software
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is effective on October 10, 2018 (the “Effective Date”) by and between ILEARNINGENGINES INC., or its successor (“Company”) and Balakrishnan Arackal (“Executive”).
iLearningEngines, Inc. INDEMNIFICATION AGREEMENTIndemnification Agreement • April 22nd, 2024 • iLearningEngines, Inc. • Services-prepackaged software • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [●] and is between iLearningEngines, Inc., a Delaware corporation (the “Company”), and [Indemnitee Name] (“Indemnitee”).
Arrowroot Acquisition Corp.Arrowroot Acquisition Corp. • March 5th, 2021 • Blank checks • New York
This letter agreement by and between Arrowroot Acquisition Corp. (the “Company”) and Arrowroot Acquisition, LLC (“Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS AGREEMENT (INDICATED BY “[***]”) BECAUSE ILEARNINGENGINES, INC. HAS DETERMINED SUCH INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.Agreement • December 8th, 2023 • Arrowroot Acquisition Corp. • Services-prepackaged software
We are pleased to offer you the position of ’Senior Vice President – Technology & Products’ for our organization. Your employment with us will be subject to the following terms and conditions:
SUBORDINATION AGREEMENTSubordination Agreement • April 22nd, 2024 • iLearningEngines, Inc. • Services-prepackaged software
In order to induce East West Bank, a California banking corporation (“Senior Lender”), to make and continue to make certain loans and extend credit to iLearningEngines Holdings Inc., a Delaware corporation (“Borrower”), pursuant to that certain Loan and Security Agreement dated as of April 17, 2024, between Borrower and Senior Lender (as the same has been and may hereafter be amended, supplemented or replaced from time to time, the “Loan Agreement”), Experion Technologies, FZ LLC, (the “Subordinated Creditor” or the “undersigned”), party to that certain Master Agreement, dated as of July 1, 2019, between Subordinated Creditor and Borrower (the “Master Agreement”), hereby agrees with Senior Lender as follows:
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • December 8th, 2023 • Arrowroot Acquisition Corp. • Services-prepackaged software
This Intellectual Property Security Agreement (this “Agreement”) is made as of December 30, 2020, between ILEARNINGENGINES INC., a Delaware corporation (“Grantor”), and VENTURE LENDING & LEASING IX, INC., a Maryland corporation (“Secured Party”).
CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS AGREEMENT (INDICATED BY “[***]”) BECAUSE ILEARNINGENGINES, INC. HAS DETERMINED SUCH INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.Loan and Security Agreement • April 22nd, 2024 • iLearningEngines, Inc. • Services-prepackaged software • California
This LOAN AND SECURITY AGREEMENT (as amended, modified or supplemented from time to time, this “Agreement”), dated as of April 17, 2024, is entered into by and between ILEARNINGENGINES HOLDINGS, INC., a Delaware corporation (“Borrower”), the financial institutions from time to time party to this Agreement (collectively, “Lenders” and, individually, each a “Lender”), and EAST WEST BANK, a California banking corporation, as collateral agent and administrative agent for Lenders (in such capacity, “Agent”).
GUARANTY AND SURETYSHIP AGREEMENT April 17, 2024Guaranty and Suretyship Agreement • April 22nd, 2024 • iLearningEngines, Inc. • Services-prepackaged software
THIS GUARANTY AND SURETYSHIP AGREEMENT (as amended, restated, supplemented or otherwise modified from time to time, this “Guaranty”) by and among the entities listed on the signature pages hereto, and each Person who is joined hereto as a guarantor from time to time after the Closing Date (each individually, a “Debtor” and collectively, the “Debtors”) and EAST WEST BANK, in its capacity as agent pursuant to the Loan Agreement referred to below (in such capacity, together with its successors and assigns, “Agent”)
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 22nd, 2024 • iLearningEngines, Inc. • Services-prepackaged software • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made as of April 16, 2024 by and among Arrowroot Acquisition Corp., a Delaware corporation (the “Company”), iLearningEngines, Inc., a Delaware corporation (“iLearningEngings”), each of the persons listed on the signature page hereto (each, a “Securityholder” and collectively, the “Securityholders”), and any other person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement (together, with the Securityholders, each a “Holder” and, collectively, the “Holders”).
CONFIDENTIAL AMENDMENT NO. 1Letter Agreement • April 22nd, 2024 • iLearningEngines, Inc. • Services-prepackaged software
Reference is made to the letter agreement (the “Agreement”) dated as of June 5, 2020, by and between iLearningEngines Inc., (the “Company”) a corporation with principal offices at 6701 Democracy Blvd. Suite 300, Bethesda, MD 20817, and Mizuho Securities USA LLC (“MSUSA” and, together with the Company, the “Parties”), a Delaware limited liability company with principal offices located at 1271 Avenue of the Americas, New York, NY 10020. This Amendment No. 1 (the “Amendment”) to the Agreement is being entered into between the Company and MSUSA effective as of March 27, 2024. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement.
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • May 2nd, 2023 • Arrowroot Acquisition Corp. • Blank checks • Delaware
This Sponsor Support Agreement (this “Sponsor Agreement”) is dated as of April 27, 2023, by and among Arrowroot Acquisition LLC, a Delaware limited liability company (the “Sponsor Holdco”), the persons set forth on Schedule I hereto (“Insiders” and together with the Sponsor Holdco, each, a “Sponsor” and, together, the “Sponsors”), Arrowroot Acquisition Corp., a Delaware corporation (“Acquiror”), and iLearningEngines Inc., a Delaware corporation (the “Company”). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
FEE REDUCTION AGREEMENT March 27, 2024Fee Reduction Agreement • April 22nd, 2024 • iLearningEngines, Inc. • Services-prepackaged software
WHEREAS, pursuant to that certain Underwriting Agreement between Arrowroot Acquisition Corp., a Delaware corporation (together with any Successor (as defined herein), the “Company”), and Cantor Fitzgerald & Co., as Representative of the several Underwriters (“CF&CO”), dated March 1, 2021 (as it may be amended from time to time, the “Underwriting Agreement”), the Company previously agreed to pay to CF&CO an aggregate cash amount of $10,062,500 as “deferred underwriting commissions” (the “Original Deferred Fee”) upon the consummation of a Business Combination, as contemplated by the final prospectus of the Company, filed with the Securities and Exchange Commission (the “SEC”) (File No. 333-252997), and dated March 1, 2021. Capitalized terms used herein and not defined shall have their respective meanings ascribed to such terms in the Underwriting Agreement. For the avoidance of doubt, all references to the “Company” herein shall also refer to the publicly traded surviving or successor en
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • December 8th, 2023 • Arrowroot Acquisition Corp. • Services-prepackaged software
This Intellectual Property Security Agreement (this “Agreement”) is made as of October 21, 2021, between ILEARNINGENGINES INC., a Delaware corporation (“Grantor”), and VENTURE LENDING & LEASING IX, INC. (“Fund 9”) and WTI FUND X, INC. (“Fund 10”), both Maryland corporations (sometimes referred to herein individually and together as “Secured Party”).
The purpose of this agreement (this “Confirmation”) is to confirm the terms and conditions of the transaction (the “Transaction”) entered into between Seller and ARRW and, solely with respect to the Section titled “Break-up Fees”, Target, on the Trade...Arrowroot Acquisition Corp. • May 2nd, 2023 • Blank checks
This Confirmation, together with the Pricing Date Notice, evidences a complete binding agreement between Seller, Target and Counterparty as to the subject matter and terms of the Transaction to which this Confirmation relates and shall supersede all prior or contemporaneous written or oral communications with respect thereto.
AMENDMENT TO LETTER AGREEMENTLetter Agreement • April 22nd, 2024 • iLearningEngines, Inc. • Services-prepackaged software
This Amendment TO THE LETTER AGREEMENT (this “Amendment”) is entered into as of March 27, 2024, between and among Arrowroot Acquisition Corp. (collectively with its subsidiaries and affiliates, the “Company”) and BTIG, LLC (“BTIG”). All capitalized terms used in this Amendment and not otherwise defined herein shall have the meanings given to them in the letter agreement between the Company and BTIG dated July 25, 2023 (the “Agreement”) in connection with BTIG acting as the Company’s financial advisor in connection with the business combination between the Company and iLearningEngines, Inc. (“Target”), to which the Arrowroot Capital Management, LLC (the “Sponsor”), Thomas Olivier and Matthew Safaii are parties with respect to Section 4(b) and Section 7(c) thereof.
STOCK RESTRICTION AGREEMENTStock Restriction Agreement • April 22nd, 2024 • iLearningEngines, Inc. • Services-prepackaged software • Delaware
This Stock Restriction Agreement (the “Agreement”) is made as of April 16, 2024 by and between iLearningEngines, Inc., a Delaware corporation (the “Company”) and [Ÿ] (“Holder”). Certain capitalized terms used below are defined in the terms and conditions set forth in Exhibit A attached to this Agreement, which are incorporated by reference.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among ARROWROOT ACQUISITION CORP., ARAC MERGER SUB, INC., and ILEARNINGENGINES, INC. dated as of April 27, 2023Agreement and Plan of Merger and Reorganization • May 2nd, 2023 • Arrowroot Acquisition Corp. • Blank checks • Delaware
The Corporation renounces, to the fullest extent permitted by law, any interest or expectancy of the Corporation in, or in being offered an opportunity to participate in, any Excluded Opportunity. An “Excluded Opportunity” is any matter, transaction, or interest that is presented to, or acquired, created, or developed by, or which otherwise comes into the possession of (i) any director of the Corporation who is not an employee of the Corporation or any of its subsidiaries, or (ii) any holder of Preferred Stock or any partner, member, director, stockholder, employee, affiliate, or agent of any such holder, other than someone who is an employee of the Corporation or any of its subsidiaries (collectively, the persons referred to in clauses (i) and (ii) are “Covered Persons”), unless such matter, transaction, or interest is presented to, or acquired, created, or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity
SUBORDINATION AGREEMENT (iLearningEngines Inc.)Subordination Agreement • April 22nd, 2024 • iLearningEngines, Inc. • Services-prepackaged software
This Subordination Agreement (this “Agreement”), dated as of [●], is among each of the undersigned persons and entities (each a “Junior Lender” and collectively, the “Junior Lenders”), on the one hand, and Venture Lending & Leasing IX, Inc. and WTI Fund X, Inc. (individually and collectively, “Senior Lender”), on the other hand.
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATIONMerger Agreement • April 22nd, 2024 • iLearningEngines, Inc. • Services-prepackaged software
As previously announced on April 27, 2023, Arrowroot, Merger Sub, and iLearningEngines entered into the Merger Agreement, pursuant to which Merger Sub was to be merged with and into iLearningEngines, whereupon the separate corporate existence of Merger Sub would ceased and iLearningEngines, renamed as iLearningEngines Holdings, Inc., would become the surviving company and continue in existence as a wholly owned subsidiary of Arrowroot, on the terms and subject to the conditions set forth therein. The Business Combination closed on April 16, 2024.
CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS AGREEMENT (INDICATED BY MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.Intellectual Property Security Agreement • December 8th, 2023 • Arrowroot Acquisition Corp. • Services-prepackaged software
This Intellectual Property Security Agreement (this “Agreement”) is made as of October 31, 2023, between ILEARNINGENGINES INC., a Delaware corporation (“Grantor”), and WTI FUND X, INC., a Maryland corporation (“Secured Party”).
SECOND OMNIBUS AMENDMENTLoan Documents • April 22nd, 2024 • iLearningEngines, Inc. • Services-prepackaged software
This Second Omnibus Amendment to Loan Documents (this “Amendment”) is dated as of March 27, 2024, by and among ILEARNINGENGINES INC., a Delaware corporation (“Parent”), IN2VATE, L.L.C., an Oklahoma limited liability company (“In2vate”), VENTURE LENDING & LEASING IX, INC., a Maryland corporation (“Fund 9”), and WTI FUND X, INC., a Maryland corporation (“Fund 10”). Parent and In2vate each are sometimes being referred to herein individually, as a “Borrower” and collectively, as “Borrowers”. Fund 9 and Fund 10 each are sometimes being referred to herein individually, as a “Lender” and collectively, as “Lenders” and each reference in this Amendment to “Lender” shall mean and refer to each of Fund 9 and Fund 10, singly and independent of one another.
CERTAIN INFORMATION HAS BEEN EXCLUDED FROM THIS AGREEMENT (INDICATED BY “[***]”) BECAUSE ILEARNINGENGINES, INC. HAS DETERMINED SUCH INFORMATION (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED.Agreement • December 8th, 2023 • Arrowroot Acquisition Corp. • Services-prepackaged software
This is a Supplement identified in the document entitled Loan and Security Agreement, dated as of October 31, 2023 (as amended, restated, supplemented and modified from time to time, the “Loan and Security Agreement”), by and between Borrower and Lender. All capitalized terms used in this Supplement and not otherwise defined in this Supplement have the meanings ascribed to them in Article 10 of the Loan and Security Agreement, which is incorporated in its entirety into this Supplement. In the event of any inconsistency between the provisions of the Loan and Security Agreement and this Supplement, this Supplement is controlling.
