Exhibit 10.1


 


 


 


 


PARADIGM GOVERNANCE
PARTNERS LIMITED


 


EACH COMPANY LISTED
IN THE SCHEDULE


 


EACH DIRECTOR LISTED
IN THE SCHEDULE


 


 


 


 


 






 


DIRECTOR SERVICES
AGREEMENT 


 


 






 




     


     


    

 


DIRECTOR SERVICES AGREEMENT


 


THIS AGREEMENT is made as of April 7, 2022


 


AMONG:


 


	1	Paradigm Governance Partners Limited, an ordinary company incorporated under the laws of the Cayman
Islands with its registered office at One Capital Place, 3rd Floor, 136 Shedden Road, P.O. Box 677, KY1-9006, Grand Cayman,
Cayman Islands (Paradigm);



 


	2	Each Company Listed in the Schedule (each, the Company); and



 


	3	Each Director Listed in the Schedule (each, the Director).



 


WHEREAS the Company has requested that
Paradigm provide certain services to the Company, which Paradigm has agreed to do on the terms and conditions of this Agreement,


 


IT IS AGREED AS FOLLOWS:


 


	1	Interpretation



 


	1.1	ln this Agreement, unless the context otherwise requires:



 


Applicable
Data Protection Laws means all applicable civil and common law, statute, subordinate legislation, treaty, binding regulations, directive,
decision by law, ordinance, code, order, decree, injunction or judgement of any regulatory or government entity or court which relates
to data privacy or data protection and are in force from time to time included without limitation that General Data Protection regulation
(EU) 2016/679;


 


Articles means
the memorandum and articles of association of the Company;


 


Affiliate,
in relation to a person, means any other person that:


 


		(a)	is controlled, whether directly or indirectly, by the first-mentioned person;



 


		(b)	controls, whether directly or indirectly, the first-mentioned person;



 


		(c)	is under common control, whether directly or indirectly, with the first-mentioned person; or



 


		(d)	is an employee, officer, member, partner, associate or director of such person;



 


Board means
the board of directors of the Company for the time being;


 


Business Combination
means a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination between the Company
and one or more businesses;


 


Business Day
means any day which is not a Saturday, Sunday or a day on which banking institutions are obliged by law or regulation to close in
the Cayman Islands, or such other day classified as a business day according to such criteria as the parties may agree;


 






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Director means
Independent Non-Executive Director;


 


DPL means
the Cayman Islands Data Protection Act (As Revised);


 


Effective Date means the date
of this Agreement;


 


Indemnified Party
shall have the meaning given in clause 8;


 


Material Documents shall have
the meaning given in clause 6; and


 


Prospectus means
the final prospectus, dated December 14, 2021, filed by the Company with the U.S. Securities and Exchange Commission pursuant to Rule
424(b) promulgated under the Securities Act of 1933, as amended.


 


Registration
Statement means the proxy statement or registration statement / prospectus / proxy statement, and each amendment and final version
thereof, filed by the Company in connection with the Company’s (i) solicitation of proxies for the vote by the Company’s shareholders
in connection with a Business Combination and, if applicable (ii) offer and issuance of securities to be issued in connection with the
completion of a Business Combination, or any other similar disclosure document of the Company.


 


		1.2	ln this Agreement, unless the context otherwise requires: (a) use of the singular includes the plural
and vice versa; (b) words denoting a gender include every gender; (c) references to persons include bodies corporate and unincorporated;
(d) any phrase introduced by the term “including”, “include”, “in particular” or any similar expression
shall be construed as illustrative and shall not limit the sense of the words preceding those terms; (e) references to statutes shall
be construed as references to such statutes as amended, modified, extended, consolidated re-enacted or replaced, and shall include any
subordinate legislation made thereunder; and (f) references to any document or agreement or organisational document are to be construed
as references to such document or agreement or organisational document as in force for the time being and as amended, varied, supplemented,
substituted or novated from time to time, provided that no amendment, variation or supplement to the Articles shall be effective for the
purposes of, or to amend, this Agreement unless the Board shall have approved the same.



 


		1.3	The division of this Agreement into clauses and the insertion of headings are for convenience of reference
only and shall not affect the construction or interpretation of this Agreement. The Schedule forms part of this Agreement and its terms
have the same force and effect as if they were expressly set out in the body of this Agreement.



 


		2	Provision of Director



 


		2.1	Paradigm agrees to provide the services of the Director to serve as a director of the Company with effect
from the Effective Date.



 


		3	Director’s duties



 


		3.1	The Director will devote as much time, attention, ability and skills as are required to perform the Director’s
normal duties as a director of the Company.



 






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		3.2	The Director will perform the Director’s duties faithfully, efficiently and diligently and use all
reasonable endeavours to promote the best interests and reputation of the Company. ln particular, the Director’s responsibilities
will include:



 


		(a)	reviewing relevant documentation relating to the Company including, without limitation, the Registration
Statement, contracts with service providers, information provided to shareholders and financial information;



 


		(b)	attending meetings of the Board in person or by telephone, provided that the dates of such meetings have
been communicated to the Director by the Company or its corporate secretary, as applicable, with reasonable advance notice, and provided
further that the Director shall be excused from attending a meeting due to illness or incapacity or in any other reasonable circumstances
as communicated to the Company at or in advance of such meeting;



 


		(c)	considering all documents contained in board packs provided with reasonable advance notice to the Director
by the Company or its corporate secretary, as applicable, so as to be able to participate in full in the Board’s deliberations;



 


		(d)	bringing independent judgment to bear on issues of strategy, policy, resources, performance and regulatory
matters;



 


		(e)	providing advice and direction on all matters affecting the Company of which the Director is or becomes
aware in the course of his duties including adherence to terms set forth in the Articles and Prospectus;



 


		(f)	planning, developing and enhancing the future strategic direction of the Company;



 


		(g)	signing contracts, filings, resolutions, representations, and other documents on behalf of the Company
upon reasonable request;



 


		(h)	where necessary or appropriate, liaising with the Company’s shareholders, professional advisers,
service providers and regulators; and



 


		(i)	sharing responsibility with the other directors of the Company for the effective control of the Company.



 


		3.3	For the avoidance of doubt, the Director shall not, in connection with his obligations under this Agreement,
be responsible for actively managing the Company in an executive role, the commercial structuring of the business of the Company, or for
the rendering of investment, commercial, accounting, legal or tax advice to the Company or any other person. Such duties shall be delegated
by the Board to the executive officers of the Company and the relevant professional or service provider, subject to the overall supervision
and responsibility of the Board.



 






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		3.4	ln performing his duties as a director of the Company, the Director shall not be obliged to act in any
manner which, in his opinion:



 


		(a)	may be contrary to law;



 


		(b)	may conflict with any provision of the Articles;



 


		(c)	would result in the risk of prosecution or other sanction of any kind in any jurisdiction or the withdrawal
of, or imposition of any conditions in respect of, any licence, consent or other authorisation issued to Paradigm or the Director by any
legal, governmental or regulatory authority in any applicable jurisdiction;



 


		(d)	may be in conflict with the Director’s fiduciary duty to the Company.



 


		4	Duties of Company



 


		4.1	The Director shall have an unrestricted right of access to all of the Company’s books and records.
Without limiting the generality of the foregoing, the Company shall promptly provide to Paradigm, or cause to be provided to Paradigm:



 


		(a)	copies of all documentation relating to the Company, including the Prospectus, the Registration Statement,
the Articles, contracts with service providers, governance policies, information provided to shareholders (including marketing materials,
performance reports and financial information) and periodic unaudited and audited financial reports;



 


		(b)	reasonable notice of all board meetings, all relevant agendas and supporting documents for such meetings,
and minutes of such meetings;



 


		(c)	copies of the draft annual financial statements at least two full working days prior to the board meeting
to approve such financial statements;



 


		(d)	properly certified or authenticated copies of the Articles and all amendments thereto, and of such resolutions,
votes and other proceedings as may be necessary or relevant to Paradigm or the Director for the purposes of this Agreement;



 


		(f)	drafts of the Registration Statement, and each amendment thereto, and of any other document issued by
or in relation to the Company; and



 


		(g)	any additional information that Paradigm may reasonably require for the purposes of this Agreement.



 


		5	Duties of Paradigm



 


		5.1	ln the event that the Director ceases to be available to perform his functions as a member of the Board
at any time owing to illness or incapacity, Paradigm shall notify the Company as soon as reasonably practicable and shall, if so requested
by the Company, use its best endeavours to supply to the Company an alternate director to perform the functions of the Director until
he is able to resume his duties pursuant to this Agreement.



 






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		6	Representations and Warranties



 


		6.1	The Company represents and warrants to Paradigm and the Director that, during the term of the Director’s
appointment:



 


		(a)	the Company is validly existing and has full corporate power and authority to perform its obligations
under this Agreement, and this Agreement has been duly and validly authorized, executed and delivered on behalf of the Company and constitutes
its binding and enforceable obligation in accordance with its terms;



 


		(b)	the Company has not been involved in any civil, criminal, or administrative actions or proceedings during
the period of five years prior to the Effective Date, except as otherwise disclosed to the Director. The Company will promptly disclose
to the Director the occurrence of any event within the scope of this paragraph;



 


		(c)	all draft and executed versions of the material documents relevant to the Company (each as may be revised
or amended from time to time and collectively referred to herein as the Material Documents), whether provided to the Director or
Paradigm by the Company, its sponsor or professional advisers, constitute true, complete and correct copies of the Material Documents
to the best extent of the Company’s knowledge;



 


		(d)	to the best extent of the Company’s knowledge, the Material Documents comply in all material respects
with all laws applicable to the relevant Company and its service providers and agents, if any; and



 


		(e)	to the best extent of the Company’s knowledge, none of the Prospectus, the Registration Statement,
or any of the related offering materials provided to investors contains, (or, in the case of the Registration Statement and any other
future documents, will contain) , any information which is misleading in any material respect, nor do such materials fail to disclose
any information which is required to be disclosed in order to make such information not misleading.



 


		6.2	Paradigm represents and warrants to the Company that, during the term of the Director’s appointment:



 


		(a)	in acting as a director of the Company, the Director will comply with all statutory, regulatory and common
law duties and obligations applicable to the Director as a director of the Company, including without limitation:



 


		(i)	any laws affecting the Company or directors of the Company which are in force from time to time;



 


		(ii)	the Articles; and



 


		(iii)	any codes of conduct or corporate governance adopted by the Company from time to time.



 






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		(b)	Paradigm is validly existing and has full corporate power and authority to perform its obligations under
this Agreement, and this Agreement has been duly and validly authorized, executed and delivered on behalf of Paradigm and the Director
and constitutes its binding and enforceable obligation in accordance with its terms.



 


		7	Legal and Professional Advice



 


		7.1	With the consent of the Board, Paradigm and the Director may refer any contentious and material issue
faced by the Board or the Company to attorneys-at-law or other professional advisers at the Company’s cost. Without prejudice to
the generality of the foregoing, the Director may seek legal or other professional advice on the Director’s own behalf in the Director’s
capacity as a director of the Company and may incur reasonable legal and other professional expenses on behalf of the Company. The Director
shall be entitled to reimbursement by the Company of all reasonable fees and disbursements thus incurred.



 


		7.2	The Director shall be entitled to rely on any advice so obtained if the Director reasonably believes that
such professional persons are reliable and competent in the matters and advice prepared or presented and/or such matters and advice are
within the person’s professional qualifications and competence.



 


		8	Liability and lndemnity



 


		8.1	The Company and the Director will, at or prior to the Effective Time, enter into an indemnification agreement
in the form attached as Exhibit A hereto (the Indemnification Agreement).



 


		8.2	Subject to clause 16, Paradigm (the lndemnified Party) shall be indemnified and secured harmless
out of the assets and funds of the Company against all actions, proceedings, costs, fines, penalties, charges, expenses, losses, damages
or liabilities of whatsoever nature and howsoever arising incurred or sustained by it if the lndemnified Party did not, in connection
with the matter giving rise to the particular claim, engage in gross negligence or willful default in the execution or discharge of its
duties, powers, authorities or discretions, including any costs, expenses, losses or liabilities incurred by it in defending (whether
successfully or otherwise) any civil proceedings concerning the Company, its business or its affairs in any court whether in the Cayman
Islands or elsewhere.



 


		8.3	The lndemnified Party shall not, in the absence of gross negligence or willful default of the lndemnified
Party, be liable for any costs, charges, expenses, losses, damages or liabilities of whatsoever nature and howsoever arising, incurred
or sustained by the Company at any time from any cause whatsoever arising out of any act or omission on the part of the lndemnified Party
in connection with their respective duties under this Agreement.



 


		8.4	The indemnity and exculpation provisions in this clause 8 shall be in addition to the Indemnification
Agreement and the indemnity and exculpation provisions in the Articles.



 


		8.5	The Company shall, within 10 days of any written demand, advance to the lndemnified Party the full amount
of all reasonable fees, costs and expenses (including legal costs, expenses and disbursements) reasonably anticipated by the lndemnified
Party to be incurred by the lndemnified Party within three months in the defence of, or otherwise in connection with, any action or proceedings
arising out of or in any way connected with this Agreement or the provision of the services hereunder. In the event that such an advance
is made by the Company, the lndemnified Party shall reimburse the Company for such advanced fees, costs and expenses to the extent that
it is subsequently determined by a final, non-appealable order of a court of competent jurisdiction that the lndemnified Party was not
entitled to indemnification under this Agreement.



 






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		8.6	The provisions of this clause 8 shall remain in full force and effect after the termination of this Agreement.



 


		9	D&O Insurance



 


		9.1	The Company shall procure that any directors and officers insurance cover it has in place shall be extended
to cover the Director as soon as practicable following the date of execution of this Agreement. If the Company has no directors and officers
insurance cover in place, and if Paradigm requires such cover, the Company shall procure such insurance policy on terms which are customary
in the market and acceptable to the Board within 90 days of the date hereof. The Company will seek to ensure that one of those terms will
be to have expenses advanced in order to defend proceedings pursuant to clause 8.5.



 


		10	Fees and Expenses



 


		10.1	ln consideration of the provision of the services of the Director under this Agreement, the Company shall
pay to Paradigm the following fees:



 


		(a)	a base fee as detailed in the Schedule (the Annual Fee), payable on the Effective Date and annually
thereafter in advance on 1 January in each year;



 


		(b)	subject to clause 10.3, additional fees charged at the Director’s hourly rate (in half hour increments)
in extraordinary circumstances as detailed in the Schedule, payable upon receipt by the Company of the relevant invoice; and



 


		(c)	any additional fees agreed for services to be undertaken by Paradigm or the Director over and above those
set out in this Agreement.



 


		10.2	In the event Paradigm terminates this agreement in accordance with clause 14.2(b) it will refund the pro-rata
amount of the Annual Fee for the period between the notice period expiration date and the end of that calendar year. Paradigm will make
payment to the Company within 10 Business Days of the notice period expiration date.



 


		10.3	The base fee payable under clause 10.1(a) shall be reviewed periodically during the continuance of this
Agreement. Such review shall take account of the amount of effort, expertise and time being contributed by the Director to the Company.
Following such review, the base fee may be increased by Paradigm by agreement with the Company and after public disclosure.



 


		10.4	Paradigm may charge additional fees at its hourly rate as described under clause 10.1(b) with the prior
consent of the Company (such consent not to be unreasonably withheld) only if the Director is required to deal with extraordinary matters
not in the ordinary course of business of the Company including matters such as (i) threatened or actual litigation, (ii) regulatory investigations
or proceedings against the Company or any Affiliate, or (iii) a restructuring or winding down of the business of the Company requiring
considerable time and attention (excluding any liquidation or winding down occurring if the Company fails to complete a business combination
within the combination window set forth in the Prospectus).



 






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		10.5	The Company shall pay or reimburse Paradigm for the reasonable out-of-pocket expenses properly incurred
by Paradigm (on the Director’s behalf) or the Director in the Director’s performance of its duties under this Agreement, including
travel, hotel and other expenses incurred in attending and returning from meetings of the Board or committees of the Board or general
or class meetings of the Company, provided that such reimbursements in aggregate shall not exceed $500 in any calendar year unless separately
agreed by the Company.



 


		11	Non-exclusivity



 


		11.1	Neither Paradigm nor the Director shall be required to devote their full time and attention to the business
of the Company and may engage in any other business and/or be concerned or interested in or act as director or manager of any other company,
entity or business.



 


		11.2	The Company acknowledges that other companies and entities to which Paradigm and the Director provide
services or advice may compete either directly or indirectly with the Company. Paradigm and the Director shall not be deemed to be given
notice of, or to be under any duty to disclose to, the Company, any fact or thing which may come to the notice of Paradigm, the Director
or any of Paradigm’s Affiliates in the course of Paradigm, the Director or any such Affiliate providing similar services to other
persons in the course of Paradigm’s business in any other capacity. Notwithstanding anything contained herein to the contrary, during
the term of this Agreement, the Director may not, without the prior written consent of the Company, agree to become, or become, a member
of the board of directors of another technology-focused special purpose acquisition company (such consent not to be unreasonably withheld).



 


		12	Notices



 


		12.1	Any notice or communication required or authorised by this Agreement to be given by a party must be in
writing in English and sent by any of the methods set out in the first column of the following table to the recipient’s postal address,
or email address that appears below that table. The notice or communication is taken to be given on the date or at the time set out in
the second column.



 


	Method for giving notices	When taken to be given
	By personal delivery	On the Business Day following day of delivery
	By overnight courier service	On the third Business Day following the date of sending
	By
    email sent to the recipient’s email
    address	On the Business Day following the day on which the recipient receives the email in readable form



 






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		12.2	For the purposes of this Section the respective relevant addresses and numbers are set out in the Schedule.



 


		13	Confidentiality



 


		13.1	Paradigm and the Director shall be entitled to store all documents, materials and other information relating
to the business, financial position or interests of the Company within or outside the Cayman Islands.



 


		13.2	No party shall at any time disclose to any person, and each party shall treat as confidential, any information
relating to the business, financial position or interests of the parties which it may have obtained in connection with this Agreement,
provided however that the provisions of this clause shall not apply:



 


		(a)	to the disclosure of any information already known to the recipient;



 


		(b)	to the disclosure of any such information which is or becomes public knowledge otherwise than as a result
of the unauthorized or improper conduct of the recipient;



 


		(c)	to any extent that disclosure is required by any law or order of any court or pursuant to any direction,
request or requirement (whether or not having the force of law) of any central bank, government, suspicious transaction reporting body
or other regulatory or taxation authority (including, without limitation, the Cayman Islands Monetary Authority and the Cayman Islands
Financial Reporting Authority);



 


		(d)	to the disclosure of any information to professional advisors who receive that disclosure under a duty
of confidentiality; or



 


		(e)	to the disclosure of any information with the consent of the parties to this Agreement.



 


		13.3	The provisions of this clause 13 shall remain in full force and effect after the termination of this Agreement.



 


		14	Term and Termination



 


		14.1	The Director shall hold office in accordance with the Articles or other constituent documents. Upon removal,
resignation or retirement of the Director as a director of the Company in accordance therewith, this Agreement shall terminate with respect
to such directorship.



 


		14.2	Without limiting clause 14.1, this Agreement may be terminated:



 


		(a)	by the Company, upon not less than one calendar month’s notice to Paradigm. ln the event of such
termination by the Company, the Director will resign as a director of the Company as of the expiration of the notice period or such other
date(s) agreed by Paradigm and the Company;



 






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		(b)	by Paradigm, upon not less than one calendar month’s notice to the Company. ln the event of such
termination by Paradigm, Paradigm shall continue to provide the relevant services for a time period to be agreed with the Company but
no later than the expiration of the notice period or such other date(s) agreed by Paradigm and the Company;



 


		(c)	by any party, with immediate effect upon notice to the other parties if another party is in material breach of any of the terms of
this Agreement and:



 


		(i)	the breach is not capable of remedy; or



 


		(ii)	the breach is capable of remedy and is not remedied by the breaching party within 7 days of receipt of
a notice from another party specifying the breach and requiring its remedy.



 


		14.3	The termination of this Agreement shall be without prejudice to any rights that may have accrued hereunder
to any party hereto prior to such termination.



 


		14.4	Upon termination of this Agreement, both Paradigm and the Director shall be entitled to retain copies
of all books of account, correspondence and documents in relation to the Company which the Director has created or received in the course
of his duties as a director of the Company. ln the event that Paradigm holds any assets belonging to the Company it shall, at the expense
of the Company or its liquidator, as the case may be, deliver such assets to the Company, or as it shall direct; provided, however, that
Paradigm shall not be required to make any such delivery until paid in full for all of its fees, costs and expenses to it under this Agreement.



 


		15	Data Protection



 


		15.1	For the purposes of this clause, the terms “controller”, “personal data”, “process”
has meanings given to them in the DPL.



 


		15.2	Each party acknowledges and agrees that Paradigm may process personal data concerning: (i) the employees, directors, officers, investors
of the Company; or (ii) any other living person in connection with this Agreement (in each case, “Relevant Data”),
as described in Paradigm’s privacy Policy available on its website as the same may be amended from time to time.



 


		15.3	Each party acknowledges and agrees that in respect of any Relevant Data, the Company shall be the data
controller and Paradigm shall be a data processor for the purposes of the Applicable Data Protection Laws and the DPL.



 


		15.4	Each party shall comply (and ensure that each of its subcontractors complies) with DPL and all Applicable
Data Protection Laws in relation to its processing of any Relevant Data.



 






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		16	Waiver of Claims to Trust Account



 


		16.1	Notwithstanding anything contained herein to the contrary, Paradigm and the Director each hereby agree
that it and he do not have any right, title, interest or claim of any kind (each a Claim) in or to any monies in the trust account
established in connection with the Company’s initial public offering for the benefit of the Company and holders of shares issued
in such offering (the Trust Account), and hereby irrevocably waives any Claim it or he now have or may have in the future as a
result of, or arising out of, (i) any services provided to the Company or (ii) any negotiations, contracts or agreements with the Company,
in each case whether such Claim arises based on contract, tort, equity or any other theory of legal liability and will not seek recourse
against such Trust Account for any reason whatsoever. Accordingly, Paradigm and the Director acknowledge and agree that any payments due
under this Agreement, including any indemnification provided hereunder, will only be able to be satisfied by the Company if (i) the Company
has sufficient funds outside of the Trust Account to satisfy its obligations hereunder or (ii) the Company consummates a Business Combination.



 


		17	No Partnership



 


		17.1	Nothing in this Agreement is intended to or shall operate to create a partnership or joint venture of
any kind between the parties. The Director shall not be deemed to be an employee of the Company or entitled to employee benefits from
the Company.



 


		18	Successors and Assigns



 


		18.1	This Agreement shall enure to the benefit of, and be binding on, the parties and their respective heirs,
executors, administrators, successors and permitted assigns. No party may assign or transfer or purport to assign or transfer, any of
its rights or obligations under this Agreement without the prior consent of the other parties.



 


		19	Illegality and Severance



 


		19.1	If any provision of this Agreement is determined to be illegal, void, invalid or unenforceable under the
laws of any jurisdiction:



 


		(a)	the legality, validity and enforceability of the remainder of this Agreement shall not be affected;



 


		(b)	the legality, validity and enforceability of the whole of this Agreement in any other jurisdiction shall
not be affected;



 


		(c)	such illegal, void or unenforceable provision shall be deemed to be severable from any other provision
of this Agreement; and



 


		(d)	the parties shall negotiate in good faith to agree the terms of a mutually acceptable and satisfactory
alternative provision in place of the provision so deleted.



 


		20	Entire Agreement



 


		20.1	This Agreement sets forth the entire Agreement and understanding between the parties in respect of the
subject matter of this Agreement. No variation of this Agreement shall be effective unless signed for or on behalf of both the parties
hereto.



 






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		21	Counterparts



 


		21.1	This Agreement may be executed in one or more counterparts, each of which when executed and delivered
shall be an original and all the counterparts together shall constitute one and the same instrument.



 


		22	Waiver, forbearance and variation



 


		22.1	The rights of the parties under this Agreement shall not be prejudiced or restricted by any indulgence
or forbearance extended to another party. No waiver by any party in respect of a breach shall operate as a waiver in respect of any subsequent
breach.



 


		22.2	This Agreement shall not be varied or cancelled, unless the variation or cancellation is expressly agreed
in writing by each party.



 


		23	Governing Law and Jurisdiction



 


		23.1	This Agreement shall be governed by, and construed in accordance with, the laws of the Cayman Islands.



 


Each party irrevocably agrees to submit
to the non-exclusive jurisdiction of the courts of the Cayman Islands over any claim or matter arising under or in connection with this
Agreement.


 






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IN WITNESS WHEREOF the parties
(or their duly authorised representatives) have caused this Agreement to be duly executed as at the date first above written.


 


	Signed for and on behalf of
	 
	PARADIGM GOVERNANCE PARTNERS LIMITED
	 	 
	/s/ Geoff Ruddick	 
	Signature	 
	 	 
	Geoff Ruddick	 
	Print name	 
	 	 
	Director	 
	Title	 
	 	 
	Signed for and on behalf of
	Ahren Acquisition Corp., as the Company
	 	 
	/s/ Elliot Richmond	 
	Signature	 
	 	 
	Elliot Richmond	 
	Print name	 
	 	 
	Chief Financial Officer	 
	Title	 
	 	 
	Signed by
	Jonathan Roney, as Director
	 	 
	/s/ Jonathan Roney	 
	Signature	 



 



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SCHEDULE


 


	Company	Ahren Acquisition Corp.
	Director	Jonathan Roney
	Annual Fee	
    ·$25,000
    per annum (or pro-rata for part thereof); increasing to

     

    

    ·$40,000
    per annum (or pro-rata for part thereof) post the execution of a Letter of Intent & exclusivity with a target company

     

	Hourly Rate	US $500
	

Directors & Officers Insurance
	·As at the date hereof, the Company has directors & officers insurance in place
	Addresses for Notices	
    Ahren Acquisition Corp.

    c/o Maples Corporate

    Services Limited, PO Box 309, Ugland House, Grand Cayman,
    KY1-1104, Cayman Islands.

    Attn: Christopher Oliver

    Email: christopher.oliver@maples.com

     

    Paradigm

    Paradigm Governance Partners Limited

    Attention: General Counsel’s Office

    PO Box 677, Grand Cayman KY1-9006

    One Capital Place, 3rd Floor

    136 Shedden Rd

    Cayman Islands

    Email: generalcounsel@paradigm.ky

     

    Director

    Jonathan Roney

    c/o Paradigm Governance Partners Limited

    PO Box 677, Grand Cayman KY1-9006

    One Capital Place, 3rd Floor

    136 Shedden Rd

    Cayman Islands

    Email: jroney@paradigm.ky



 




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Exhibit A – Indemnification Agreement


 


 


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