0001213900-24-057506 Sample Contracts

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • July 1st, 2024 • iLearningEngines, Inc. • Services-prepackaged software • California

THIS FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of June 28, 2024, is entered into by and among by and among ILEARNINGENGINES HOLDINGS, INC., a Delaware corporation (“Borrower”), the financial institutions from time to time party hereto (the “Lenders”), and EAST WEST BANK, a California banking corporation, as agent for the Lenders (in such capacity, “Agent”). Terms used herein without definition shall have the meanings ascribed to them in the Loan Agreement defined below.

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AMENDMENT NO. 1 TO FEE EQUITIZATION AGREEMENT
Fee Equitization Agreement • July 1st, 2024 • iLearningEngines, Inc. • Services-prepackaged software

This Amendment No. 1 to Fee Equitization Agreement (this “Amendment”) is made as of May 31, 2024 by and between iLearningEngines, Inc., a Delaware corporation formerly known as Arrowroot Acquisition Corp. (the “Company”), and Cooley LLP (the “Cooley”), and amends that certain Fee Equitization Agreement (the “Agreement”), dated March 27, 2024. Each capitalized term used, but not otherwise defined in this Amendment, will have the meaning given to such term in the Agreement.

Polar Multi-Strategy Master Fund c/o Mourant Governance Services (Cayman) Limited 94 Solaris Avenue Camana Bay PO Box 1348 Grand Cayman KY1-1108 Cayman Islands
iLearningEngines, Inc. • July 1st, 2024 • Services-prepackaged software

Re: Agreement (the “Agreement”) by and among Arrowroot Acquisition Corp., a Delaware corporation (“ARRW” or the “Company”) and iLearningEngines Inc. (the “Target”), and Polar Multi-Strategy Master Fund, a Cayman Islands exempted company (the “Seller,” “we,” “us,” and “our”), to modify the Forward Purchase Agreement dated as of April 26, 2023 (the “Forward Purchase Agreement”)

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