Exhibit 10.1

   

  Execution Version

   

  

  Private Placement Warrants Purchase Agreement

   

  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”).

   

  Whereas:

   

  The Company intends to consummate an initial public offering of the
      Company’s units (the “Public Offering”), each unit consisting of one share of the Company’s Class A common stock, par value $0.0001 per share (each, a “Share”), and one-half of one redeemable warrant as set forth in the
      Company’s registration statement on Form S-1, filed with the Securities and Exchange Commission (the “SEC”), File Number 333-252997 (the “Registration Statement”), under the Securities Act of 1933, as amended (the “Securities
          Act”);

   

  Each whole warrant entitles the holder to purchase one Share at an
      exercise price of $11.50 per Share; and

   

  The Purchaser has agreed to purchase an aggregate of 8,250,000
      redeemable warrants (the “Private Placement Warrants”), each whole Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share.

   

  Now Therefore, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the
      parties to this Agreement hereby, intending legally to be bound, agree as follows:

   

  AGREEMENT

   

  Section 1.              Authorization, Purchase and Sale; Terms of the
        Private Placement Warrants.

   

  A.            Authorization of the Private Placement Warrants.
      The Company has duly authorized the issuance and sale of the Private Placement Warrants to the Purchaser.

   

  B.            Purchase and Sale of the Private Placement Warrants.

   

  (i)                 On the date of the consummation of the Public Offering
      or on such earlier time and date as may be mutually agreed by the Purchaser and the Company (the “Initial Closing Date”), the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, 8,250,000
      Private Placement Warrants at a price of $1.00 per warrant for an aggregate purchase price of $8,250,000 (the “Purchase Price”), which shall be paid by wire transfer of immediately available funds to the Company at least one day prior
      to the Initial Closing Date in accordance with the Company’s wiring instructions; provided, however, that the Purchase Price shall be reimbursed to the Purchaser if the Initial Closing Date does not occur on the day following such wire payment. On
      the Initial Closing Date, following the payment by the Purchaser of the Purchase Price by wire transfer of immediately available funds to the Company, the Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants
      purchased on such date duly registered in the Purchaser’s name to the Purchaser, or effect such delivery in book-entry form.

   

  
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  (ii)               [Reserved.]

   

  C.            Terms of the Private Placement Warrants.

   

  (i)                 Each Private Placement Warrant shall have the terms
      set forth in a Warrant Agreement to be entered into by the Company and a warrant agent, in connection with the Public Offering (the “Warrant Agreement”).

   

  (ii)               At the time of the closing of the Public Offering, the
      Company and the Purchaser shall enter into a registration rights agreement (the “Registration Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to the Private Placement
      Warrants and the Shares underlying the Private Placement Warrants.

   

  Section 2.              Representations and Warranties of the Company.
      As a material inducement to the Purchaser to enter into this Agreement and purchase the Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall survive each Closing Date)
      that:

   

  A.             Organization and Corporate Power. The Company is a
      corporation duly incorporated, validly existing and in good standing under the laws of the State of Delaware and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably be expected to have a material
      adverse effect on the financial condition, operating results or assets of the Company. The Company possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and the Warrant Agreement.

   

  B.             Authorization; No Breach.

   

  (i)                 The execution, delivery and performance of this
      Agreement and the Private Placement Warrants have been duly authorized by the Company as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms. Upon issuance in
      accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of each
      Closing Date.

   

  (ii)               The execution and delivery by the Company of this
      Agreement and the Private Placement Warrants, the issuance and sale of the Private Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of, and compliance with, the respective terms hereof
      and thereof by the Company, do not and will not as of each Closing Date (a) conflict with or result in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest,
      charge or encumbrance upon the Company’s capital stock or assets under, (d) result in a violation of, or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with, any court or
      administrative or governmental body or agency pursuant to the certificate of incorporation of the Company or the Bylaws of the Company (in effect on the date hereof or as may be amended prior to completion of the contemplated Public Offering), or any
      material law, statute, rule or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except for any filings required after the date hereof under federal or state securities laws.

   

   

  
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  C.             Title to Securities. Upon issuance in accordance
      with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued, fully paid and nonassessable. Upon issuance in accordance with, and
      payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and
      encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to
      the actions of the Purchaser.

   

  D.             Governmental Consents. No permit, consent,
      approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other
      transactions contemplated hereby.

   

  Section 3.             Representations and Warranties of the Purchaser.
      As a material inducement to the Company to enter into this Agreement and issue and sell the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations and warranties shall survive
      each Closing Date) that:

   

  A.            Organization and Requisite Authority. The Purchaser
      possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.

   

  B.            Authorization; No Breach.

   

  (i)                 This Agreement constitutes a valid and binding
      obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to
      general equitable principles (whether considered in a proceeding in equity or law).

   

  (ii)               The execution and delivery by the Purchaser of this
      Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser does not and shall not as of each Closing Date conflict with or result in a breach by the Purchaser of the terms, conditions or provisions of any agreement,
      instrument, order, judgment or decree to which the Purchaser is subject.

   

  C.           Investment Representations.

   

  (i)                 The Purchaser is acquiring the Private Placement
      Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable upon such exercise (collectively, the “Securities”), for the Purchaser’s own account, for investment purposes only and not with a view towards, or for
      resale in connection with, any public sale or distribution thereof.

   

   

  
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  (ii)               The Purchaser is an “accredited investor”
      as such term is defined in Rule 501(a)(3) of Regulation D under the Securities Act.

   

  (iii)             The Purchaser understands that the Securities are being
      offered and will be sold to it in reliance on specific exemptions from the registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Purchaser’s compliance
      with, the representations and warranties of the Purchaser set forth herein in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.

   

  (iv)             The Purchaser did not decide to enter into this Agreement
      as a result of any general solicitation or general advertising within the meaning of Rule 502(c) under the Securities Act.

   

  (v)               The Purchaser has been furnished with all materials
      relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the opportunity to ask questions of the
      executive officers and directors of the Company. The Purchaser understands that its investment in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary to make an informed
      investment decision with respect to the acquisition of the Securities.

   

  (vi)             The Purchaser understands that no United States federal
      or state agency or any other government or governmental agency has passed on or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities by the Purchaser nor have such authorities
      passed upon or endorsed the merits of the offering of the Securities.

   

  (vii)           The Purchaser understands that: (a) the Securities have
      not been and are not being registered under the Securities Act or any state securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or (2) sold in reliance on an exemption
      therefrom; and (b) except as specifically set forth in the Registration Rights Agreement, neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state securities laws or to comply
      with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and after a Business
      Combination, are deemed to be “underwriters” under the Securities Act when reselling the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available for resale
      transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities can be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the
      Securities Act.

   

   

  
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  (viii)         The Purchaser has such knowledge and experience in
      financial and business matters, knowledge of the high degree of risk associated with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits and risks of an investment in the
      Securities and is able to bear the economic risk of an investment in the Securities in the amount contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial needs and contingencies
      and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment in the Securities. The Purchaser can afford a complete loss of its investment in the Securities.

   

  (ix)             The Purchaser understands that the Private Placement
      Warrants shall bear the legend substantially in the form set forth in the Warrant Agreement.

   

  Section 4.              Conditions of the Purchaser’s Obligations.
      The obligations of the Purchaser to purchase and pay for the Private Placement Warrants are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:

   

  A.            Representations and Warranties. The representations
      and warranties of the Company contained in Section 2 shall be true and correct at and as of such Closing Date as though then made.

   

  B.            Performance. The Company shall have performed and
      complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by it on or before such Closing Date.

   

  C.            No Injunction. No litigation, statute, rule,
      regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the
      matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.

   

  D.            Warrant Agreement. The Company shall have entered
      into a Warrant Agreement with a warrant agent on terms satisfactory to the Purchaser.

   

  Section 5.              Conditions of the Company’s Obligations.
      The obligations of the Company to the Purchaser under this Agreement are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:

   

  A.            Representations and Warranties. The representations
      and warranties of the Purchaser contained in Section 3 shall be true and correct at and as of such Closing Date as though then made.

   

  B.            Performance. The Purchaser shall have performed and
      complied with all agreements, obligations and conditions contained in this Agreement that are required to be performed or complied with by the Purchaser on or before such Closing Date.

   

  C.            No Injunction. No litigation, statute, rule,
      regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the
      matters contemplated hereby, which prohibits the consummation of any of the transactions contemplated by this Agreement or the Warrant Agreement.

   

   

  
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  D.            Warrant Agreement. The Company shall have entered
      into a Warrant Agreement with a warrant agent on terms satisfactory to the Company.

   

  Section 6.              Termination. This Agreement may be
      terminated at any time after June 30, 2021 upon the election by either the Company or the Purchaser upon written notice to the other party if the closing of the Public Offering does not occur prior to such date.

   

  Section 7.              Survival of Representations and Warranties.
      All of the representations and warranties contained herein shall survive each Closing Date.

   

  Section 8.              Definitions. Terms used but not otherwise
      defined in this Agreement shall have the meaning assigned to such terms in the Registration Statement.

   

  Section 9.              Miscellaneous.

   

  A.            Successors and Assigns. Except as otherwise
      expressly provided herein, all covenants and agreements contained in this Agreement by or on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether so expressed or not.
      Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement, other than assignments by the Purchaser to affiliates thereof.

   

  B.            Severability. Whenever possible, each provision of
      this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be ineffective only to the
      extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

   

  C.            Counterparts. This Agreement may be executed
      simultaneously in two or more counterparts, none of which need contain the signatures of more than one party, but all such counterparts taken together shall constitute one and the same agreement.

   

  D.            Descriptive Headings; Interpretation. The
      descriptive headings of this Agreement are inserted for convenience only and do not constitute a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example rather than by limitation.

   

  E.             Governing Law. This Agreement shall be deemed to
      be a contract made under the laws of the State of New York and for all purposes shall be construed in accordance with the internal laws of the State of New York.

   

  F.             Amendments. This Agreement may not be amended,
      modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.

   

  [Signature page follows]

   

  
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  In Witness Whereof, the parties hereto have executed this Agreement to be effective as of the date first set forth above.

   

  

  	 	COMPANY:
	 	 	 
	 	ARROWROOT ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Matthew Safaii
	 	Name:  Matthew Safaii
	 	Title:    Chief Executive Officer
	 	 	 
	 	PURCHASER:
	 	 	 
	 	ARROWROOT ACQUISITION, LLC
	 	 	 
	 	By:	/s/ Matthew Safaii
	 	Name:  Matthew Safaii
	 	Title:    Principal


   

   

  Signature page to 

        Private Placement Warrants Purchase Agreement