Exhibit
10.1


 


December
14, 2021


 


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 up to 31,625,000 of the Company’s
units (including up to 4,125,000 units that may be purchased to cover over-allotments, if any) (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 will be 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 the Company has applied to have the Units listed on The Nasdaq Global Market. Certain capitalized terms used herein are defined in
paragraph 11 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering and
for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of AACS LP (the “Sponsor”)
and the undersigned individuals, each of whom is a member of the Company’s board of directors and/or management team (each of the
undersigned individuals, an “Insider” and collectively, the “Insiders”), hereby agrees
with the Company as follows:


 


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



 


		2.	The
                                            Sponsor and each Insider 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 Sponsor
                                            and each Insider 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 Sponsor and each Insider 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
Sponsor and each Insider acknowledges that it, he or she 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 it, him or her. The Sponsor and each Insider hereby further waives, with respect to any Ordinary Shares held by it, him or her,
if any, any redemption rights it, he or she 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 Sponsor, the Insiders and their respective affiliates shall be entitled to redemption and liquidation rights with respect
to any Offering Shares it or 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 effective date of the Underwriting Agreement and ending 180
                                            days after such date, the Sponsor and each Insider 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 it, him or her, (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 it, him or her, 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 7(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.	In
                                            the event of the liquidation of the Trust Account upon the failure of the Company to consummate
                                            its initial Business Combination within the time period set forth in the Charter, the Sponsor
                                            (the “Indemnitor”) agrees to indemnify and hold harmless the Company
                                            against any and all loss, liability, claim, damage and expense whatsoever (including, but
                                            not limited to, any and all legal or other expenses reasonably incurred in investigating,
                                            preparing or defending against any litigation, whether pending or threatened) to which the
                                            Company may become subject as a result of any claim by (i) any third party for services rendered
                                            or products sold to the Company or (ii) any prospective target business with which the Company
                                            has entered into a written letter of intent, confidentiality or other similar agreement or
                                            Business Combination agreement (a “Target”); provided, however,
                                            that such indemnification of the Company by the Indemnitor (x) shall apply only to the extent
                                            necessary to ensure that such claims by a third party or a Target do not reduce the amount
                                            of funds in the Trust Account to below the lesser of (i) $10.20 per Offering Share and (ii)
                                            the actual amount per Offering Share held in the Trust Account as of the date of the liquidation
                                            of the Trust Account, if less than $10.20 per Offering Share is then held in the Trust Account
                                            due to reductions in the value of the trust assets, less taxes payable, (y) shall not apply
                                            to any claims by a third party or a Target which executed a waiver of any and all rights
                                            to the monies held in the Trust Account (whether or not such waiver is enforceable) and (z)
                                            shall not apply to any claims under the Company’s indemnity of the Underwriters against
                                            certain liabilities, including liabilities under the Securities Act of 1933, as amended.
                                            The Indemnitor shall have the right to defend against any such claim with counsel of its
                                            choice reasonably satisfactory to the Company if, within 15 days following written receipt
                                            of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing
                                            that it shall undertake such defense.



 






    2


    


    

 


		5.	To
                                            the extent that the Underwriters do not exercise their over-allotment option to purchase
                                            up to an additional 4,125,000 Units within 45 days from the date of the Prospectus (and as
                                            further described in the Prospectus), the Sponsor agrees to forfeit, at no cost, a number
                                            of Founder Shares equal to 1,031,250 multiplied by a fraction, (i) the numerator of which
                                            is 4,125,000 minus the number of Units purchased by the Underwriters upon the exercise of
                                            their over-allotment option, and (ii) the denominator of which is 4,125,000. The forfeiture
                                            will be adjusted to the extent that the over-allotment option is not exercised in full by
                                            the Underwriters so that the Founder Shares will represent an aggregate of 20.0% of the Company’s
                                            issued and outstanding Class A Ordinary Shares after the Public Offering (on an as-converted
                                            basis not including Class A Ordinary Shares underlying the Private Placement Warrants (as
                                            defined below)). The Initial Shareholders further agree that to the extent that the size
                                            of the Public Offering is increased or decreased, the Company will purchase or sell Units
                                            or effect a share repurchase or share capitalization, as applicable, immediately prior to
                                            the consummation of the Public Offering in such amount as to maintain the ownership of the
                                            Initial Shareholders prior to the Public Offering at 20.0% of its issued and outstanding
                                            Capital Shares upon the consummation of the Public Offering. In connection with such increase
                                            or decrease in the size of the Public Offering, then (A) the references to 4,125,000 in the
                                            numerator and denominator of the formula in the first sentence of this paragraph shall be
                                            changed to a number equal to 15% of the number of Public Shares included in the Units issued
                                            in the Public Offering and (B) the reference to 1,031,250 in the formula set forth in the
                                            first sentence of this paragraph shall be adjusted to such number of Founder Shares that
                                            the Sponsor would have to surrender to the Company in order for the Initial Shareholders
                                            to hold an aggregate of 20.0% of the Company’s issued and outstanding Class A Ordinary
                                            Shares after the Public Offering (on an as converted basis not including Class A Ordinary
                                            Shares underlying the Warrants or Private Placement Warrants).



 


		6.	The
                                            Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the
                                            Company would be irreparably injured in the event of a breach by such Sponsor or an Insider
                                            of its, his or her obligations under paragraphs 1, 2, 3, 4, 5, 7(a), 7(b), and 9 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.



 


		7.	(a) 	The Sponsor and each Insider agrees that it, he or she 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
                                            Sponsor and each Insider agrees that it, he or she 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”).



 






    3


    


    

 


		(c)	Notwithstanding
                                            the provisions set forth in paragraphs 7(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 Sponsor, any Insider or any of their permitted transferees (that have
                                            complied with this paragraph 7(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).



 


		(d)	The
                                            Sponsor and each Insider represents and warrants that it, he or she 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. Each Insider’s
                                            biographical information furnished to the Company (including any such information included
                                            in the Prospectus) is true and accurate in all respects and does not omit any material information
                                            with respect to the Insider’s background. The Sponsor and each Insider’s questionnaire
                                            furnished to the Company is true and accurate in all respects. The Sponsor and each Insider
                                            represents and warrants that: it, he or she 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; it,
                                            he or she 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 it, he or she is not currently a defendant
                                            in any such criminal proceeding.



 


		(e)	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.



 






    4


    


    

 


		(f)	The
                                            Sponsor and each Insider has full right and power, without violating any agreement to which
                                            it 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, as applicable,
                                            to serve as an officer and/or director on the board of directors of the Company and hereby
                                            consents to being named in the Prospectus as an officer and/or director of the Company.



 


		(g)	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 7,906,250 Class
                                            B Ordinary Shares issued and outstanding (up to 1,031,250 of which are subject to complete
                                            or partial forfeiture if the over-allotment option is not exercised by the Underwriters);
                                            (iv) “Initial Shareholders” shall mean the Sponsor and any Insider that holds
                                            Founder Shares; (v) “Private Placement Warrants” shall mean the 14,250,000 warrants
                                            (or 15,900,000 warrants if the over-allotment option is exercised in full) that the Sponsor
                                            has agreed to purchase for an aggregate purchase price of $14,250,000 (or $15,900,000 if
                                            the over-allotment option is exercised in full), or $1.00 per warrant, in a private placement
                                            that shall occur simultaneously with the consummation of the Public Offering; (vi) “Public
                                            Shareholders” shall mean the holders of securities issued in the Public Offering; (vii)
                                            “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 (viii) “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).



 


		(h)	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.



 


		(i)	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.



 


		(j)	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 Sponsor and each Insider and their respective successors, heirs and
                                            assigns and permitted transferees.



 


		(k)	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.



 






    5


    


    

 


		(l)	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.



 


		(m)	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.



 


		(n)	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.



 


		(o)	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.



 


		(p)	This
                                            Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods
                                            or (ii) the liquidation of the Company; provided, however, that this Letter Agreement shall
                                            earlier terminate in the event that the Public Offering is not consummated and closed by
                                            December 31, 2021; provided further that paragraph 4 of this Letter Agreement shall survive
                                            such liquidation.



 


[Signature
Page Follows]





 






    6


    


    




 





	 	Sincerely,
	 	 
	 	AACS LP
	 	 
	 	By AACS GP, its general partner
	 	 
	 	/s/ Alice Newcombe-Ellis
	 	By: 	Alice Newcombe-Ellis
	 	Title: 	Director
	 	 
	 	/s/ Alice Newcombe-Ellis
	 	Name:	 Alice Newcombe-Ellis
	 	 
	 	/s/ Elliot Richmond
	 	Name:	 Elliot Richmond
	 	 
	 	/s/ Sir Shankar Balasubramanian
	 	Name: 	Sir Shankar Balasubramanian
	 	 
	 	/s/ Jeremy Darroch
	 	Name:	 Jeremy Darroch
	 	 
	 	/s/ Kathleen Hughes
	 	Name:	 Kathleen Hughes
	 	 
	 	/s/ Uwe Krüger
	 	Name: 	Uwe Krüger
	 	 
	 	/s/ Donald McLellan
	 	Name:	 Donald McLellan
	 	 
	 	BDTCP INVESTMENTS 2018, LLC
	 	 
	 	/s/ Cindy Michel
	 	By: 	Cindy Michel
	 	Title: 	Vice President


 


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



 


[Signature Page to Letter Agreement]


 


 


7