Exhibit 10.2


 


April 7, 2022


 


Ahren Acquisition Corp.


Boundary Hall, Cricket Square


Grand Cayman, KY1-1102


Cayman Islands


 


	Re:	Initial Public Offering


 


Ladies and Gentlemen:


 


This letter (this “Letter Agreement”)
is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered
into by and among Ahren Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Citigroup
Global Markets Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter”
and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public
Offering”), of 29,999,800 of the Company’s units (the “Units”), each comprised of one of
the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and
one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase
one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The
Units were sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospectus”)
filed by the Company with the U.S. Securities and Exchange Commission (the “Commission”) and are listed on The
Nasdaq Global Market. Certain capitalized terms used herein are defined in paragraph 9 hereof.


 


For good and valuable consideration, the receipt
and sufficiency of which are hereby acknowledged, the undersigned member of the Company’s board of directors (the “Director”),
hereby agrees with the Company as follows


 


		1.	The Director agrees that if the Company seeks shareholder
approval of a proposed Business Combination, then in connection with such proposed Business Combination, he shall (i) vote any Ordinary
Shares (as defined below) owned by him in favor of any proposed Business Combination and (ii) not redeem any Ordinary Shares owned by
him in connection with such shareholder approval. If the Company seeks to consummate a proposed Business Combination by engaging in a
tender offer, the Director agrees that he will not sell or tender any Ordinary Shares owned by it, him or her in connection therewith.



 


		2.	The Director hereby agrees that in the event that the Company
fails to consummate a Business Combination before the later of (i) eighteen (18) months from the closing of the Public Offering, or (ii)
such later period approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum
and articles of association (as it may be amended from time to time, the “Charter”), the Director shall take
all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably
possible but not more than ten (10) business days thereafter, redeem 100% of the Class A Ordinary Shares sold as part of the Units in
the Public Offering (the “Offering Shares”), at a per-share price, payable in cash, equal to the aggregate
amount then on deposit in the Trust Account (as defined below), including interest earned on the funds held in the Trust Account (less
taxes payable and up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding Offering Shares,
which redemption will completely extinguish all Public Shareholders’ (as defined below) rights as shareholders (including the right
to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject
to the approval of the Company’s remaining shareholders and the Company’s board of directors, liquidate and dissolve, subject
in the case of clauses (ii) and (iii) to the Company’s obligations under Cayman Islands law to provide for claims of creditors
and in all cases subject to the other requirements of applicable law. The Director agrees to not propose any amendment to the Charter
(A) to modify the substance or timing of the Company’s obligation to allow redemption in connection with a Business Combination
or to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within the required time period set
forth in the Charter or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business
Combination activity, unless the Company provides its Public Shareholders with the opportunity to redeem their Offering Shares upon approval
of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit 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, divided by the number
of then outstanding Offering Shares.



 






     


     


    

 


The Director acknowledges that he has
no right, title, interest or claim of any kind in or to any monies held in the Trust Account or any other asset of the Company as a result
of any liquidation of the Company with respect to the Founder Shares held by him. The Director hereby further waives, with respect to
any Ordinary Shares held by him, if any, any redemption rights he may have in connection with (a) the consummation of a Business Combination,
including, without limitation, any such rights available in the context of a shareholder vote to approve such Business Combination, or
(b) a shareholder vote to approve an amendment to the Charter (A) to modify the substance or timing of the Company’s obligation
to allow redemption in connection with a Business Combination or to redeem 100% of the Offering Shares if the Company has not consummated
a Business Combination within the time period set forth in the Charter or (B) with respect to any other material provisions relating to
shareholders’ rights or pre-initial Business Combination activity or in the context of a tender offer made by the Company to purchase
Offering Shares (although the Director and his affiliates shall be entitled to redemption and liquidation rights with respect to any Offering
Shares they hold if the Company fails to consummate a Business Combination within the time period set forth in the Charter).


 


		3.	During the period commencing on the date of this Letter Agreement
and ending 180 days after the effective date of the Underwriting Agreement, the Director shall not, without the prior written consent
of the Representative, (i) sell, offer to sell, contract or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise
dispose of or agree to dispose of, directly or indirectly, or establish or increase a put equivalent position or liquidate or decrease
a call equivalent position within the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), and the rules and regulations of the Commission promulgated thereunder, with respect to, any Units, Ordinary Shares
(including, but not limited to, Founder Shares), Warrants or any securities convertible into, or exercisable, or exchangeable for, Ordinary
Shares owned by him, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic
consequences of ownership of any Units, Ordinary Shares (including, but not limited to, Founder Shares), Warrants or any securities convertible
into, or exercisable, or exchangeable for, Ordinary Shares owned by him, whether any such transaction is to be settled by delivery of
such securities, in cash or otherwise, or (iii) publicly announce any intention to effect any transaction specified in clause (i) or
(ii). The provisions of this paragraph will not apply to any transfer permitted under paragraph 5(c) hereof or if the release or waiver
is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the same terms
described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time of the transfer.



 


		4.	The Director hereby agrees and acknowledges that: (i) the
Underwriters and the Company would be irreparably injured in the event of a breach by the Director of his obligations under paragraphs
1, 2, 3, 4, 5(a), 5(b), and 7 as applicable, of this Letter Agreement, (ii) monetary damages may not be an adequate remedy for such breach
and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy that such party may have in
law or in equity, in the event of such breach.



 


		5.	(a)	 The Director agrees that he shall not Transfer any
Founder Shares (or any Class A Ordinary Shares issuable upon conversion thereof) until the earlier of (A) one year after the completion
of the Company’s initial Business Combination and (B) subsequent to the Business Combination, (x) if the closing price of the Class
A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share capitalizations, reorganizations, recapitalizations
and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial
Business Combination or (y) the date on which the Company completes a liquidation, merger, amalgamation, capital stock exchange, reorganization
or other similar transaction that results in all of the Company’s Public Shareholders having the right to exchange their shares
of Class A Ordinary Shares for cash, securities or other property (the “Founder Shares Lock-up Period”).



 


		(b)	The Director agrees that he shall not Transfer any Private
Placement Warrants (or any Class A Ordinary Shares underlying the Private Placement Warrants), until 30 days after the completion of
a Business Combination (the “Private Placement Warrants Lock-up Period”, together with the Founder Shares Lock-up
Period, the “Lock-up Periods”).



 






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		(c)	Notwithstanding the provisions set forth in paragraphs 5(a)
and (b), Transfers of the Founder Shares, Private Placement Warrants and the Class A Ordinary Shares underlying the Private Placement
Warrants that are held by the Director or any of his permitted transferees (that have complied with this paragraph 5(c)), are permitted
(a) to the Company’s officers or directors, any affiliate or family member of any of the Company’s officers or directors,
any members or partners of the Sponsor or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; (b) in
the case of an individual, by gift to a member of such individual’s immediate family or to a trust, the beneficiary of which is
a member of such individual’s immediate family, an affiliate of such individual or to a charitable organization; (c) in the case
of an individual, by virtue of laws of descent and distribution upon death of such individual; (d) in the case of an individual, pursuant
to a qualified domestic relations order; (e) by private sales or transfers made in connection with any forward purchase agreement or
similar arrangement or in connection with the consummation of an initial Business Combination at prices no greater than the price at
which the securities were originally purchased; (f) in the event of the Company’s liquidation prior to the completion of an initial
Business Combination; (g) by virtue of the laws of the Cayman Islands or the Sponsor’s limited liability company agreement upon
dissolution of the Sponsor; or (h) in the event of the Company’s liquidation, merger, capital stock exchange or other similar transaction
which results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities
or other property subsequent to the Company’s completion of an initial Business Combination; provided, however, that
in the case of clauses (a) through (e) or (g), these permitted transferees must enter into a written agreement with the Company agreeing
to be bound by the transfer restrictions herein and the other restrictions contained in this Agreement (including provisions relating
to voting, the Trust Account and liquidating distributions).



 


		6.	The Director represents and warrants that he has never been
suspended or expelled from membership in any securities or commodities exchange or association or had a securities or commodities license
or registration denied, suspended or revoked. The Director’s biographical information furnished to the Company is true and accurate
in all respects and does not omit any material information with respect to his background. The Director’s questionnaire furnished
to the Company is true and accurate in all respects. The Director represents and warrants that: he is not subject to or a respondent
in any legal action for, any injunction, cease-and-desist order or order or stipulation to desist or refrain from any act or practice
relating to the offering of securities in any jurisdiction; he has never been convicted of, or pleaded guilty to, any crime (i) involving
fraud, (ii) relating to any financial transaction or handling of funds of another person, or (iii) pertaining to any dealings in any
securities and he is not currently a defendant in any such criminal proceeding.



 


		7.	Except as disclosed in the Prospectus, neither the Sponsor
nor any officer, nor any affiliate of the Sponsor or any officer, nor any director of the Company, shall receive from the Company any
finder’s fee, reimbursement, consulting fee, non-cash payments, monies in respect of any repayment of a loan or other compensation
prior to, or in connection with any services rendered in order to effectuate, the consummation of the Company’s initial Business
Combination (regardless of the type of transaction that it is), other than the following, none of which will be made from the proceeds
held in the Trust Account prior to the completion of the initial Business Combination: repayment of a loan and advances up to an aggregate
of $300,000 made to the Company by the Sponsor; payment to the Sponsor for certain office space, utilities, secretarial and administrative
support as may be reasonably required by the Company for a total of $10,000 per month; payment of consulting, success or finder fees
to our independent directors, members of our advisory board, or their respective affiliates in connection with the consummation of our
initial business combination; reimbursement for any reasonable out-of-pocket expenses related to identifying, investigating, negotiating
and completing an initial Business Combination, and repayment of loans, if any, and on such terms as to be determined by the Company
from time to time, made by the Sponsor or an affiliate of the Sponsor or any of the Company’s officers or directors to finance
transaction costs in connection with an intended initial Business Combination, provided, that, if the Company does not consummate an
initial Business Combination, a portion of the working capital held outside the Trust Account may be used by the Company to repay such
loaned amounts so long as no proceeds from the Trust Account are used for such repayment. Up to $2,000,000 of such loans may be convertible
into warrants at a price of $1.00 per warrant at the option of the lender. Such warrants would be identical to the Private Placement
Warrants, including as to exercise price, exercisability and exercise period.



 






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		8.	The Director has full right and power, without violating
any agreement to which he is bound (including, without limitation, any non-competition or non-solicitation agreement with any employer
or former employer), to enter into this Letter Agreement and to serve as a director on the board of directors of the Company.



 


		9.	As used herein, (i) “Business Combination”
shall mean a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving
the Company and one or more businesses; (ii) “Ordinary Shares” shall mean the Class A Ordinary Shares and Class
B ordinary shares, par value $0.0001 per share (the “Class B Ordinary Shares”); (iii) “Founder Shares”
shall mean the 7,499,950 Class B Ordinary Shares issued and outstanding; (iv) “Initial Shareholders” shall
mean the Sponsor and any director, officer or other person that holds Founder Shares; (v) “Private Placement Warrants”
shall mean the 15,249,920 warrants that the Sponsor purchased for an aggregate purchase price of $15,249,920, or $1.00 per warrant, in
a private placement that closed simultaneously with the consummation of the Public Offering; (vi) “Public Shareholders”
shall mean the holders of securities issued in the Public Offering; (vii) “Sponsor” shall mean AACS LP; (viii)
“Trust Account” shall mean the trust fund into which a portion of the net proceeds of the Public Offering and
the sale of the Private Placement Warrants shall be deposited; and (ix) “Transfer” shall mean the (a) sale
of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose of or agreement
to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation with respect to or decrease
of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the rules and regulations of the Commission promulgated
thereunder with respect to, any security, (b) entry into any swap or other arrangement that transfers to another, in whole or in part,
any of the economic consequences of ownership of any security, whether any such transaction is to be settled by delivery of such securities,
in cash or otherwise, or (c) public announcement of any intention to effect any transaction specified in clause (a) or (b).



 


		10.	The Company will maintain an insurance policy or policies
providing directors’ and officers’ liability insurance, and each Director shall be covered by such policy or policies, in
accordance with its or their terms.



 


		11.	This Letter Agreement constitutes the entire agreement and
understanding of the parties hereto in respect of the subject matter hereof and supersedes all prior understandings, agreements, or representations
by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter hereof or the transactions
contemplated hereby. This Letter Agreement may not be changed, amended, modified or waived (other than to correct a typographical error)
as to any particular provision, except by a written instrument executed by all parties hereto.



 


		12.	No party hereto may assign either this Letter Agreement or
any of its rights, interests, or obligations hereunder without the prior written consent of the other parties. Any purported assignment
in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the
purported assignee. This Letter Agreement shall be binding on the Director and his successors, heirs and assigns and permitted transferees.



 


		13.	Nothing in this Letter Agreement shall be construed to confer
upon, or give to, any person or corporation other than the parties hereto any right, remedy or claim under or by reason of this Letter
Agreement or of any covenant, condition, stipulation, promise or agreement hereof. All covenants, conditions, stipulations, promises
and agreements contained in this Letter Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors,
heirs, personal representatives and assigns and permitted transferees.



 


		14.	This Letter Agreement may be executed in any number of original
or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts
shall together constitute but one and the same instrument.



 


		15.	This Letter Agreement shall be deemed severable, and the
invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Letter Agreement
or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term or provision, the parties hereto
intend that there shall be added as a part of this Letter Agreement a provision as similar in terms to such invalid or unenforceable
provision as may be possible and be valid and enforceable.



 


		16.	This Letter Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of New York. The parties hereto (i) all agree that any action, proceeding, claim
or dispute arising out of, or relating in any way to, this Letter Agreement shall be brought and enforced in the courts of New York City,
in the State of New York, and irrevocably submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and
(ii) waive any objection to such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.



 


		17.	Any notice, consent or request to be given in connection
with any of the terms or provisions of this Letter 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 facsimile transmission.



 


		18.	This Letter Agreement shall terminate on the earlier of (i)
the expiration of the Lock-up Periods or (ii) the liquidation of the Company.



 


[Signature Page Follows]


 






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	 	Sincerely,
	 	 
	 	/s/ Jonathan Roney
	 	Name: Jonathan Roney



 


	Acknowledged and Agreed:	 
	 	 	 
	AHREN ACQUISITION CORP.	 
	 	 	 
	By:	/s/ Alice Newcombe-Ellis	 
	 	Name: Alice Newcombe-Ellis	 
	 	Title: Chief Executive Officer	 



 


[Signature Page to Letter Agreement]