Exhibit
10.5


 


AHREN
ACQUISITION CORP


Boundary
Hall, Cricket Square


Grand
Cayman, KY1-1102


Cayman
Islands


 


December
14, 2021


 


AACS
LP


Ahren
Acquisition Corp.


Boundary
Hall, Cricket Square


Grand
Cayman, KY1-1102


Cayman
Islands


 


		Re:	Administrative
Services Agreement



 


Ladies
and Gentlemen:


 


This
letter agreement (this “Agreement”) by and between Ahren Acquisition Corp. (the “Company”)
and AACS LP (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the
date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant
to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration
Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the
Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the
“Termination Date”):


 


1.
The Sponsor shall make available, or cause to be made available, to the Company, at Boundary Hall, Cricket Square, Grand Cayman, KY1-1102,
Cayman Islands (or any successor location), office space, utilities and secretarial and administrative services provided to members of
the management team of the Company as may be reasonably required by the Company. In exchange therefor, the Company shall pay the Sponsor
$10,000 per month on the Listing Date and continuing monthly thereafter until the Termination Date; and


 


2.
The Sponsor hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of, or
arising out of, this Agreement (each, a “Claim”) in or to, and any and all right to seek payment of any amounts
due to it out of, the trust account established for the benefit of the public shareholders of the Company and into which substantially
all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”),
and hereby irrevocably waives any Claim it may have in the future as a result of, or arising out of, this Agreement, which Claim would
reduce, encumber or otherwise adversely affect the Trust Account or any monies or other assets in the Trust Account, and further agrees
not to seek recourse, reimbursement, payment or satisfaction of any Claim against the Trust Account or any monies or other assets in
the Trust Account for any reason whatsoever.


 


This
Agreement constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter 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
Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by the parties
hereto.


 


No
party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval
of the other party. 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
Agreement shall be governed by and construed in accordance with the laws of the State of New York for agreements made and to be wholly
performed within such state, without regards to the conflicts of laws principles thereof.


 


[Signature
Page Follows]


 






     


    


    










 


	 	Very truly yours,
	 	 	 
	 	AHREN ACQUISITION CORP.
	 	 	 
	 	By:	/s/
    Alice Newcombe-Ellis
	 	 	Name: 	Alice Newcombe-Ellis
	 	 	Title: 	Director



 





	AGREED AND ACCEPTED BY:	 
	 	 	 
	AACS LP	 
	 	 	 
	By AACS GP, its general partner	 
	 	 	 
	By:	/s/ Alice
    Newcombe-Ellis	 
	Name: 	Alice Newcombe-Ellis	 
	Title:	Director	 


 


[Signature
Page to Administrative Services Agreement]