Exhibit
4.1


 


WARRANT
AGREEMENT


 


between


 


AHREN
ACQUISITION CORP.


 


and


 


CONTINENTAL
STOCK TRANSFER & TRUST COMPANY


 


THIS
WARRANT AGREEMENT (this “Agreement”), dated as of December 14, 2021, is by and between Ahren Acquisition
Corp., a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company,
a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein
as the “Transfer Agent”).


 


WHEREAS,
the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s equity
securities, each such unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share (“Class A
Shares”) and one-half of one redeemable Public Warrant (as defined below) (the “Public Units”)
and, in connection therewith, has determined to issue and deliver up to 13,750,000 warrants (or up to 15,812,500 warrants if the Over-allotment
Option (as defined below) is exercised in full) to public investors in the Offering (the “Public Warrants”);


 


WHEREAS,
the Company entered into that certain Private Placement Warrants Purchase Agreement with AACS LP, a Cayman Islands exempted limited partnership
(the “Sponsor”), pursuant to which the Sponsor agreed to purchase an aggregate of 14,250,000 private placement
warrants (or up to 15,900,000 private placement warrants if the Over-allotment Option is exercised in full) simultaneously with the closing
of the Offering (and the closing of the Over-allotment Option, if applicable) (the “Private Placement Warrants”),
each bearing the legend set forth in Exhibit A hereto at a purchase price of $1.00 per Private Placement Warrant;


 


WHEREAS,
the Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization
or similar business combination with one or more businesses (a “Business Combination”);


 


WHEREAS,
in order to finance the Company’s transaction costs in connection with an intended initial Business Combination, the Sponsor or
an affiliate of the Sponsor or the Company’s officers and directors (collectively, the “Initial Purchasers”)
may, but are not obligated to, loan to the Company funds as the Company may require, of which up to $2,000,000 of such loans may be convertible
into up to an additional 2,000,000 Private Placement Warrants at a price of $1.00 per Private Placement Warrants;


 


WHEREAS,
following the consummation of the Offering, the Company may issue additional warrants (the “Post-IPO Warrants,”
and, together with the Private Placement Warrants and the Public Warrants, the “Warrants”) in connection with,
or following the consummation by the Company of, a Business Combination;


 


WHEREAS,
each Warrant entitles the holder thereof to purchase one Class A Share at a price of $11.50 per share, subject to adjustment as described
herein;


 


WHEREAS,
the Company has filed with the U.S. Securities and Exchange Commission (the “Commission”) a registration statement
on Form S-1, File No. 333-261334 (the “Registration Statement”) and a prospectus (the “Prospectus”),
for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Public Units,
the Public Warrants and the Class A Shares included in the Public Units;


 


WHEREAS,
the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with
the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;


 


WHEREAS,
the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised,
and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS,
all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and
countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and
legal obligations of the Company, and to authorize the execution and delivery of this Agreement.


 






     


     

    

 


NOW,
THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


		1.	Appointment
                                            of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the
                                            Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees
                                            to perform the same in accordance with the terms and conditions set forth in this Agreement.



 


		2.	Warrants.



 


		2.1.	Form
                                            of Warrant. Each Warrant shall initially be issued in registered form only, and, if a
                                            physical certificate is issued, shall be in substantially the form of Exhibit B hereto
                                            (and shall indicate whether the Warrant is a Public Warrant, Private Placement Warrant or
                                            Post-IPO Warrant), the provisions of which are incorporated herein and shall be signed by,
                                            or bear the facsimile signature of, the Chairperson of the Company’s board of directors
                                            (the “Board”), President, Chief Executive Officer, Chief Financial
                                            Officer, Secretary or other principal officer of the Company. In the event the person whose
                                            facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity
                                            in which such person signed the Warrant before such Warrant is issued, it may be issued with
                                            the same effect as if he or she had not ceased to be such at the date of issuance. All of
                                            the Public Warrants shall initially be represented by one or more book-entry certificates
                                            (each, a “Book-Entry Warrant Certificate”).



 


		2.2.	Effect
                                            of Countersignature. If a physical certificate is issued, unless and until countersigned
                                            by the Warrant Agent pursuant to this Agreement, a certificated Warrant shall be invalid
                                            and of no effect and may not be exercised by the holder thereof.



 


		2.3.	Registration.



 


		2.3.1.	Warrant
                                            Register. The Warrant Agent shall maintain books (the “Warrant Register”)
                                            for the registration of the initial issuance of the Warrants and the registration of transfer
                                            of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant
                                            Agent shall issue and register the Warrants in the names of the respective holders thereof
                                            in such denominations and otherwise in accordance with instructions delivered to the Warrant
                                            Agent by the Company. All of the Public Warrants shall initially be represented by one or
                                            more Book-Entry Warrant Certificates deposited with The Depository Trust Company (the “Depositary”)
                                            and registered in the name of Cede & Co., a nominee of the Depositary. Ownership of beneficial
                                            interests in the Public Warrants shall be shown on, and the transfer of such ownership shall
                                            be effected through, records maintained by (i) the Depositary or its nominee for each Book-Entry
                                            Warrant Certificate, or (ii) institutions that have accounts with the Depositary (each such
                                            institution, with respect to a Warrant in its account, a “Participant”).



 


If
the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct
the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible
for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written
instructions to the Depositary to deliver to the Warrant Agent for cancellation each Book-Entry Warrant Certificate, and the Company
shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants (“Definitive
Warrant Certificate”). Such Definitive Warrant Certificate shall be in the form annexed hereto as Exhibit B, with
appropriate insertions, modifications and omissions, as provided above.


 


		2.3.2.	Registered
                                            Holder. Prior to due presentment for registration of transfer of any Warrant, the Company
                                            and the Warrant Agent may deem and treat the person in whose name such Warrant is registered
                                            in the Warrant Register (the “Registered Holder”) as the absolute
                                            owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation
                                            of ownership or other writing on a Definitive Warrant Certificate made by anyone other than
                                            the Company or the Warrant Agent), for the purpose of any exercise thereof, and for all other
                                            purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to
                                            the contrary.



 






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		2.4.	Detachability
                                            of Warrants. The Class A Shares and Public Warrants comprising the Public Units shall
                                            begin separate trading on the 52nd day following the date of the Prospectus or, if such 52nd
                                            day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in
                                            New York City are generally open for normal business (a “Business Day”),
                                            then on the immediately succeeding Business Day following such date, or earlier (the “Detachment
                                            Date”) with the consent of Citigroup Global Markets Inc., as representative
                                            of the several underwriters, but in no event shall the Class A Shares and the Public Warrants
                                            comprising the Public Units be separately traded until (A) the Company has filed a Current
                                            Report on Form 8-K with the Commission containing an audited balance sheet reflecting the
                                            receipt by the Company of the gross proceeds of the Offering, including the proceeds received
                                            by the Company from the exercise by the underwriters of their right to purchase additional
                                            Public Units in the Offering (the “Over-allotment Option”), if
                                            the Over-allotment Option is exercised prior to the filing of the Current Report on Form
                                            8-K, and (B) the Company issues a press release and files with the Commission a Current Report
                                            on Form 8-K announcing when such separate trading shall begin.



 


		2.5.	No
                                            Fractional Warrants Other Than as Part of Units. The Company shall not issue fractional
                                            Warrants other than as part of the Public Units, each of which is comprised of one Class
                                            A Share and one-half of one Public Warrant. If, upon the detachment of Public Warrants from
                                            the Public Units or otherwise, a holder of Warrants would be entitled to receive a fractional
                                            Warrant, the Company shall round down to the nearest whole number the number of Warrants
                                            to be issued to such holder.



 


		2.6.	Private
                                            Placement Warrants. The Private Placement Warrants shall be identical to the Public Warrants,
                                            except that so long as they are held by the Initial Purchasers or any of their Permitted
                                            Transferees (as defined below), as applicable, the Private Placement Warrants: (i) may be
                                            exercised for cash or on a cashless basis, pursuant to subsection 3.3.1(c) hereof;
                                            (ii) may not (including the Class A Shares issued upon exercise of the Private Placement
                                            Warrants) be transferred, assigned or sold until the date that is thirty (30) days after
                                            the completion by the Company of an initial Business Combination; (iii) shall not be redeemable
                                            by the Company pursuant to Section 6.1 hereof; (iv) shall only be redeemable by the
                                            Company pursuant to Section 6.2 if the Reference Value (as defined below) is less
                                            than $18.00 per share (subject to adjustment in compliance with Section 4 hereof);
                                            (v) use a different Black-Scholes Warrant Model for purposes of calculating the Black-Scholes
                                            Warrant Value as specified in Section 4.4; and (vi) are not subject to the cashless
                                            exercise provisions of Section 7.4.1(b); provided, however, that in the case of (ii),
                                            the Private Placement Warrants and any Class A Shares held by the Initial Purchasers or any
                                            of their Permitted Transferees, as applicable, and issued upon exercise of the Private Placement
                                            Warrants may be transferred by the holders thereof:



 


		2.6.1.	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;



 


		2.6.2.	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;



 


		2.6.3.	in
                                            the case of an individual, by virtue of the laws of descent and distribution upon death of
                                            such person;



 


		2.6.4.	in
                                            the case of an individual, pursuant to a qualified domestic relations order;



 


		2.6.5.	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 Class A Shares or Warrants were originally
                                            purchased;



 


		2.6.6.	by
                                            virtue of the laws of the Cayman Islands or the limited liability company or limited partnership
                                            agreement of the Sponsor upon dissolution of the Sponsor;



 


		2.6.7.	to
                                            the Company for no value for cancellation in connection with the consummation of an initial
                                            Business Combination;



 


		2.6.8.	in
                                            the event of the Company’s liquidation prior to the consummation of a Business Combination;
                                            and



 






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		2.6.9.	in
                                            the event that, subsequent to the consummation of an initial Business Combination, the Company
                                            completes a liquidation, merger, share exchange or other similar transaction which results
                                            in all of its shareholders having the right to exchange their Class A Shares for cash, securities
                                            or other property; provided, however, that, in the case of clauses 2.6.1 through
                                            2.6.6, these transferees (the “Permitted Transferees”) enter
                                            into a written agreement with the Company agreeing to be bound by the transfer restrictions
                                            in this Agreement and the other restrictions contained in the letter agreement, dated as
                                            of the date hereof, by and among the Company, the Sponsor and the Company’s officers
                                            and directors.



 


		2.7.	Post-IPO
                                            Warrants. The Post-IPO Warrants, when and if issued, shall have the same terms and be
                                            in the same form as the Public Warrants except as may be agreed upon by the Company.



 


		3.	Terms
                                            and Exercise of Warrants.



 


		3.1.	Warrant
                                            Price. Each Warrant shall entitle the Registered Holder thereof, subject to the provisions
                                            of such Warrant and of this Agreement, including without limitation, subsection 3.3.5,
                                            to purchase from the Company the number of Class A Shares stated therein, at the price of
                                            $11.50 per share, subject to the adjustments provided in Section 4 hereof and in the
                                            last sentence of this Section 3.1. The term “Warrant Price” as used in
                                            this Agreement shall mean the price per share (including in cash or by payment of Warrants
                                            pursuant to a “cashless exercise,” to the extent permitted hereunder) described
                                            in the prior sentence at which the Class A Shares may be purchased at the time a Warrant
                                            is exercised. The Company in its sole discretion may lower the Warrant Price at any time
                                            prior to the Expiration Date (as defined below) for a period of not less than fifteen (15)
                                            Business Days (unless otherwise required by the Commission, any national securities exchange
                                            on which the Warrants are listed or applicable law), provided, that the Company shall provide
                                            at least five (5) days’ prior written notice of such reduction to Registered Holders
                                            of the Warrants and, provided further that any such reduction shall be identical among all
                                            of the Warrants.



 


		3.2.	Duration
                                            of Warrants. A Warrant may be exercised only during the period (the “Exercise
                                            Period”) (A) commencing on the date that is thirty (30) days after the first
                                            date on which the Company completes a Business Combination, and terminating on the earliest
                                            to occur of: (x) 5:00 p.m., New York City time on the date that is five (5) years after the
                                            date on which the Company completes its initial Business Combination, (y) the liquidation
                                            of the Company, and (z) other than with respect to the Private Placement Warrants then held
                                            by the Initial Purchasers or any of their Permitted Transferees with respect to a redemption
                                            pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00
                                            per share (subject to adjustment in compliance with Section 4 hereof), Section
                                            6.2 hereof, 5:00 p.m., New York City time on the Redemption Date (as defined below) as
                                            provided in Section 6.3 hereof (the “Expiration Date”); provided,
                                            however, that the exercise of any Warrant shall be subject to the satisfaction of any applicable
                                            conditions, as set forth in subsection 3.3.2 hereof, with respect to an effective
                                            registration statement. Except with respect to the right to receive the Redemption Price
                                            (as defined below) (other than with respect to a Private Placement Warrant then held by the
                                            Initial Purchasers or any of their Permitted Transferees in connection with a redemption
                                            pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00
                                            per share (subject to adjustment in compliance with Section 4 hereof), Section
                                            6.2 hereof) in the event of a redemption (as set forth in Section 6 hereof), each
                                            outstanding Warrant (other than a Private Placement Warrant then held by the Initial Purchasers
                                            or any of their Permitted Transferees in the event of a redemption pursuant to Section
                                            6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to
                                            adjustment in in compliance with Section 4 hereof), Section 6.2 hereof) not
                                            exercised on or before the Expiration Date shall become null and void, and all rights thereunder
                                            and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York
                                            City time on the Expiration Date. The Company in its sole discretion may extend the duration
                                            of the Warrants by delaying the Expiration Date; provided, that the Company shall provide
                                            at least twenty (20) days prior written notice of any such extension to Registered Holders
                                            of the Warrants and, provided further that any such extension shall be identical in duration
                                            among all the Warrants.



 


		3.3.	Exercise
                                            of Warrants.



 


		3.3.1.	Payment.
                                            Subject to the provisions of the Warrant and this Agreement, including without limitation,
                                            subsection 3.3.5, a Warrant may be exercised by the Registered Holder thereof by delivering
                                            to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate
                                            evidencing the Warrants to be exercised, or, in the case of a Book-Entry Warrant Certificate,
                                            the Warrants to be exercised (the “Book-Entry Warrants”) on the
                                            records of the Depositary to an account of the Warrant Agent at the Depositary designated
                                            for such purposes in writing by the Warrant Agent to the Depositary from time to time, (ii)
                                            an election to purchase (“Election to Purchase”) Class A Shares
                                            pursuant to the exercise of a Warrant, properly completed and executed by the Registered
                                            Holder on the reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry
                                            Warrant Certificate, properly delivered by the Participant in accordance with the Depositary’s
                                            procedures, and (iii) payment in full of the Warrant Price for each Class A Share as to which
                                            the Warrant is exercised and any and all applicable taxes due in connection with the exercise
                                            of the Warrant, the exchange of the Warrant for the Class A Shares and the issuance of such
                                            Class A Shares, as follows:



 






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		(a)	in
                                            lawful money of the United States, in good certified check or wire payable to the Warrant
                                            Agent or by wire transfer of immediately available funds;



 


		(b)	[Reserved];



 


		(c)	with
                                            respect to any Private Placement Warrant, so long as such Private Placement Warrant is held
                                            by the Initial Purchasers or their Permitted Transferees, by surrendering the Warrants for
                                            that number of Class A Shares equal to (i) if in connection with a redemption of Private
                                            Placement Warrants pursuant to Section 6.2 hereof, as provided in Section 6.2
                                            hereof with respect to a Make-Whole Exercise (as defined below) and (ii) in all other scenarios,
                                            the quotient obtained by dividing (x) the product of the number of Class A Shares underlying
                                            the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value”
                                            (as defined in this subsection 3.3.1(c)) over the Warrant Price by (y) the Sponsor
                                            Exercise Fair Market Value. Solely for purposes of this subsection 3.3.1(c), the “Sponsor
                                            Exercise Fair Market Value” shall mean the average reported closing price of
                                            the Class A Shares for the ten (10) trading days ending on the third trading day prior to
                                            the date on which notice of exercise of the Private Placement Warrant is sent to the Warrant
                                            Agent;



 


		(d)	as
                                            provided in Section 6.2 hereof with respect to a Make-Whole Exercise; or



 


		(e)	with
                                            respect to the Public Warrants, as provided in Section 7.4 hereof.



 


		3.3.2.	Issuance
                                            of Class A Shares on Exercise. As soon as practicable after the exercise of any Warrant
                                            and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to
                                            subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant
                                            a book-entry position or certificate, as applicable, for the number of Class A Shares to
                                            which he, she or it is entitled, registered in such name or names as may be directed by him,
                                            her or it, and if such Warrant shall not have been exercised in full, a new book-entry position
                                            or countersigned Warrant, as applicable, for the number of Class A Shares as to which such
                                            Warrant shall not have been exercised. If fewer than all the Warrants evidenced by a Book-Entry
                                            Warrant Certificate are exercised, a notation shall be made to the records maintained by
                                            the Depositary, its nominee for each Book-Entry Warrant Certificate, or a Participant, as
                                            appropriate, evidencing the balance of the Warrants remaining after such exercise. Notwithstanding
                                            the foregoing, the Company shall not be obligated to deliver any Class A Shares pursuant
                                            to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise
                                            unless a registration statement under the Securities Act with respect to the Class A Shares
                                            underlying the Public Warrants is then effective and a prospectus relating thereto is current,
                                            subject to the Company’s satisfying its obligations under Section 7.4. No Warrant
                                            shall be exercisable and the Company shall not be obligated to issue Class A Shares upon
                                            exercise of a Warrant unless the Class A Shares issuable upon such Warrant exercise have
                                            been registered, qualified or deemed to be exempt from registration or qualification under
                                            the securities laws of the state of residence of the Registered Holder of the Warrants. In
                                            the event that the conditions in the two immediately preceding sentences are not satisfied
                                            with respect to a Warrant, the holder of such Warrant shall not be entitled to exercise such
                                            Warrant and such Warrant may have no value and expire worthless, in which case the purchaser
                                            of a Unit containing such Warrant shall have paid the full purchase price for the Unit solely
                                            for the Class A Shares underlying such Unit. In no event will the Company be required to
                                            net cash settle the Warrant exercise. The Company may require holders of Public Warrants
                                            to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If,
                                            by reason of any exercise of Warrants on a “cashless basis,” the holder of any
                                            Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest
                                            in an Class A Share, the Company shall round down to the nearest whole number, the number
                                            of Class A Shares to be issued to such holder.



 


		3.3.3.	Valid
                                            Issuance. All Class A Shares issued upon the proper exercise of a Warrant in conformity
                                            with this Agreement and the amended and restated memorandum and articles of association of
                                            the Company (it being noted that issuance shall occur at the time of registration in the
                                            Company’s register of members) shall be validly issued, fully paid and non-assessable.



 






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		3.3.4.	Date
                                            of Issuance. Each person in whose name any book-entry position or certificate, as applicable,
                                            for Class A Shares is issued shall for all purposes be deemed to have become the holder of
                                            record of such Class A Shares on the date on which the Warrant, or book-entry position representing
                                            such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of
                                            the date of delivery of such certificate in the case of a certificated Warrant, except that,
                                            if the date of such surrender and payment is a date when the share transfer books of the
                                            Company or book-entry system of the Warrant Agent are closed, such person shall be deemed
                                            to have become the holder of such Class A Shares at the close of business on the next succeeding
                                            date on which the share transfer books or book-entry system of the Warrant Agent are open.



 


		3.3.5.	Maximum
                                            Percentage. A holder of a Warrant may notify the Company in writing in the event it elects
                                            to be subject to the provisions contained in this subsection 3.3.5; however,
                                            no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or
                                            it makes such election. If the election is made by a holder, the Warrant Agent shall not
                                            effect the exercise of the holder’s Warrant, and such holder shall not have the right
                                            to exercise such Warrant, to the extent that after giving effect to such exercise, such person
                                            (together with such person’s affiliates), or any “group” of which Holder
                                            or its affiliates is a member, would beneficially own in excess of 4.9% or 9.8% (or such
                                            other amount as a holder may specify)(the “Maximum Percentage”)
                                            of the Class A Shares issued and outstanding immediately after giving effect to such exercise.
                                            For purposes of the foregoing sentence, the aggregate number of Class A Shares beneficially
                                            owned by such person and its affiliates, or any group of which such person and its affiliates
                                            is a member, shall include the number of Class A Shares issuable upon exercise of the Warrant
                                            with respect to which the determination of such sentence is being made, but shall exclude
                                            Class A Shares that would be issuable upon (x) exercise of the remaining, unexercised portion
                                            of the Warrant beneficially owned by such person and its affiliates, or any group of which
                                            such person or its affiliates is a member, and (y) exercise or conversion of the unexercised
                                            or unconverted portion of any other securities of the Company beneficially owned by such
                                            person and its affiliates, or any group of which such person or its affiliates is a member
                                            (including, without limitation, any convertible notes or convertible preferred shares or
                                            warrants) subject to a limitation on conversion or exercise analogous to the limitation contained
                                            herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial
                                            ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange
                                            Act of 1934, as amended (the “Exchange Act”), and the applicable
                                            regulations of the Commission. For purposes hereof, “group” has the meaning set
                                            forth in Section 13(d) of the Exchange Act and applicable regulations of the Commission,
                                            and the percentage held by Holder shall be determined in a manner consistent with the provisions
                                            of Section 13(d) of the Exchange Act. To the extent that a holder makes the election described
                                            in this subsection 3.3.5, the Warrant Agent shall not effect the exercise of the holder’s
                                            Warrant, and such holder shall not have the right to exercise such Warrant unless it provides
                                            to the Warrant Agent in its Election to Purchase, a certification that, upon after giving
                                            effect to such exercise, such person (together with such person’s affiliates) or any
                                            “group” of which Holder or its affiliates is a member, would beneficially own
                                            in excess of the Maximum Percentage of the Class A Shares issued and outstanding immediately
                                            after giving effect to such exercise as determined in accordance with this subsection
                                            3.3.5. For purposes of the Warrant, in determining the number of issued and outstanding
                                            Class A Shares, the holder may rely on the number of issued and outstanding Class A Shares
                                            as reflected in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly
                                            Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission
                                            as the case may be, (2) a more recent public announcement by the Company or (3) any other
                                            notice by the Company or the Transfer Agent setting forth the number of Class A Shares issued
                                            and outstanding. For any reason at any time, upon the written request of the holder of the
                                            Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to
                                            such holder the number of Class A Shares then outstanding. In any case, the number of issued
                                            and outstanding Class A Shares shall be determined after giving effect to the conversion
                                            or exercise of equity securities of the Company by the holder and its affiliates since the
                                            date as of which such number of issued and outstanding Class A Shares was reported. By written
                                            notice to the Company, the holder of a Warrant may from time to time increase or decrease
                                            the Maximum Percentage applicable to such holder to any other percentage specified in such
                                            notice; provided, however, that any such increase shall not be effective until the
                                            sixty-first (61st) day after such notice is delivered to the Company.



 






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		4.	Adjustments.



 


		4.1.	Share
                                            Capitalizations.



 


		4.1.1.	Sub-division.
                                            If after the date hereof, and subject to the provisions of Section 4.6 hereof, the
                                            number of issued and outstanding Class A Shares is increased by a share capitalization payable
                                            in Class A Shares, or by a sub-division of Class A Shares or other similar event, then, on
                                            the effective date of such share capitalization, sub-division or similar event, the number
                                            of Class A Shares issuable on exercise of each Warrant shall be increased in proportion to
                                            such increase in the issued and outstanding Class A Shares. A rights offering made to all
                                            or substantially all holders of the Class A Shares entitling holders to purchase Class A
                                            Shares at a price less than the “Historical Fair Market Value” (as defined below)
                                            shall be deemed a share capitalization of a number of Class A Shares equal to the product
                                            of (i) the number of Class A Shares actually sold in such rights offering (or issuable under
                                            any other equity securities sold in such rights offering that are convertible into or exercisable
                                            for Class A Shares) and (ii) one (1) minus the quotient of (x) the price per Class A Share
                                            paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes
                                            of this subsection 4.1.1, (i) if the rights offering is for securities convertible
                                            into or exercisable for Class A Shares, in determining the price payable for Class A Shares,
                                            there shall be taken into account any consideration received for such rights, as well as
                                            any additional amount payable upon exercise or conversion and (ii) “Historical
                                            Fair Market Value” means the volume weighted average price of the Class A Shares
                                            as reported during the ten (10) trading day period ending on the trading day prior to the
                                            first date on which the Class A Shares trade on the applicable exchange or in the applicable
                                            market, regular way, without the right to receive such rights. No Class A Shares shall be
                                            issued at less than their par value.



 


		4.1.2.	Extraordinary
                                            Dividends. If the Company, at any time while the Warrants are outstanding and unexpired,
                                            shall pay a dividend or make a distribution in cash, securities or other assets to all or
                                            substantially all of the holders of Class A Shares on account of such Class A Shares (or
                                            other shares of the Company’s share capital into which the Warrants are convertible),
                                            other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends
                                            (as defined below), (c) to satisfy the redemption rights of the holders of Class A Shares
                                            in connection with a proposed initial Business Combination, (d) to satisfy the redemption
                                            rights of the holders of Class A Shares in connection with a shareholder vote to amend the
                                            Company’s amended and restated memorandum and articles of association (as amended from
                                            time to time, the “Charter”) (A) to modify the substance or timing
                                            of the Company’s obligation to allow redemption in connection with the Company’s
                                            initial business combination or to redeem 100% of the Class A Shares included in the Public
                                            Units sold in the Offering (the “Public Shares”) if the
                                            Company does not complete the Business Combination within the 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 (e) in connection with the redemption of
                                            Public Shares upon the failure of the Company to complete its initial Business Combination
                                            and any subsequent distribution of its assets upon its liquidation (any such non-excluded
                                            event being referred to herein as an “Extraordinary Dividend”),
                                            then the Warrant Price shall be decreased, effective immediately after the effective date
                                            of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined
                                            by the Board, in good faith) of any securities or other assets paid on each Class A Share
                                            in respect of such Extraordinary Dividend. For purposes of this subsection 4.1.2,
                                            “Ordinary Cash Dividends” means any cash dividend or cash distribution
                                            which, when combined on a per share basis, with the per share amounts of all other cash dividends
                                            and cash distributions paid on the Class A Shares during the 365-day period ending on the
                                            date of declaration of such dividend or distribution (as adjusted to appropriately reflect
                                            any of the events referred to in other subsections of this Section 4 and excluding
                                            cash dividends or cash distributions that resulted in an adjustment to the Warrant Price
                                            or to the number of Class A Shares issuable on exercise of each Warrant) does not exceed
                                            $0.50 (being 5% of the offering price of the Public Units in the Offering).



 


		4.2.	Aggregation
                                            of Shares. If after the date hereof, and subject to the provisions of Section 4.6
                                            hereof, the number of issued and outstanding Class A Shares is decreased by a consolidation,
                                            combination, reverse share sub-division or reclassification of Class A Shares or other similar
                                            event, then, on the effective date of such consolidation, combination, reverse share sub-division,
                                            reclassification or similar event, the number of Class A Shares issuable on exercise of each
                                            Warrant shall be decreased in proportion to such decrease in the number of issued and outstanding
                                            Class A Shares.



 


		4.3.	Adjustments
                                            in Warrant Price.



 


		4.3.1.	Whenever
                                            the number of Class A Shares purchasable upon the exercise of the Warrants is adjusted, as
                                            provided in subsection 4.1.1 or Section 4.2 hereof, the Warrant Price shall
                                            be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to
                                            such adjustment by a fraction (x) the numerator of which shall be the number of Class A Shares
                                            purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y)
                                            the denominator of which shall be the number of Class A Shares so purchasable immediately
                                            thereafter.



 






    7


     

    

 


		4.3.2.	If
                                            (x) the Company issues additional Class A Shares or equity-linked securities for capital
                                            raising purposes in connection with the closing of the initial Business Combination at an
                                            issue price or effective issue price of less than $9.20 per Class A Share (with such issue
                                            price or effective issue price to be determined in good faith by the Board and, in the case
                                            of any such issuance to the initial shareholders (as defined in the Prospectus) or their
                                            affiliates, without taking into account any Class B Ordinary Shares (as defined below) held
                                            by such shareholders or their affiliates, as applicable, prior to such issuance (the “Newly
                                            Issued Price”)), (y) the aggregate gross proceeds from such issuances represent
                                            more than 60% of the total equity proceeds (including from such issuances, the Offering),
                                            and interest thereon, available for funding the initial Business Combination on the date
                                            of the consummation of the initial Business Combination (net of redemptions), and (z) the
                                            volume weighted average trading price of the Class A Shares during the 20 trading day period
                                            starting on the trading day prior to the day on which the Company consummates the Business
                                            Combination (such price, the “Market Value”) is below $9.20 per
                                            share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the
                                            higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger
                                            price described in Section 6.1 and Section 6.2 below shall be adjusted (to
                                            the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued
                                            Price and the $10.00 per share redemption trigger price described in Section 6.2 shall
                                            be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the Newly
                                            Issued Price.



 


		4.4.	Replacement
                                            of Securities upon Reorganization, etc. In case of any reclassification or reorganization
                                            of the issued and outstanding Class A Shares (other than a change covered by Sections
                                            4.1 or Section 4.2 hereof or that solely affects the par value of such Class A
                                            Shares), or in the case of any merger or consolidation of the Company with or into another
                                            entity or conversion of the Company as another entity (other than a consolidation or merger
                                            in which the Company is the continuing corporation and is not a subsidiary of another entity
                                            whose shareholders did not own all or substantially all of the Class A Shares of the Company
                                            in substantially the same proportions immediately before such transaction and that does not
                                            result in any reclassification or reorganization of the issued and outstanding Class A Shares),
                                            or in the case of any sale or conveyance to another corporation or entity of the assets or
                                            other property of the Company as an entirety or substantially as an entirety in connection
                                            with which the Company is dissolved, the holders of the Warrants shall thereafter have the
                                            right to purchase and receive, upon the basis and upon the terms and conditions specified
                                            in the Warrants and in lieu of the Class A Shares of the Company immediately theretofore
                                            purchasable and receivable upon the exercise of the rights represented thereby, the kind
                                            and amount of shares or other securities or property (including cash) receivable upon such
                                            reclassification, reorganization, merger or consolidation, or upon a dissolution following
                                            any such sale or transfer, that the holder of the Warrants would have received if such holder
                                            had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative
                                            Issuance”); provided, however, that (i) if the holders of the
                                            Class A Shares were entitled to exercise a right of election as to the kind or amount of
                                            securities, cash or other assets receivable upon such consolidation or merger, then the kind
                                            and amount of securities, cash or other assets constituting the Alternative Issuance for
                                            which each Warrant shall become exercisable shall be deemed to be the weighted average of
                                            the kind and amount received per share by the holders of the Class A Shares in such consolidation
                                            or merger that affirmatively make such election, and (ii) if a tender, exchange or redemption
                                            offer shall have been made to and accepted by the holders of the Class A Shares (other than
                                            a tender, exchange or redemption offer made by the Company in connection with redemption
                                            rights held by shareholders of the Company as provided for in the Charter or as a result
                                            of the redemption of Class A Shares by the Company if a proposed initial Business Combination
                                            is presented to the shareholders of the Company for approval) under circumstances in which,
                                            upon completion of such tender or exchange offer, the maker thereof, together with members
                                            of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act (or any successor
                                            rule)) of which such maker is a part, and together with any affiliate or associate of such
                                            maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and
                                            any members of any such group of which any such affiliate or associate is a part, own beneficially
                                            (within the meaning of Rule 13d-3 under the Exchange Act (or any successor rule)) more than
                                            65% of the issued and outstanding Class A Shares, the holder of a Warrant shall be entitled
                                            to receive as the Alternative Issuance, the highest amount of cash, securities or other property
                                            to which such holder would actually have been entitled as a shareholder if such Warrant holder
                                            had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted
                                            such offer and all of the Class A Shares held by such holder had been purchased pursuant
                                            to such tender or exchange offer, subject to adjustments (from and after the consummation
                                            of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided
                                            for in this Section 4 ; provided further that if less than seventy percent
                                            (70%) of the consideration receivable by the holders of the Class A Shares in the applicable
                                            event is payable in the form of capital stock or shares in the successor entity that is listed
                                            for trading on a national securities exchange or is quoted in an established over-the-counter
                                            market, or is to be so listed for trading or quoted immediately following such event, and
                                            if the Registered Holder properly exercises the Warrant within thirty (30) days following
                                            the public disclosure of the consummation of such applicable event by the Company pursuant
                                            to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced
                                            by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior
                                            to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no
                                            event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes
                                            Warrant Value” means the value of a Warrant immediately prior to the consummation
                                            of the applicable event based on (i) in the case of the Public Warrants, the Black-Scholes
                                            Warrant Model for a Capped American Call on Bloomberg and (ii) in the case of the Private
                                            Placement Warrants, the Black-Scholes Warrant Model for an uncapped American Call on Bloomberg.
                                            For purposes of calculating such amount, (1) Section 6 shall be taken into account,
                                            (2) the price of each Class A Share shall be the volume weighted average price of the Class
                                            A Shares as reported during the ten (10) trading day period ending on the trading day prior
                                            to the effective date of the applicable event, (3) the assumed volatility shall be the ninety
                                            (90) day volatility obtained from the HVT function on Bloomberg determined as of the trading
                                            day immediately prior to the day of the announcement of the applicable event, and (4) the
                                            assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal
                                            to the remaining term of the Warrant. “Per Share Consideration”
                                            means (i) if the consideration paid to holders of the Class A Shares consists exclusively
                                            of cash, the amount of such cash per Class A Share, and (ii) in all other cases, the volume
                                            weighted average price of the Class A Shares as reported during the ten (10) trading day
                                            period ending on the trading day prior to the effective date of the applicable event. If
                                            any reclassification or reorganization also results in a change in Class A Shares covered
                                            by subsection 4.1.1 hereof, then such adjustment shall be made pursuant to
                                            subsection 4.1.1 or Sections 4.2 or 4.3 hereof and this Section 4.4.
                                            The provisions of this Section 4.4 shall similarly apply to successive reclassifications,
                                            reorganizations, mergers or consolidations, sales or other transfers. In no event will the
                                            Warrant Price be reduced to less than the par value per share issuable upon exercise of the
                                            Warrant.



 






    8


     

    

 


		4.5.	Notices
                                            of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of Class
                                            A Shares issuable upon exercise of a Warrant, the Company shall give written notice thereof
                                            to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment
                                            and the increase or decrease, if any, in the number of Class A Shares purchasable at such
                                            price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation
                                            and the facts upon which such calculation is based; provided, however, that
                                            no adjustment to the number of Class A Shares issuable upon exercise of a Warrant shall be
                                            required until cumulative adjustments amount to one percent (1%) or more of the number of
                                            Class A Shares issuable upon exercise of a Warrant as last adjusted; provided, further,
                                            that any such adjustments that are not made are carried forward and taken into account in
                                            any subsequent adjustment. Notwithstanding the foregoing, all such carried forward adjustments
                                            shall be made (i) in connection with any subsequent adjustment that (taken together with
                                            such carried forward adjustments) would result in a change of at least one percent (1%) in
                                            the number of Class A Shares issuable upon exercise of a Warrant and (ii) on the exercise
                                            date of any Warrant. Upon the occurrence of any event specified in Sections 4.1, 4.2,
                                            4.3 or 4.4 hereof, the Company shall give written notice of the occurrence
                                            of such event to each holder of a Warrant, at the last address set forth for such holder
                                            in the Warrant Register, of the record date or the effective date of the event. Failure to
                                            give such notice, or any defect therein, shall not affect the legality or validity of such
                                            event.



 


		4.6.	No
                                            Fractional Shares. Notwithstanding any provision contained in this Agreement to the contrary,
                                            the Company shall not issue fractional Class A Shares upon the exercise of Warrants. If,
                                            by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant
                                            would be entitled, upon the exercise of such Warrant, to receive a fractional interest in
                                            a share, the Company shall, upon such exercise, round down to the nearest whole number the
                                            number of Class A Shares to be issued to such holder.



 


		4.7.	Form
                                            of Warrant. The form of Warrant need not be changed because of any adjustment pursuant
                                            to this Section 4, and Warrants issued after such adjustment may state the same Warrant
                                            Price and the same number of Class A Shares as is stated in the Warrants initially issued
                                            pursuant to this Agreement; provided, however, that the Company may at any time in
                                            its sole discretion make any change in the form of Warrant that the Company may deem appropriate
                                            and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned,
                                            whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the
                                            form as so changed.



 


		4.8.	Other
                                            Events. In case any event shall occur affecting the Company as to which none of the provisions
                                            of the preceding subsections of this Section 4 are strictly applicable, but which
                                            would require an adjustment to the terms of the Warrants in order to (i) avoid an adverse
                                            impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4,
                                            then, in each such case, the Company shall appoint a firm of independent public accountants,
                                            investment banking or other appraisal firm of recognized national standing, which shall give
                                            its opinion as to whether or not any adjustment to the rights represented by the Warrants
                                            is necessary to effectuate the intent and purpose of this Section 4 and, if they determine
                                            that an adjustment is necessary, the terms of such adjustment. The Company shall adjust the
                                            terms of the Warrants in a manner that is consistent with any adjustment recommended in such
                                            opinion.



 


		4.9.	No
                                            Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the
                                            Warrants solely as a result of an adjustment to the conversion ratio of the Company’s
                                            Class B ordinary shares (the “Class B Ordinary Shares”) into Class
                                            A Shares or the conversion of the Class B Ordinary Shares into Class A Shares, in each case,
                                            pursuant to the Charter.



 






    9


     

    

 


		5.	Transfer
                                            and Exchange of Warrants.



 


		5.1.	Registration
                                            of Transfer. The Warrant Agent shall register the transfer, from time to time, of any
                                            outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer,
                                            in the case of a certificated Warrant, properly endorsed with signatures properly guaranteed
                                            and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant
                                            representing an equal aggregate number of Warrants shall be issued and the old Warrant shall
                                            be cancelled by the Warrant Agent. In the case of certificated Warrants, the Warrants so
                                            cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.



 


		5.2.	Procedure
                                            for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, together
                                            with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue
                                            in exchange therefor one or more new Warrants as requested by the Registered Holder of the
                                            Warrants so surrendered, representing an equal aggregate number of Warrants; provided,
                                            however, that except as otherwise provided herein or in any Book-Entry Warrant Certificate
                                            or Definitive Warrant Certificate, each Book-Entry Warrant Certificate and Definitive Warrant
                                            Certificate may be transferred only in whole and only to the Depositary, to another nominee
                                            of the Depositary, to a successor depository, or to a nominee of a successor depository;
                                            provided further, however, that in the event that a Warrant surrendered for transfer
                                            bears a restrictive legend (as in the case of the Private Placement Warrants), the Warrant
                                            Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the
                                            Warrant Agent has received an opinion of counsel for the Company stating that such transfer
                                            may be made and indicating whether the new Warrants must also bear a restrictive legend.



 


		5.3.	Transfers
                                            of Fractions of Warrants. The Warrant Agent shall not be required to effect any registration
                                            of transfer or exchange of Warrants which would require the issuance of a Warrant certificate
                                            or book-entry position for a fraction of a Warrant, except as part of the Public Units.



 


		5.4.	Service
                                            Charges. No service charge shall be made for any exchange or registration of transfer
                                            of Warrants.



 


		5.5.	Warrant
                                            Execution and Countersignature. The Warrant Agent is hereby authorized to countersign
                                            and to deliver, in accordance with the terms of this Agreement, the Warrants required to
                                            be issued pursuant to the provisions of this Section 5, and the Company, whenever
                                            required by the Warrant Agent, shall supply the Warrant Agent with Warrants duly executed
                                            on behalf of the Company for such purpose.



 


		5.6.	Transfer
                                            of Warrants. Prior to the Detachment Date, the Public Warrants may be transferred or
                                            exchanged only together with the Unit in which such Warrant is included, and only for the
                                            purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore,
                                            each transfer of a Unit on the register relating to such Units shall operate also to transfer
                                            the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this
                                            Section 5.6 shall have no effect on any transfer of Warrants on and after the Detachment
                                            Date.



 


		6.	Redemption
                                            of Warrants.



 


		6.1.	Redemption
                                            of Warrants for Cash. Subject to Section 6.5 hereof, all but not less than all
                                            of the outstanding Warrants may be redeemed for cash (in whole and not in part), at the option
                                            of the Company, at any time during the Exercise Period, at the office of the Warrant Agent,
                                            upon notice to the Registered Holders of the Warrants, as described in Section 6.3
                                            hereof, at a Redemption Price (as defined below) of $0.01 per Warrant; provided that
                                            (a) the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance
                                            with Section 4 hereof) and (b) there is an effective registration statement covering
                                            the Class A Shares issuable upon exercise of the Warrants, and a current prospectus relating
                                            thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3
                                            hereof).



 






    10


     

    

 


		6.2.	Redemption
                                            of Warrants for Class A Shares. Subject to Section 6.5 hereof,
                                            not less than all of the outstanding Warrants may be redeemed (in whole and not in part),
                                            at the option of the Company, at any time during the Exercise Period, at the office of the
                                            Warrant Agent, upon notice to the Registered Holders of the Warrants, as described in Section 6.3 hereof,
                                            at a Redemption Price of $0.10 per Warrant, provided that (i) the Reference
                                            Value equals or exceeds $10.00 per share (subject to adjustment in compliance with Section 4 hereof)
                                            and (ii) if the Reference Value is less than $18.00 per share (subject to adjustment in compliance
                                            with Section 4 hereof), the Private Placement Warrants are also concurrently
                                            called for redemption on the same terms as the outstanding Public Warrants. During the 30-day Redemption
                                            Period in connection with a redemption pursuant to this Section 6.2, Registered
                                            Holders of the Warrants may elect to exercise their Warrants on a “cashless basis”
                                            pursuant to subsection 3.3.1 and receive a number of Class A Shares
                                            determined by reference to the table below, based on the Redemption Date (calculated for
                                            purposes of the table as the period to expiration of the Warrants) and the “Redemption
                                            Fair Market Value” (as such term is defined in this Section 6.2) (a
                                            “Make-Whole Exercise”). Solely for purposes of this Section 6.2,
                                            the “Redemption Fair Market Value” shall mean the volume weighted
                                            average price of the Class A Shares for the ten (10) trading days immediately following
                                            the date on which notice of redemption pursuant to this Section 6.2 is
                                            sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2,
                                            the Company shall provide the Registered Holders with the Redemption Fair Market Value no
                                            later than one (1) Business Day after the ten (10) trading day period described
                                            above ends.



 


	 	 	Redemption
    Fair Market Value of Class A Shares (period to expiration of warrants)	 
	Redemption
    Date	 	≤$10.00	 	 	$11.00	 	 	$12.00	 	 	$13.00	 	 	$14.00	 	 	$15.00	 	 	$16.00	 	 	$17.00	 	 	≥$18.00	 
	60 months	 	 	0.261	 	 	 	0.281	 	 	 	0.297	 	 	 	0.311	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	57 months	 	 	0.257	 	 	 	0.277	 	 	 	0.294	 	 	 	0.310	 	 	 	0.324	 	 	 	0.337	 	 	 	0.348	 	 	 	0.358	 	 	 	0.361	 
	54 months	 	 	0.252	 	 	 	0.272	 	 	 	0.291	 	 	 	0.307	 	 	 	0.322	 	 	 	0.335	 	 	 	0.347	 	 	 	0.357	 	 	 	0.361	 
	51 months	 	 	0.246	 	 	 	0.268	 	 	 	0.287	 	 	 	0.304	 	 	 	0.320	 	 	 	0.333	 	 	 	0.346	 	 	 	0.357	 	 	 	0.361	 
	48 months	 	 	0.241	 	 	 	0.263	 	 	 	0.283	 	 	 	0.301	 	 	 	0.317	 	 	 	0.332	 	 	 	0.344	 	 	 	0.356	 	 	 	0.361	 
	45 months	 	 	0.235	 	 	 	0.258	 	 	 	0.279	 	 	 	0.298	 	 	 	0.315	 	 	 	0.330	 	 	 	0.343	 	 	 	0.356	 	 	 	0.361	 
	42 months	 	 	0.228	 	 	 	0.252	 	 	 	0.274	 	 	 	0.294	 	 	 	0.312	 	 	 	0.328	 	 	 	0.342	 	 	 	0.355	 	 	 	0.361	 
	39 months	 	 	0.221	 	 	 	0.246	 	 	 	0.269	 	 	 	0.290	 	 	 	0.309	 	 	 	0.325	 	 	 	0.340	 	 	 	0.354	 	 	 	0.361	 
	36 months	 	 	0.213	 	 	 	0.239	 	 	 	0.263	 	 	 	0.285	 	 	 	0.305	 	 	 	0.323	 	 	 	0.339	 	 	 	0.353	 	 	 	0.361	 
	33 months	 	 	0.205	 	 	 	0.232	 	 	 	0.257	 	 	 	0.280	 	 	 	0.301	 	 	 	0.320	 	 	 	0.337	 	 	 	0.352	 	 	 	0.361	 
	30 months	 	 	0.196	 	 	 	0.224	 	 	 	0.250	 	 	 	0.274	 	 	 	0.297	 	 	 	0.316	 	 	 	0.335	 	 	 	0.351	 	 	 	0.361	 
	27 months	 	 	0.185	 	 	 	0.214	 	 	 	0.242	 	 	 	0.268	 	 	 	0.291	 	 	 	0.313	 	 	 	0.332	 	 	 	0.350	 	 	 	0.361	 
	24 months	 	 	0.173	 	 	 	0.204	 	 	 	0.233	 	 	 	0.260	 	 	 	0.285	 	 	 	0.308	 	 	 	0.329	 	 	 	0.348	 	 	 	0.361	 
	21 months	 	 	0.161	 	 	 	0.193	 	 	 	0.223	 	 	 	0.252	 	 	 	0.279	 	 	 	0.304	 	 	 	0.326	 	 	 	0.347	 	 	 	0.361	 
	18 months	 	 	0.146	 	 	 	0.179	 	 	 	0.211	 	 	 	0.242	 	 	 	0.271	 	 	 	0.298	 	 	 	0.322	 	 	 	0.345	 	 	 	0.361	 
	15 months	 	 	0.130	 	 	 	0.164	 	 	 	0.197	 	 	 	0.230	 	 	 	0.262	 	 	 	0.291	 	 	 	0.317	 	 	 	0.342	 	 	 	0.361	 
	12 months	 	 	0.111	 	 	 	0.146	 	 	 	0.181	 	 	 	0.216	 	 	 	0.250	 	 	 	0.282	 	 	 	0.312	 	 	 	0.339	 	 	 	0.361	 
	9 months	 	 	0.090	 	 	 	0.125	 	 	 	0.162	 	 	 	0.199	 	 	 	0.237	 	 	 	0.272	 	 	 	0.305	 	 	 	0.336	 	 	 	0.361	 
	6 months	 	 	0.065	 	 	 	0.099	 	 	 	0.137	 	 	 	0.178	 	 	 	0.219	 	 	 	0.259	 	 	 	0.296	 	 	 	0.331	 	 	 	0.361	 
	3 months	 	 	0.034	 	 	 	0.065	 	 	 	0.104	 	 	 	0.150	 	 	 	0.197	 	 	 	0.243	 	 	 	0.286	 	 	 	0.326	 	 	 	0.361	 
	0 months	 	 	—	 	 	 	—	 	 	 	0.042	 	 	 	0.115	 	 	 	0.179	 	 	 	0.233	 	 	 	0.281	 	 	 	0.323	 	 	 	0.361	 




 






    11


     

    

 


The
exact Redemption Fair Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair
Market Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of Class
A Shares to be issued for each Warrant exercised in a Make-Whole Exercise will be determined by a straight-line interpolation between
the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates, as
applicable, based on a 365- or 366-day year, as applicable.


 


The
share prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable
upon exercise of a Warrant or the Warrant Price is adjusted pursuant to Section 4 hereof. If the number of shares
issuable upon exercise of a Warrant is adjusted pursuant to Section 4 hereof, the adjusted share prices in the column headings
shall equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of
shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares
deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner and
at the same time as the number of shares issuable upon exercise of a Warrant. If the Warrant Price is adjusted, (a) in the case
of an adjustment pursuant to Section 4.3 hereof, the adjusted share prices in the column headings shall equal the share
prices immediately prior to such adjustment multiplied by a fraction, the numerator of which is the higher of the Market Value and the
Newly Issued Price and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to Section 4.1.2
hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment less the
decrease in the Warrant Price pursuant to such Warrant Price adjustment. In no event shall the number of shares issued in connection
with a Make-Whole Exercise exceed 0.361 Class A Shares per Warrant (subject to adjustment).


 


		6.3.	Date
                                            Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event
                                            that the Company elects to redeem all of the Warrants pursuant to Section 6.1 or Section
                                            6.2 hereof, the Company shall fix a date for the redemption (the “Redemption
                                            Date”). Notice of redemption shall be mailed by first class mail, postage prepaid,
                                            by the Company not less than thirty (30) days prior to the Redemption Date (such period,
                                            the “Redemption Period”) to the Registered Holders of the Warrants
                                            to be redeemed at their last addresses as they shall appear on the registration books. Any
                                            notice mailed in the manner herein provided shall be conclusively presumed to have been duly
                                            given whether or not the Registered Holder received such notice. As used in this Agreement,
                                            (a) “Redemption Price” shall mean the price per Warrant at which
                                            any Warrants are redeemed pursuant to Sections 6.1 or 6.2 and (b) “Reference
                                            Value” shall mean the last reported sales price of the Class A Shares for any
                                            twenty (20) trading days within the thirty (30) trading-day period ending on the third trading
                                            day prior to the date on which notice of the redemption is given.



 


		6.4.	Exercise
                                            After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless
                                            basis” in accordance with Section 6.2 of this Agreement) at any time after notice
                                            of redemption shall have been given by the Company pursuant to Section 6.3 hereof
                                            and prior to the Redemption Date. On and after the Redemption Date, the record holder of
                                            the Warrants shall have no further rights except to receive, upon surrender of the Warrants,
                                            the Redemption Price.



 


		6.5.	Exclusion
                                            of Certain Warrants. The Company agrees that (a) the redemption rights provided in Section
                                            6.1 hereof shall not apply to the Private Placement Warrants if at the time of the redemption
                                            such Private Placement Warrants continue to be held by the Initial Purchasers or any of their
                                            Permitted Transferees and (b) if the Reference Value equals or exceeds $18.00 per share (subject
                                            to adjustment in compliance with Section 4 hereof), the redemption rights provided
                                            in Section 6.2 hereof shall not apply to the Private Placement Warrants if at the
                                            time of the redemption such Private Placement Warrants continue to be held by the Initial
                                            Purchasers or any of their Permitted Transferees. However, once such Private Placement Warrants
                                            are transferred (other than to Permitted Transferees in accordance with Section 2.6
                                            hereof), the Company may redeem the Private Placement Warrants pursuant to Section 6.1
                                            or Section 6.2 hereof, provided that the criteria for redemption are met, including
                                            the opportunity of the holder of such Private Placement Warrants to exercise the Private
                                            Placement Warrants prior to redemption pursuant to Section 6.4 hereof. The Private
                                            Placement Warrants that are transferred to persons other than Permitted Transferees shall
                                            upon such transfer cease to be Private Placement Warrants and shall become Public Warrants
                                            under this Agreement.



 






    12


     

    

 


		7.	Other
                                            Provisions Relating to Rights of Holders of Warrants.



 


		7.1.	No
                                            Rights as Shareholder. A Warrant does not entitle the Registered Holder thereof to any
                                            of the rights of a shareholder of the Company, including, without limitation, the right to
                                            receive dividends, or other distributions, exercise any preemptive rights to vote or to consent
                                            or to receive notice as shareholders in respect of the meetings of shareholders or the election
                                            of directors of the Company or any other matter.



 


		7.2.	Lost,
                                            Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated,
                                            or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or otherwise
                                            as they may in their discretion impose (which shall, in the case of a mutilated Warrant,
                                            include the surrender thereof), issue a new Warrant of like denomination, tenor, and date
                                            as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute
                                            a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen,
                                            mutilated, or destroyed Warrant shall be at any time enforceable by anyone.



 


		7.3.	Reservation
                                            of Class A Shares. The Company shall at all times reserve and keep available a number
                                            of its authorized but unissued Class A Shares that shall be sufficient to permit the exercise
                                            in full of all outstanding Warrants issued pursuant to this Agreement.



 


		7.4.	Registration
                                            of Class A Shares; Cashless Exercise at Company’s Option.



 


		7.4.1.	Registration
                                            of the Class A Shares.



 


		(a)	The
                                            Company agrees that as soon as practicable, but in no event later than twenty (20) Business
                                            Days after the closing of its initial Business Combination, it shall use its commercially
                                            reasonable efforts to file with the Commission a post-effective amendment to the Registration
                                            Statement, or a new registration statement registering, under the Securities Act, the issuance
                                            of the Class A Shares issuable upon exercise of the Warrants. The Company shall use its commercially
                                            reasonable efforts to cause the same to become effective and to maintain the effectiveness
                                            of such post-effective amendment or registration statement, and a current prospectus relating
                                            thereto, until the expiration or redemption of the Warrants in accordance with the provisions
                                            of this Agreement.



 


		(b)	If
                                            any such post-effective amendment or registration statement has not been declared effective
                                            by the sixtieth (60th) Business Day following the closing of the initial Business Combination,
                                            holders of the Public Warrants shall have the right, during the period beginning on the sixty-first
                                            (61st) Business Day after the closing of the initial Business Combination and ending upon
                                            such post-effective amendment or registration statement being declared effective by the Commission,
                                            and during any other period when the Company shall fail to have maintained an effective registration
                                            statement covering the Class A Shares issuable upon exercise of the Warrants, to exercise
                                            such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance
                                            with Section 3(a)(9) of the Securities Act (or any successor rule) or another exemption)
                                            for that number of Class A Shares per Warrant equal to the lesser of (A) the quotient obtained
                                            by dividing (x) the product of the number of Class A Shares underlying the Warrants, multiplied
                                            by the excess of the “Fair Market Value” (as defined below) over the Warrant
                                            Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection
                                            7.4.1(b), “Fair Market Value” shall mean the volume weighted average price
                                            of the Class A Shares as reported during the ten (10) trading days ending on the trading
                                            day prior to the date that notice of exercise is received by the Warrant Agent from the holder
                                            of such Warrants or its securities broker or intermediary. The date that notice of “cashless
                                            exercise” is received by the Warrant Agent shall be conclusively determined by the
                                            Warrant Agent. In connection with the “cashless exercise” of a Public Warrant,
                                            the Company shall, upon request, provide the Warrant Agent with an opinion of counsel for
                                            the Company (which shall be an outside law firm with securities law experience) stating that
                                            (i) the exercise of the Warrants on a “cashless basis” in accordance with this
                                            subsection 7.4.1(b) is not required to be registered under the Securities Act and
                                            (ii) the Class A Shares issued upon such exercise shall be freely tradable under United States
                                            federal securities laws by anyone who is not an affiliate (as such term is defined in Rule
                                            144 under the Securities Act (or any successor rule)) of the Company and, accordingly, shall
                                            not be required to bear a restrictive legend.



 






    13


     

    

 


		(c)	Except
                                            as provided in subsection 7.4.2, for the avoidance of any doubt, unless and until
                                            all of the Warrants have been exercised or have expired, the Company shall continue to be
                                            obligated to comply with its registration obligations under the first three sentences of
                                            this subsection 7.4.1.



 


		7.4.2.	Cashless
                                            Exercise at Company’s Option. If the Class A Shares are at the time of any exercise
                                            of a Warrant not listed on a national securities exchange such that they satisfy the definition
                                            of “covered securities” under Section 18(b)(1) of the Securities Act (or any
                                            successor rule), the Company may, at its option, require holders of Public Warrants who exercise
                                            Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance
                                            with Section 3(a)(9) of the Securities Act (or any successor rule) as described in subsection
                                            7.4.1 and (i) in the event the Company so elects, the Company shall not be required to
                                            file or maintain in effect a registration statement for the registration, under the Securities
                                            Act, of the Class A Shares issuable upon exercise of the Warrants, notwithstanding anything
                                            in this Agreement to the contrary or (ii) if the Company does not so elect, the Company agrees
                                            to use its commercially reasonable efforts to register or qualify for sale the Class A Shares
                                            issuable upon exercise of the Public Warrants under the blue sky laws of the state of residence
                                            of the exercising Public Warrant holder to the extent an exemption is not available.



 


		8.	Concerning
                                            the Warrant Agent and Other Matters.



 


		8.1.	Payment
                                            of Taxes. The Company shall from time to time promptly pay all taxes and charges that
                                            may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery
                                            of Class A Shares upon the exercise of the Warrants, but the Company shall not be obligated
                                            to pay any transfer taxes in respect of the Warrants or such Class A Shares.



 


		8.2.	Resignation,
                                            Consolidation, or Merger of Warrant Agent.



 


		8.2.1.	Appointment
                                            of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed,
                                            may resign its duties and be discharged from all further duties and liabilities hereunder
                                            after giving sixty (60) days’ notice in writing to the Company. If the office of the
                                            Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company
                                            shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the
                                            Company shall fail to make such appointment within a period of thirty (30) days after it
                                            has been notified in writing of such resignation or incapacity by the Warrant Agent or by
                                            the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for
                                            inspection by the Company), then the holder of any Warrant may apply to the Supreme Court
                                            of the State of New York for the County of New York for the appointment of a successor Warrant
                                            Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the
                                            Company or by such court, shall be a corporation or other entity organized and existing under
                                            the laws of the State of New York, in good standing and having its principal office in the
                                            United States of America, and authorized under such laws to exercise corporate trust powers
                                            and subject to supervision or examination by federal or state authority. After appointment,
                                            any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities,
                                            duties, and obligations of its predecessor Warrant Agent with like effect as if originally
                                            named as Warrant Agent hereunder, without any further act or deed; but if for any reason
                                            it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver,
                                            at the expense of the Company, an instrument transferring to such successor Warrant Agent
                                            all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon
                                            request of any successor Warrant Agent the Company shall make, execute, acknowledge, and
                                            deliver any and all instruments in writing for more fully and effectually vesting in and
                                            confirming to such successor Warrant Agent all such authority, powers, rights, immunities,
                                            duties, and obligations.



 


		8.2.2.	Notice
                                            of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed,
                                            the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent
                                            for the Class A Shares not later than the effective date of any such appointment.



 


		8.2.3.	Merger
                                            or Consolidation of Warrant Agent. Any entity into which the Warrant Agent may be merged
                                            or with which it may be consolidated or any entity resulting from any merger or consolidation
                                            to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this
                                            Agreement without any further act.



 






    14


     

    

 


		8.3.	Fees
                                            and Expenses of Warrant Agent.



 


		8.3.1.	Remuneration.
                                            The Company agrees to pay the Warrant Agent reasonable remuneration for its services
                                            as such Warrant Agent hereunder and shall, pursuant to its obligations under this Agreement,
                                            reimburse the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably
                                            incur in the execution of its duties hereunder.



 


		8.3.2.	Further
                                            Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause
                                            to be performed, executed, acknowledged, and delivered all such further and other acts, instruments,
                                            and assurances as may reasonably be required by the Warrant Agent for the carrying out or
                                            performing of the provisions of this Agreement.



 


		8.4.	Liability
                                            of Warrant Agent.



 


		8.4.1.	Reliance
                                            on Company Statement. Whenever in the performance of its duties under this Agreement,
                                            the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved
                                            or established by the Company prior to taking or suffering any action hereunder, such fact
                                            or matter (unless other evidence in respect thereof be herein specifically prescribed) may
                                            be deemed to be conclusively proved and established by a statement signed by the Chief Executive
                                            Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary
                                            or Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent
                                            may rely upon such statement for any action taken or suffered in good faith by it pursuant
                                            to the provisions of this Agreement.



 


		8.4.2.	Indemnity.
                                            The Warrant Agent shall be liable hereunder only for its own, or its representatives’,
                                            gross negligence, willful misconduct, fraud, bad faith or material breach of this Agreement.
                                            The Company agrees to indemnify the Warrant Agent and save it harmless against any and all
                                            liabilities, including judgments, out-of-pocket costs and reasonable outside counsel fees,
                                            for anything done or omitted by the Warrant Agent or its representatives’ in the execution
                                            of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful
                                            misconduct, fraud. bad faith or material breach of this Agreement.



 


		8.4.3.	Exclusions.
                                            The Warrant Agent shall have no responsibility with respect to the validity of this Agreement
                                            or with respect to the validity or execution of any Warrant (except its countersignature
                                            thereof). The Warrant Agent shall not be responsible for any breach by the Company of any
                                            covenant or condition contained in this Agreement or in any Warrant. The Warrant Agent shall
                                            not be responsible to make any adjustments required under the provisions of Section 4
                                            hereof or responsible for the manner, method, or amount of any such adjustment or the
                                            ascertaining of the existence of facts that would require any such adjustment; nor shall
                                            it by any act hereunder be deemed to make any representation or warranty as to the authorization
                                            or reservation of any Class A Shares to be issued pursuant to this Agreement or any Warrant
                                            or as to whether any Class A Shares shall, when issued, be valid and fully paid and non-assessable.



 


		8.5.	Acceptance
                                            of Agency. The Warrant Agent hereby accepts the agency established by this Agreement
                                            and agrees to perform the same upon the terms and conditions herein set forth and among other
                                            things, shall account promptly to the Company with respect to Warrants exercised and concurrently
                                            account for, and pay to the Company, all monies received by the Warrant Agent for the purchase
                                            of Class A Shares through the exercise of the Warrants.



 


		8.6.	Waiver.
                                            The Warrant Agent has no right of set-off or any other right, title, interest or claim
                                            of any kind (“Claim”) in, or to any distribution of, the Trust
                                            Account (as defined in that certain Investment Management Trust Agreement, dated as of the
                                            date hereof, by and between the Company and the Warrant Agent as trustee thereunder) and
                                            hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim
                                            against the Trust Account for any reason whatsoever. The Warrant Agent hereby waives any
                                            and all Claims against the Trust Account and any and all rights to seek access to the Trust
                                            Account.



 






    15


     

    

 


		9.	Miscellaneous
                                            Provisions.



 


		9.1.	Successors.
                                            All the covenants and provisions of this Agreement by or for the benefit of the Company
                                            or the Warrant Agent shall bind and inure to the benefit of their respective successors and
                                            assigns.



 


		9.2.	Notices.
                                            Any notice, statement or demand authorized by this Agreement to be given or made by the
                                            Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently
                                            given when so delivered if by hand or overnight delivery or if sent by certified mail or
                                            private courier service within five (5) days after deposit of such notice, postage prepaid,
                                            addressed (until another address is filed in writing by the Company with the Warrant Agent),
                                            as follows:



 


Ahren
Acquisition Corp


 


Boundary
Hall, Cricket Square


 


Grand
Cayman, KY1-1102


 


Cayman
Islands


 


Attention:
Alice Newcombe-Ellis, Chief Executive Officer


 


Any
notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on
the Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private
courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing
by the Warrant Agent with the Company), as follows:


 


Continental
Stock Transfer & Trust Company


 


1
State Street, 30th Floor


 


New
York, NY 10004


 


Attention:
Compliance Department


 


in
each case, with copies to:


 


White
& Case LLP


 


1221
Avenue of the Americas


 


Attn:
General Counsel


 


Citigroup
Global Markets Inc.


 


388 Greenwich Street,


 


New York, New York 10013


 


Attn: General Counsel


 


and


 


Paul
Hastings LLP


 


515 South Flower Street, Twenty-Fifth Floor


 


Los Angeles, California


 


Attn: Jonathan Ko and R. William Burns


 



    16


     

    

 


		9.3.	Applicable
                                            Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement
                                            and of the Warrants shall be governed in all respects by the laws of the State of New York.
                                            The Company hereby agrees that any action, proceeding or claim against it arising out of
                                            or relating in any way to this Agreement shall be brought and enforced in the courts of the
                                            State of New York or the United States District Court for the Southern District of New York,
                                            and irrevocably submits to such jurisdiction, which jurisdiction shall be the exclusive forum
                                            for any such action, proceeding or claim. The Company hereby waives any objection to such
                                            exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding
                                            the foregoing, the provisions of this paragraph will not apply to suits brought to enforce
                                            any liability or duty created by the Exchange Act or any other claim for which the federal
                                            district courts of the United States of America are the sole and exclusive forum. Any person
                                            or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed
                                            to have notice of and to have consented to the forum provisions in this Section 9.3.
                                            If any action, the subject matter of which is within the scope of the forum provisions above,
                                            is filed in a court other than a court located within the State of New York or the United
                                            States District Court for the Southern District of New York (a “foreign action”)
                                            in the name of any Warrant holder, such Warrant holder shall be deemed to have consented
                                            to: (x) the personal jurisdiction of the state and federal courts located within the State
                                            of New York or the United States District Court for the Southern District of New York in
                                            connection with any action brought in any such court to enforce the forum provisions (an
                                            “enforcement action”), and (y) having service of process made upon
                                            such Warrant holder in any such enforcement action by service upon such warrant holder’s
                                            counsel in the foreign action as agent for such warrant holder.



 


		9.4.	Persons
                                            Having Rights under this Agreement. Nothing in this Agreement shall be construed to confer
                                            upon, or give to, any person, corporation or other entity other than the parties hereto and
                                            the Registered Holders of the Warrants any right, remedy, or claim under or by reason of
                                            this Agreement or of any covenant, condition, stipulation, promise, or agreement hereof.
                                            All covenants, conditions, stipulations, promises, and agreements contained in this Agreement
                                            shall be for the sole and exclusive benefit of the parties hereto and their successors and
                                            assigns and of the Registered Holders of the Warrants.



 


		9.5.	Examination
                                            of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable
                                            times at the office of the Warrant Agent in the United States of America, for inspection
                                            by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to
                                            submit such holder’s Warrant for inspection by the Warrant Agent.



 


		9.6.	Counterparts;
                                            Electronic Signatures. This 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. A signature
                                            to this Agreement transmitted electronically shall have the same authority, effect and enforceability
                                            as an original signature.



 


		9.7.	Effect
                                            of Headings. The section headings herein are for convenience only and are not part of
                                            this Agreement and shall not affect the interpretation thereof.



 


		9.8.	Amendments.
                                            This Agreement may be amended by the parties hereto without the consent of any Registered
                                            Holder (i) for the purpose of (x) curing any ambiguity, or curing, correcting or supplementing
                                            any defective provision contained herein, including to conform the provisions hereof to the
                                            description of the terms of the Warrants and this Agreement set forth in the Prospectus,
                                            (y) adjusting the definition of “Ordinary Cash Dividend” as contemplated by and
                                            in accordance with the second sentence of subsection 4.1.2 or (z) adding or changing
                                            any other provisions with respect to matters or questions arising under this Agreement as
                                            the parties may deem necessary or desirable and that the parties deem shall not adversely
                                            affect the interest of the Registered Holders, and (ii) to provide for the delivery of an
                                            Alternative Issuance pursuant to Section 4.4. All other modifications or amendments,
                                            including any modification or amendment to increase the Warrant Price or shorten the Exercise
                                            Period shall require the vote or written consent of the Registered Holders of 50% of the
                                            number of the then outstanding Public Warrants and, (i) solely with respect to any amendment
                                            to the terms of the Private Placement Warrants or any provision of this Agreement with respect
                                            to the Private Placement Warrants, fifty percent (50%) of the number of then outstanding
                                            Private Placement Warrants and (ii) solely with respect to any amendment to the terms of
                                            the Post-IPO Warrants or any provision of this Agreement with respect to the Post-IPO Warrants,
                                            fifty percent (50%) of the then outstanding Post-IPO Warrants. Notwithstanding the foregoing,
                                            the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant
                                            to Sections 3.1 and 3.2 hereof, respectively, without the consent of
                                            the Registered Holders.



 


		9.9.	Severability.
                                            This 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 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
                                            Agreement a provision as similar in terms to such invalid or unenforceable provision as may
                                            be possible and be valid and enforceable.



 


[Signature
Page Follows]


 




    17


     

    

 


IN WITNESS
WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.


 


	 	AHREN ACQUISITION CORP.
	 	 
	 	By:	/s/ Alice Newcombe-Ellis
	 	Name:	Alice Newcombe-Ellis
	 	Title:	Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST
    COMPANY, as Warrant Agent
	 	 	 
	 	By:	/s/ Ana Gois
	 	Name:	Ana Gois
	 	Title:	Vice President



 




    18


     

    

 


EXHIBIT
A 


 


PRIVATE
PLACEMENT WARRANTS LEGEND 


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED,
AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS
ON TRANSFER DESCRIBED IN THE AGREEMENTS BY AND AMONG AHREN ACQUISITION CORP. (THE “COMPANY”), AACS LP AND THE OTHER SIGNATORIES
THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER
THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED
TO HEREIN) EXCEPT TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY
TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.


 


SECURITIES
EVIDENCED BY THIS CERTIFICATE AND ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION
RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.


 




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EXHIBIT
B 


 


[Form
of Warrant Certificate]


 


[FACE]


 


Number


 


Warrants



 


THIS
WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO 


 


THE
EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE 


 


WARRANT
AGREEMENT DESCRIBED BELOW 


 


AHREN
ACQUISITION CORP. 


 


Incorporated
Under the Laws of the Cayman Islands 


 


CUSIP
G01322125


 


Warrant
Certificate 


 


This
Warrant Certificate certifies that , or registered assigns, is the registered holder of warrant(s) evidenced hereby (the “Warrants”
and each, a “Warrant”) to purchase Class A Ordinary Shares, $0.0001 par value per share (the “Ordinary
Shares”), of Ahren Acquisition Corp., a Cayman Islands exempted company (the “Company”). Each whole Warrant
entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company
that number of fully paid and non-assessable Ordinary Shares as set forth below, at the exercise price (the “Warrant Price”)
as determined pursuant to the Warrant Agreement, payable in lawful money of the United States of America upon surrender of this Warrant
Certificate and payment of the Warrant Price (or through “cashless exercise” as provided for in the Warrant Agreement) at
the office or agency of the Warrant Agent referred to below, subject to the conditions set forth herein and in the Warrant Agreement.
The Warrants evidenced by this Warrant Certificate are [Public][Private Placement][Post-IPO] Warrants. Defined terms used in this Warrant
Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.


 


Each
whole Warrant is initially exercisable for one fully paid and non-assessable Ordinary Share. No fractional shares will be issued upon
exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary
Share, the Company will, upon exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to the Warrant
holder. The number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain
events set forth in the Warrant Agreement.


 


The
initial Warrant Price per Ordinary Share for any Warrant is equal to $11.50 per share. The Warrant Price is subject to adjustment upon
the occurrence of certain events set forth in the Warrant Agreement.


 


Subject
to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period and to the extent
not exercised by the end of such Exercise Period, such Warrants shall become null and void. The Warrants may be redeemed, subject to
certain conditions, as set forth in the Warrant Agreement.


 


Reference
is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such further provisions shall
for all purposes have the same effect as though fully set forth at this place.


 


This
Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.


 


This
Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York.


 






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	 	AHREN ACQUISITION CORP.
	 	 
	 	By:	                      
	 	Name:	 
	 	Title:	 
	 	 	 
	 	CONTINENTAL STOCK TRANSFER & TRUST
    COMPANY as Warrant Agent
	 	 	 
	 	By:	 
	 	Name:	 
	 	Title:	 



 






    21


     

    

 




[Form
of Warrant Certificate]


 


[Reverse]


 


The
Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive
Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of December 14, 2021 (the “Warrant
Agreement”), duly executed and delivered by the Company to Continental Stock Transfer & Trust Company, a New York corporation,
as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a
part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and immunities
thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning
the Registered Holders or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder
hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings
given to them in the Warrant Agreement.


 


Warrants
may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants evidenced by this
Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of election to purchase set forth hereon
properly completed and executed, together with payment of the Warrant Price as specified in the Warrant Agreement (or through “cashless
exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event
that upon any exercise of Warrants evidenced hereby the number of Warrants exercised shall be less than the total number of Warrants
evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number
of Warrants not exercised.


 


Notwithstanding
anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a
registration statement covering the Ordinary Shares to be issued upon exercise is effective under the Securities Act of 1933, as amended,
and (ii) a prospectus thereunder relating to the Ordinary Shares is current, except through “cashless exercise” as provided
for in the Warrant Agreement. In addition, and notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, to
the extent that the holder of a Warrant has delivered a notice contemplated by subsection 3.3.5 of the Warrant Agreement, neither
the Company nor the Warrant Agent shall issue to Holder, and Holder may not acquire, any right it might have to acquire, a number of
Ordinary Shares upon exercise of any Warrant to the extent that, upon such exercise, the number of Ordinary Shares then beneficially
owned by Holder would exceed the Maximum Percentage of Ordinary Shares issued and outstanding immediately after giving effect to such
exercise as determined in accordance with subsection 3.3.5 of the Warrant Agreement.


 


The
Warrant Agreement provides that upon the occurrence of certain events the number of Ordinary Shares issuable upon the exercise of the
Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof
would be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest
whole number of Ordinary Shares to be issued to the holder of the Warrant.


 


Warrant
Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder thereof in person
or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided
in the Warrant Agreement, but without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like
tenor evidencing in the aggregate a like number of Warrants.


 


Upon
due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent, a new Warrant Certificate
or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s)
in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without charge except for any
tax or other governmental charge imposed in connection therewith.


 


The
Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant Certificate
(notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution
to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to
the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.


 






    22


     

    

 




Election
to Purchase


 


(To
Be Executed Upon Exercise of Warrant)


 


The
undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive Ordinary Shares and
herewith tenders payment for such Ordinary Shares to the order of Ahren Acquisition Corp. (the “Company”) in the amount
of $ in accordance with the terms hereof. The undersigned requests that a certificate for such Ordinary Shares be registered in the name
of , whose address is , and that such Ordinary Shares be delivered to , whose address is . If said number of Ordinary Shares is less
than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining
balance of such Ordinary Shares be registered in the name of , whose address is and that such Warrant Certificate be delivered to , whose
address is .


 


In
the event that the Warrant has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and
a holder thereof elects to exercise its Warrant pursuant to a Make-Whole Exercise, the number of Ordinary Shares that this Warrant is
exercisable for shall be determined in accordance with subsection 3.3.1(c) or Section 6.2 of the Warrant Agreement, as
applicable.


 


In
the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection
3.3.1(c) of the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance
with subsection 3.3.1(c) of the Warrant Agreement, as applicable.


 


In
the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement,
the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant
Agreement.


 


In
the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number
of Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement
which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned hereby irrevocably elects
to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to
receive Ordinary Shares. If said number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder (after giving
effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such
Ordinary Shares be registered in the name of , whose address is and that such Warrant Certificate be delivered to , whose address is
..


 


[To
be included in any Election to Purchase of a holder who has provided the notice set forth in subsection 3.3.5 of the Warrant Agreement.


 


By
signing this Election to Purchase, the undersigned hereby certifies that after giving effect to such exercise, the undersigned (together
with such person’s affiliates) or any “group” of which holder or its affiliates is a member, would not beneficially
own in excess of the Maximum Percentage of the Ordinary Shares issued and outstanding immediately after giving effect to such exercise
as determined in accordance with subsection 3.3.5 of the Warrant Agreement.]


 


[Signature
Page Follows]


 






    23


     

    

 


	Date: ,	 	 
	 	 	 
	 	 	(Signature)
	 	 	 
	 	 	(Address)
	 	 	
	 	 	(Tax Identification Number)


 


	Signature Guaranteed:	 	 
	 	 	 


 


THE
SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT
UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO SEC RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE
ACT OF 1934, AS AMENDED (OR ANY SUCCESSOR RULE)).


 


 


24