Arrowroot Acquisition Corp. announced a private placement of an unsecured promissory note for gross proceeds of $1,500,000 on December 29, 2021. The transaction will include participation from existing investor Arrowroot Acquisition LLC. The note does not bear any interest rate. The note will mature on the earlier of the date on which the company consummates its initial business combination or the date that the winding up of the company is effective. At investors option, on the maturity date in the event the company consummates its initial business combination, investor may elect to convert all or any portion of the principal outstanding under this Note into that number of warrants equal to the portion of the principal amount of this Note being converted pursuant to this Section 5, divided by $1.00, rounded up to the nearest whole number. Each Conversion Warrant shall have the same terms and conditions as the warrants issued by Maker pursuant to a private placement to investor, as described in the prospectus for the company’s initial public offering dated March 1, 2021, and filed with the U.S. Securities and Exchange Commission, including the transfer restrictions applicable thereto. The Conversion Warrants and the shares of Class A common stock underlying such warrants, and any other equity security of the company issued or issuable with respect to the foregoing by way of a stock dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or reorganization, shall be entitled to the registration rights set forth in that certain registration rights agreement between the company and the parties thereto, dated as of March 4, 2021. The principal of this note may be drawn down from time to time prior to the maturity date, must not be an amount less than $10,000 unless agreed upon. The company will issue securities pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended. On the same date, the company received $750,000 in its first tranche.