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”).
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”).
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:
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”)
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.
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
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.
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.
SECOND OMNIBUS AMENDMENTSecond Omnibus Amendment to Loan 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.
convertible NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • April 22nd, 2024 • iLearningEngines, Inc. • Services-prepackaged software • Delaware
This CONVERTIBLE NOTE PURCHASE AGREEMENT (this “Agreement”), is made as of [●], 2024, by and among iLearningEngines Inc., a Delaware corporation (the “Company”), and the Persons (as defined below) listed on Exhibit A attached to this Agreement (each a “Lender” and collectively, the “Lenders” and together with the Company, each a “Party”, and collectively, the “Parties”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in Section 1.5 or Section 8.1, as applicable.
INTELLECTUAL PROPERTY SECURITY AGREEMENTIntellectual Property Security Agreement • April 22nd, 2024 • iLearningEngines, Inc. • Services-prepackaged software • California
This Intellectual Property Security Agreement (as amended, restated, supplemented and otherwise modified from time to time, this “Agreement”) is made as of April 17, 2024, by each of the entities set forth on the signature pages hereto (collectively, the “Grantors” and each individually, a “Grantor”), in favor of EAST WEST BANK.
