FEE EQUITIZATION AGREEMENT March 27, 2024Fee Equitization Agreement • June 3rd, 2024 • iLearningEngines, Inc. • Services-prepackaged software
WHEREAS, pursuant to that certain engagement letter between Arrowroot Acquisition Corp., a Delaware corporation (together with any Successor (as defined herein), the “Company”), and Cooley LLP (“Cooley”), dated October 20, 2020 (as it may be amended from time to time, the “Engagement Letter”), the Company has incurred fees and expenses payable to Cooley in an aggregate amount of $2,000,000 (the “Deferred Fee”). Capitalized terms used herein and not defined shall have their respective meanings ascribed to such terms in the Engagement Letter. For the avoidance of doubt, all references to the “Company” herein shall also refer to the publicly traded surviving or successor entity to the Company following the consummation of any Business Combination (the “Successor”), and the Company shall cause any Successor to expressly assume all of the Company’s obligations to Cooley under this letter agreement (this “Agreement”) upon consummation of any Business Combination.
AMENDMENT NO. 1 TO FEE EQUITIZATION AGREEMENTFee 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.
