Exhibit 10.2

  

   

  Execution
        Version

   

  

  

  INVESTMENT MANAGEMENT TRUST AGREEMENT

   

  This Investment Management Trust Agreement
    (this “Agreement”) is made effective as of March 4, 2021, by and between Arrowroot Acquisition Corp.,
    a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York
    corporation (the “Trustee”).

   

  WHEREAS, the Company’s registration
    statement on Form S-1, File No. 333-252997 (the “Registration Statement”) and prospectus (the “Prospectus”)
    for the initial public offering of the Company’s units (the “Units”), each of which consists of
    one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”),
    and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of Common Stock (such
    initial public offering hereinafter referred to as the “Offering”), has been declared effective as of
    the date hereof by the U.S. Securities and Exchange Commission; and

   

  WHEREAS, the Company has entered into an
    Underwriting Agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co. as the representative
    (the “Representative”) of the several underwriters (the “Underwriters”) named
    therein; and

   

  WHEREAS, as described in the Prospectus,
    $250,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement)
    (or $287,500,000, if the Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be
    deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”)
    for the benefit of the Company and the holders of the Common Stock included in the Units issued in the Offering as hereinafter
    provided (the amount to be delivered to the Trustee (and any interest subsequently earned thereon) is referred to herein as the
    “Property,” the stockholders for whose benefit the Trustee shall hold the Property will be referred to
    as the “Public Stockholders,” and the Public Stockholders and the Company will be referred to together
    as the “Beneficiaries”);

   

  WHEREAS, pursuant to the Underwriting Agreement,
    a portion of the Property equal to $8,750,000 , or $10,062,500 if the Underwriters’ over-allotment option is exercised in
    full, is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters
    upon and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred Discount”);and

   

  WHEREAS, the Company and the Trustee desire
    to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.

   

  NOW THEREFORE, IT IS AGREED:

   

  1. Agreements and Covenants of Trustee.
    The Trustee hereby agrees and covenants to:

   

  (a) Hold the Property in trust for the
    Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States
    at JP Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) in
    the United States, maintained by the Trustee and at a brokerage institution selected by the Trustee that is reasonably satisfactory
    to the Company;

   

  (b) Manage, supervise and administer the
    Trust Account subject to the terms and conditions set forth herein;

   

  (c) In a timely manner, upon the written
    instruction of the Company, invest and reinvest the Property solely in United States government securities within the meaning of
    Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds
    meeting the conditions of Rule 2a-7(d) promulgated under the Investment Company Act of 1940, as amended (or any successor rule),
    which invest only in direct U.S. government treasury obligations, as determined by the Company; it being understood that the Trust
    Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and the Trustee
    may earn bank credits or other consideration;

   

  
     

    
      

    

  

   

  (d) Collect and receive, when due, all
    interest or other income arising from the Property, which shall become part of the “Property,” as such
    term is used herein;

   

  (e) Promptly notify the Company and the
    Representative of all communications received by the Trustee with respect to any Property requiring action by the Company;

   

  (f) Supply any necessary information or
    documents as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the
    tax returns relating to assets held in the Trust Account;

   

  (g) Participate in any plan or proceeding
    for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;

   

  (h) Render to the Company monthly written
    statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;

   

  (i) Commence liquidation of the Trust
    Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination
        Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B,
    as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer or Chairman of the board
    of directors of the Company (the “Board”) or other authorized officer of the Company, and, in the case
    of a Termination Letter in a form substantially similar to the attached hereto as Exhibit A, acknowledged and agreed to
    by the Representative, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including
    interest earned on the funds held in the Trust Account and not previously released to the Company to pay its taxes (less up to
    $100,000 of interest that may be released to the Company to pay dissolution expenses), only as directed in the Termination Letter
    and the other documents referred to therein, or (y) the date which is the later of (1) 24 months after the closing of the Offering
    and (2) such later date as may be approved by the Company’s stockholders in accordance with the Company’s amended and
    restated certificate of incorporation if a Termination Letter has not been received by the Trustee prior to such date, in which
    case the Trust Account shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit
      B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously
    released to the Company to pay its taxes (less up to $100,000 of interest that may be released to the Company to pay dissolution
    expenses) shall be distributed to the Public Stockholders of record as of such date;

   

  (j) Upon written request from the Company,
    which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, withdraw from
    the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover
    any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property,
    which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the
    Company shall forward such payment to the relevant taxing authority; provided, however, that to the extent there
    is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust
    Account as shall be designated by the Company in writing to make such distribution, so long as there is no reduction in the principal
    amount per share initially deposited in the Trust Account; provided, further, that if the tax to be paid is a franchise
    tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill from
    the State of Delaware for the Company (it being acknowledged and agreed that any such amount in excess of interest income earned
    on the Property shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute
    presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said
    request;

   

  (k) Upon written request from the Company,
    which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall
    distribute on behalf of the Company the amount requested by the Company to be used to redeem shares of Common Stock from Public
    Stockholders properly submitted in connection with a stockholder vote to approve an amendment to the Company’s amended and
    restated certificate of incorporation to modify the substance or timing of the ability of Public Stockholders to seek redemption
    in connection with an initial Business Combination or amendments to the Company’s amended and restated certificate of incorporation
    prior thereto or the Company’s obligation to redeem 100% of its public shares of Common Stock if the Company has not consummated
    an initial Business Combination within such time as is described in clause (y) of Section 1(i) of the Agreement. The written request
    of the Company referenced above shall constitute presumptive evidence that the Company is entitled to distribute said funds, and
    the Trustee shall have no responsibility to look beyond said request; and

   

  
     

    
      

    

  

   

  (l) Not make any withdrawals or distributions
    from the Trust Account other than pursuant to Sections 1(i), (j) or (k) above.

   

  2.       Agreements
      and Covenants of the Company. The Company hereby agrees and covenants to:

   

  (a) Give all instructions to the Trustee
    hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer or Chief Financial Officer.
    In addition, except with respect to its duties under Sections 1(i), (j) and (k) hereof, the Trustee shall
    be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good
    faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided
    that the Company shall promptly confirm such instructions in writing;

   

  (b) Subject to Section 4 hereof,
    hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and
    disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any
    action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which
    in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned
    on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct.
    Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant
    to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of
    such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to
    conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the
    Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to
    settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld.
    The Company may participate in such action with its own counsel;

   

  (c) Pay the Trustee the fees set forth
    on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which
    fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not
    be used to pay such fees unless and until the closing of the Business Combination (defined below). The Company shall pay the Trustee
    the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Trustee shall refund
    to the Company the annual administration fee (on a pro rata basis) with respect to any period after the liquidation of the Trust
    Account. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section
      2(c), Schedule A and as may be provided in Section 2(b) hereof;

   

  (d) In connection with any vote of the
    Company’s stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar
    business combination involving the Company and one or more businesses (the “Business Combination”), provide
    to the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such
    stockholders regarding such Business Combination;

   

  (e) Provide the Representative with a
    copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal
    from the Trust Account promptly after it issues the same;

   

  (f) Unless otherwise agreed between the
    Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination
    Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed
    by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company
    or any other person;

   

  
     

    
      

    

  

   

  (g) Instruct the Trustee to make only
    those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions
    that are not permitted under this Agreement; and

   

  (h) Within four (4) business days after
    the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment expires, provide
    the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall in no event be less than $8,750,000.

   

  3. Limitations of Liability. The
    Trustee shall have no responsibility or liability to:

   

  (a) Imply obligations, perform duties,
    inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly
    set forth herein;

   

  (b) Take any action with respect to the
    Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except
    for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;

   

  (c) Institute any proceeding for the collection
    of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of
    the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company
    shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;

   

  (d) Refund any depreciation in principal
    of any Property;

   

  (e) Assume that the authority of any person
    designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation,
    or unless the Company shall have delivered a written revocation of such authority to the Trustee;

   

  (f) The other parties hereto or to anyone
    else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s
    best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively
    and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen
    by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not
    only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of
    any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be
    signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification,
    termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the
    Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its
    prior written consent thereto;

   

  (g) Verify the accuracy of the information
    contained in the Registration Statement;

   

  (h) Provide any assurance that any Business
    Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;

   

  (i) File information returns with respect
    to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting
    the taxes payable by the Company, if any, relating to any interest income earned on the Property;

   

  (j) Prepare, execute and file tax reports,
    income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account,
    regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, any tax obligations,
    except pursuant to Section 1(j) hereof; or

   

  (k) Verify calculations, qualify or otherwise
    approve the Company’s written requests for distributions pursuant to Sections 1(i), (j) or (k) hereof.

   

  
     

    
      

    

  

   

  4. Trust Account Waiver. The Trustee
    has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to any monies
    in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now
    or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
    under Sections 2(b) or (c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets
    outside the Trust Account and not against the Property or any monies in the Trust Account.

   

  5. Termination. This Agreement shall
    terminate as follows:

   

  (a) If the Trustee gives written notice
    to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor
    trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies
    the Trustee that a successor trustee has been appointed and has agreed to become subject to the terms of this Agreement, the Trustee
    shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer of copies
    of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
    that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice
    from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
    or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune
    from any liability whatsoever; or

   

  (b) At such time that the Trustee has
    completed the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof
    (which section may not be amended under any circumstances) and distributed the Property in accordance with the provisions of the
    Termination Letter, this Agreement shall terminate except with respect to Section 2(b).

   

  6. Miscellaneous.

   

  (a) The Company and the Trustee each acknowledge
    that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account.
    The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized
    persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
    access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee
    shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying
    information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the
    Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense
    resulting from any error in the information or transmission of the funds.

   

  (b) This Agreement shall be governed by
    and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles
    that would result in the application of the substantive laws of another jurisdiction. This Agreement may be executed in several
    original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.

   

  (c) This Agreement contains the entire
    agreement and understanding of the parties hereto with respect to the subject matter hereof. Subject to Section 6(d) hereof, this
    Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing
    signed by each of the parties hereto; provided, however, that no such change, amendment or modification to Sections 1(i),
    2(f) or Exhibit A may be made without the prior written consent of the Representative.

   

  (d) This Agreement or any provision hereof
    may only be changed, amended or modified pursuant to Section 6(c) hereof with the Consent of the Stockholders. For purposes
    of this Section 6(d), the “Consent of the Stockholders” means receipt by the Trustee of a certificate
    from the inspector of elections of the stockholder meeting certifying that the Company’s stockholders of record as of a record
    date established in accordance with Section 213(a) of the Delaware General Corporation Law, as amended (“DGCL”)
    (or any successor rule), who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and Class
    B common stock, par value $0.0001 per share, of the Company voting together as a single class, have voted in favor of such change,
    amendment or modification. No such amendment will affect any Public Stockholder who has otherwise indicated his election to redeem
    his shares of Common Stock in connection with a stockholder vote sought to amend this Agreement to modify the substance or timing
    of the Company’s obligation to redeem 100% of the Common Stock if the Company does not complete its initial Business Combination
    within the time frame specified in the Company’s amended and restated certificate of incorporation. Except for any liability
    arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification
    from the inspector or elections referenced above and shall be relieved of all liability to any party for executing the proposed
    amendment in reliance thereon.

   

  
     

    
      

    

  

   

  (e) The parties hereto consent to the
    jurisdiction and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving
    any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE
    RIGHT TO TRIAL BY JURY.

   

  (f) Any notice, consent or request to
    be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail
    or similar private courier service, by certified mail (return receipt requested), by hand delivery or by electronic mail:

   

  if to the Trustee, to:

   

  Continental Stock Transfer & Trust Company 

  1 State Street, 30th Floor 

  New York, NY 10004 

  Attn: Francis Wolf and Celeste Gonzalez 

  Email: fwolf@continentalstock.com

  

  cgonzalez@continentalstock.com

   

  if to the Company, to:

   

  Arrowroot Acquisition Corp.

  

  Matthew Safaii

  

  Chief Executive Officer

  

  4553 Glencoe Ave, Suite 200

  

  Marina Del Rey, CA 90292

   

  in each case, with copies to:

   

  Cooley LLP

  

  500 Boylston Street, 14th Floor

  

  Boston, MA 02116

  

  Attn: Miguel J. Vega, Esq.

  

  Email: mvega@egsllp.com

   

  and

   

  Cantor Fitzgerald & Co.

  

  499 Park Avenue

  

  New York, New York 10022

  

  Attn: General Counsel

  

  Fax No.: (212) 829-4708

   

  and

   

  Ellenoff Grossman & Schole LLP

  

  1345 Avenue of the Americas

  

  New York, NY 10105

  

  Attn: Stuart Neuhauser, Esq.

  

  Email: sneuhauser@egsllp.com

   

  
     

    
      

    

  

   

  (g) Each of the Company and the Trustee
    hereby represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform
    its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or
    proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under
    any circumstance.

   

  (h) This Agreement is the joint product
    of the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement
    of such parties and shall not be construed for or against any party hereto.

   

  (i) This Agreement may be executed in
    any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute
    one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute
    valid and sufficient delivery thereof.

   

  (j) Each of the Company and the Trustee
    hereby acknowledges and agrees that Cantor Fitzgerald & Co. on behalf of the Underwriters is a third party beneficiary of this
    Agreement.

   

  (k) Except as specified herein, no party
    to this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.

   

  [Signature Page Follows]

   

   

  
     

    
      

    

  

   

  IN WITNESS WHEREOF, the parties have
    duly executed this Investment Management Trust Agreement as of the date first written above.

   

  	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	By:	 /s/ Francis Wolf
	 	 	Name: Francis Wolf 
	 	 	Title:   Vice President
	 	 	 
	 	ARROWROOT ACQUISITION CORP.
	 	 	 
	 	By:	 /s/ Matthew Safaii
	 	 	Name: Matthew Safaii
	 	 	Title:   Chief Executive Officer


   

  [Signature Page to Investment Management
      Trust Agreement]

   

  
     

    
      

    

  

   

  SCHEDULE A

   

  	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee.	 	Initial closing of Offering by wire transfer.	 	$	[3,500]	 
	Trustee administration fee	 	Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	[10,000]	 
	Transaction processing fee for disbursements to Company under Sections 1(i) and (j)	 	Billed to Company following disbursement made to Company under Section 1	 	$	[250]	 
	Paying Agent services as required pursuant to Sections 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	 	 	Prevailing rates	 


   

  
     

    
      

    

  

   

  EXHIBIT A

   

  [Letterhead of Company]

   

  [Insert date]

   

  Continental Stock Transfer & Trust Company

  

  1 State Street, 30th Floor

  

  New York, New York 10004

  

  Attn: Francis Wolf and Celeste Gonzalez

   

  	 	Re:	Trust Account  -  Termination Letter


   

  Dear [•]:

   

  Pursuant to Section 1(i) of the Investment
    Management Trust Agreement between Arrowroot Acquisition Corp. (the “Company”) and Continental Stock
    Transfer & Trust Company (the “Trustee”), dated as of ________, 2021 (the “Trust Agreement”),
    this is to advise you that the Company has entered into an agreement with (the “Target Business”) to
    consummate a business combination with Target Business (the “Business Combination”) on or about [insert
    date]. The Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter period as you
    may agree) of the consummation of the Business Combination (the “Consummation Date”). Capitalized terms
    used but not defined herein shall have the meanings set forth in the Trust Agreement.

   

  In accordance with the terms of the Trust
    Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to
    a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date (including as directed
    to it by the Representative on behalf of the Underwriters (with respect to the Deferred Discount)), all of the funds held in the
    Trust Operating Account at JP Morgan Chase Bank, N.A. will be immediately available for transfer to the account or accounts that
    the Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in the trust
    operating account at JP Morgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends.

   

  On the Consummation Date, (i) counsel for
    the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
    concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
    and (ii) the Company shall deliver to you (a) a certificate by the Chief Executive Officer, Chief Financial Officer or Chairman,
    which verifies that the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held
    and (b) a joint written instruction signed by the Company and the Representative with respect to the transfer of the funds held
    in the Trust Account, including payment of amounts owed to public stockholders who have properly exercised their redemption rights
    and payment of the Deferred Discount to the Representative from the Trust Account (the “Instruction Letter”).
    You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification
    and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event that certain deposits held in
    the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify the Company in writing of the
    same and the Company shall direct you as to whether such funds should remain in the Trust Account and be distributed after the
    Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed
    expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated.

   

  In the event that the Business Combination
    is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original
    Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds
    held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately
    following the Consummation Date as set forth in such notice as soon thereafter as possible.

   

   

  
     

    
      

    

  

   

  	 	Very truly yours,
	 	 
	 	Arrowroot Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


  	Acknowledged & Agreed by:
	Cantor Fitzgerald & Co.
	 
	By:	 	 
	 	Name:	 
	 	Title:	 


   

  
     

    
      

    

  

   

  EXHIBIT B

   

  [Letterhead of Company]

   

  [Insert date]

   

  Continental Stock Transfer & Trust Company 

  1 State Street, 30th Floor

  

  New York, New York 10004

  

  Attn: Francis Wolf and Celeste Gonzalez

   

  	 	Re:	Trust Account  - Termination Letter


   

  Dear [•]:

   

  Pursuant to Section 1(i) of the Investment
    Management Trust Agreement between Arrowroot Acquisition Corp. (the “Company”) and Continental Stock
    Transfer & Trust Company (the “Trustee”), dated as of __________, 2021 (the “Trust Agreement”),
    this is to advise you that the Company has been unable to effect a business combination with a Target Business (the “Business
        Combination”) within the time frame specified in Section 1(i) of the Trust Agreement. Capitalized terms used but
    not defined herein shall have the meanings set forth in the Trust Agreement.

   

  In accordance with the terms of the Trust
    Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into
    a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has
    selected as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive their share
    of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to
    distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement and
    the Amended and Restated Certificate of Incorporation of the Company. Upon the distribution of all the funds, net of any payments
    necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement
    shall be terminated, except to the extent otherwise provided in Section 1(j) of the Trust Agreement.

   

  	(1)	24 months from the closing of the Offering, or at a later date, if extended.


   

  	 	Very truly yours,
	 	 
	 	Arrowroot Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


   

  	cc:	Cantor Fitzgerald & Co.


   

  
     

    
      

    

  

   

  EXHIBIT C

   

  [Letterhead of Company]

   

  [Insert date]

   

  Continental Stock Transfer & Trust Company 

  1 State Street, 30th Floor

  

  New York, New York 10004

  

  Attn: Francis Wolf and Celeste Gonzalez

   

  	 	Re:	Trust Account  - Withdrawal Instruction


   

  Dear [•]:

   

  Pursuant to Section 1(j) of the Investment
    Management Trust Agreement between Arrowroot Acquisition Corp. (the “Company”) and Continental Stock
    Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”),
    the Company hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date
    hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.

   

  The Company needs such funds to pay for
    the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement,
    you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to
    the Company’s operating account at:

   

  [WIRE INSTRUCTION INFORMATION]

   

  	 	Very truly yours,
	 	 
	 	Arrowroot Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


   

  	cc:	Cantor Fitzgerald & Co.


   

   

  
     

    
      

    

  

   

  EXHIBIT D

   

  [Letterhead of Company]

   

  [Insert date]

   

  Continental Stock Transfer & Trust Company 

  1 State Street, 30th Floor

  

  New York, New York 10004

  

  Attn: Francis Wolf and Celeste Gonzalez

   

  	 	Re:	Trust Account  -  Stockholder Redemption Withdrawal Instruction


   

  Dear [•]:

   

  Pursuant to Section 1(k) of the Investment
    Management Trust Agreement between Arrowroot Acquisition Corp. (the “Company”) and Continental Stock
    Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (the “Trust Agreement”),
    the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $______ of the principal and interest
    income earned on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution
    to the Stockholders who have requested redemption of their Common Stock. Capitalized terms used but not defined herein shall have
    the meanings set forth in the Trust Agreement.

   

  The Company needs such funds to pay its
    Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a
    stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to modify the
    substance or timing of the Company’s obligation to redeem 100% of public shares of Common Stock if the Company has not consummated
    an initial Business Combination within such time as is described in Section 1(i) of the Trust Agreement. As such, you are hereby
    directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter.

   

  	 	Very truly yours,
	 	 
	 	Arrowroot Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


   

  	cc:	Cantor Fitzgerald & Co.