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”).
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”).
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”).
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:
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”).
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).
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.
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
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”).
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.
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 December 30, 2020 (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.
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 21, 2021 (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.
AMENDMENT NO. 1 TO LOAN DOCUMENTSLoan Documents • December 8th, 2023 • Arrowroot Acquisition Corp. • Services-prepackaged software
This Amendment No. 1 to Loan Documents (this “Amendment”) is dated as of October 21, 2021, by and between iLearningEngines Inc., a Delaware corporation (“Borrower”), and Venture Lending & Leasing IX, Inc., a Maryland corporation (“Lender”).
EMPLOYMENT AGREEMENTEmployment Agreement • December 8th, 2023 • Arrowroot Acquisition Corp. • Services-prepackaged software • Massachusetts
This Employment Agreement (the “Agreement”) is entered into on October 12, 2023 by and between David Samuels (the “Executive”) and iLearningEngines, Inc. (the “Company”).
