CERTIFICATE OF AMENDMENT OF THE
OF
ARROWROOT ACQUISITION CORP.
(Pursuant to Section 242 of the
General Corporation Law of the State of Delaware)
Arrowroot Acquisition Corp., a corporation organized and existing under and by virtue of the provisions of the General Corporation Law of the State of Delaware (the “
General Corporation Law”),
1. That the name of this corporation is Arrowroot Acquisition Corp. (the “
Corporation”),
and that this corporation was originally incorporated pursuant to the General Corporation Law on
November 5, 2020.
2. The
Certificate of Incorporation of the Corporation is hereby amended by inserting the following
additional Section 4.4 to Article Fourth:
“Section 4.4.
Forward Stock Split. Upon this Amendment to the
Certificate of Incorporation becoming effective pursuant
to the General Corporation Law of the State of Delaware (the “
Amendment Effective Time”), each share of the Class B Common Stock issued and outstanding immediately prior to the Amendment Effective Time,
will be automatically converted into 1.25 shares of Class B Common Stock. Any stock certificate that, immediately prior to the Amendment Effective Time, represented shares of Class B Common Stock (“
Old
Certificates”) will, from and after the Amendment Effective Time, automatically and without the necessity of presenting the same for exchange, represent the number of shares of Class B Common Stock as equals the product obtained by
multiplying the number of shares of Class B Common Stock represented by the Old Certificate immediately prior to the Amendment Effective Time by 1.25.”
3. That the foregoing amendment was approved by the holders of the requisite number of shares of this corporation in accordance with Section 228 of
the General Corporation Law.
[Signature Page to Follow]
ARROWROOT ACQUISITION CORP.
SIGNATURE PAGE TO CERTIFICATE OF AMENDMENT
