Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT 


 


This Investment Management Trust Agreement (this “Agreement”)
is made effective as of December 14, 2021 by and between Ahren Acquisition Corp., a Cayman Islands exempted company (the “Company”),
and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s registration statement on Form S-1, File
No. 333-261334 (the “Registration Statement”) and prospectus (the “Prospectus”) for
the initial public offering (the “Offering”) of the Company’s units (the “Units”),
each of which consists of one Class A ordinary share, par value $0.0001 per share (the “Ordinary Shares”), and
one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one Ordinary Share, has been declared
effective as of the date hereof by the U.S. Securities and Exchange Commission; and


 


WHEREAS, the Company has entered into an Underwriting Agreement (the
“Underwriting Agreement”) with Citigroup Global Markets Inc., as representative (the “Representative”)
of the several underwriters (the “Underwriters”) named therein; and


 


WHEREAS, as described in the Prospectus, $280,500,000 of the gross
proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement) (or $322,575,000 if the
Underwriters’ over-allotment option is exercised in full) will be delivered to the Trustee to be deposited and held in a segregated
trust account located at all times in the United States (the “Trust Account”) for the benefit of the Company
and the holders of the Ordinary Shares included in the Units issued in the Offering as hereinafter provided (the amount to be delivered
to the Trustee (and any interest subsequently earned thereon) is referred to herein as the “Property,”
the shareholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Shareholders,”
and the Public Shareholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property
equal to $9,625,000, or $11,068,750 if the Underwriters’ over-allotment option is exercised in full, is attributable to deferred
underwriting discounts and commissions that will be payable by the Company to the Underwriters upon and concurrently with the consummation
of the Business Combination (as defined below) (the “Deferred Discount”); and


 


WHEREAS, the Company and the Trustee desire to enter into this Agreement
to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1. Agreements and Covenants of Trustee. The Trustee hereby agrees
and covenants to:


 


(a) Hold the Property in trust for the Beneficiaries in accordance
with the terms of this Agreement in the Trust Account established by the Trustee in the United States at J.P. Morgan Chase Bank, N.A.
(or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more) and at a brokerage institution selected
by the Trustee that is reasonably satisfactory to the Company;


 


(b) Manage, supervise and administer the Trust Account subject to the
terms and conditions set forth herein;


 


(c) In a timely manner, upon the written instruction of the Company,
invest and reinvest the Property solely in United States government securities within the meaning of Section 2(a)(16) of the Investment
Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the conditions of paragraphs
(d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company Act of 1940, as amended (or any successor rule),
which invest only in direct U.S. government treasury obligations, as determined by the Company, the Trustee may not invest in any other
securities or assets; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the
Company’s instructions hereunder; and while account funds are invested or uninvested, the Trustee may earn bank credits or other
consideration;


 






     


    


    

 


(d) Collect and receive, when due, all interest or other income arising
from the Property, which shall become part of the “Property,” as such term is used herein;


 


(e) Promptly notify the Company and the Representative of all communications
received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply any necessary information or documents as may be requested
by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns relating to assets held
in the Trust Account;


 


(g) Participate in any plan or proceeding for protecting or enforcing
any right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h) Render to the Company monthly written statements of the activities
of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i) Commence liquidation of the Trust Account only after and promptly
after (x) receipt of, and only in accordance with the terms of, a letter from the Company (“Termination Letter”)
in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable, signed on behalf
of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President, Secretary
or Chairman of the board of directors of the Company (the “Board”) or other authorized officer of the Company,
and, in the case of Exhibit A, acknowledged and agreed to by the Representative, and complete the liquidation of the Trust Account
and distribute the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable
and up to $100,000 of interest to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred
to therein, or (y) upon the date which is the later of (1) 18 months after the closing of the Offering and (2) such later date as may
be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles of
association if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account shall be
liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the Property in the
Trust Account, including interest earned on the funds held in the Trust Account (less taxes payable and up to $100,000 of interest to
pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date;


 


(j) Upon written request from the Company, which may be given from
time to time in a form substantially similar to that attached hereto as Exhibit C (a “Tax Payment Withdrawal Instruction”),
withdraw from the Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to
cover any tax obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property,
which amount shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company
shall forward such payment to the relevant taxing authority so long as there is no reduction in the principal amount per share initially
deposited in the Trust Account; provided, however, that to the extent there is not sufficient cash in the Trust Account
to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company in
writing to make such distribution (it being acknowledged and agreed that any such amount in excess of interest income earned on the Property
shall not be payable from the Trust Account). The written request of the Company referenced above shall constitute presumptive evidence
that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request;


 






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(k) Upon written request from the Company, which may be given from
time to time in a form substantially similar to that attached hereto as Exhibit D (a “Shareholder Redemption Withdrawal
Instruction”), the Trustee shall distribute to the Public Shareholders on behalf of the Company the amount requested by
the Company to be used to redeem Ordinary Shares from Public Shareholders properly submitted in connection with a shareholder vote to
approve an amendment to the Company’s amended and restated memorandum and articles of association (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 Ordinary Shares included in the Units sold in the Offering (the “public shares”) if the Company
has not consummated an initial Business Combination within such time as is described in the Company’s amended and restated memorandum
and articles of association or (B) with respect to any other material provisions relating to shareholders’ rights or pre- initial
Business Combination activity. The written request of the Company referenced above shall constitute presumptive evidence that the Company
is entitled to distribute said funds, and the Trustee shall have no responsibility to look beyond said request; and


 


(l) Not make any withdrawals or distributions from the Trust Account
other than pursuant to Section 1(i), (j) or (k) above.


 


2. Agreements and Covenants of the Company. The Company hereby
agrees and covenants to:


 


(a) Give all instructions to the Trustee hereunder in writing, signed
by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice
President or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j), and 1(k) hereof,
the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it,
in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions,
provided that the Company shall promptly confirm such instructions in writing;


 


(b) Subject to Section 4 hereof, hold the Trustee harmless and indemnify
the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee
in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee
involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services
of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s
gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement
of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify
the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall
have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent
of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to
settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld.
The Company may participate in such action with its own counsel;


 






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(c) Pay the Trustee the fees set forth on Schedule A hereto,
including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification
by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until it
is distributed to the Company pursuant to Sections 1(i) through 1(j) hereof. The Company shall pay the Trustee the initial
acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall not be responsible for any
other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof;


 


(d) In connection with any vote of the Company’s shareholders
regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company
and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate
of the inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding such Business Combination;


 


(e) Provide the Representative with a copy of any Termination Letter(s),
Tax Payment Withdrawal Instruction(s), Shareholder Redemption Withdrawal Instruction(s), and/or any other correspondence that is sent
to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f) Unless otherwise agreed between the Company and the Representative,
ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit
A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representative on behalf
of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person;


 


(g) Instruct the Trustee to make only those distributions that are
permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement;
and


 


(h) Within four (4) business days after the Underwriters exercise the
over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provide the Trustee with a notice in
writing of the total amount of the Deferred Discount.


 


3. Limitations of Liability. The Trustee shall have no responsibility
or liability to:


 


(a) Imply obligations, perform duties, inquire or otherwise be subject
to the provisions of any agreement or document other than this Agreement and that which is expressly set forth herein;


 


(b) Take any action with respect to the Property, other than as directed
in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct;


 


(c) Institute any proceeding for the collection of any principal and
income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of the Property unless and until
it shall have received instructions from the Company given as provided herein to do so and the Company shall have advanced or guaranteed
to it funds sufficient to pay any expenses incident thereto;


 


(d) Refund any depreciation in principal of any Property;


 


(e) Assume that the authority of any person designated by the Company
to give instructions hereunder shall not be continuing unless provided otherwise in such designation, or unless the Company shall have
delivered a written revocation of such authority to the Trustee;


 






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(f) The other parties hereto or to anyone else for any action taken
or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s best judgment, except
for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting
upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, which counsel may
be the Company’s counsel), statement, instrument, report or other paper or document (not only as to its due execution and the validity
and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained) which the Trustee
believes, in good faith and with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee
shall not be bound by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms
hereof, unless evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or
rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g) Verify the accuracy of the information contained in the Registration
Statement;


 


(h) Provide any assurance that any Business Combination entered into
by the Company or any other action taken by the Company is as contemplated by the Registration Statement;


 


(i) File information returns with respect to the Trust Account with
any local, state or federal taxing authority or provide periodic written statements to the Company documenting the taxes payable by the
Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare, execute and file tax reports, income or other tax returns
and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account, regardless of whether such tax
is payable by the Trust Account or the Company, including, but not limited to, tax obligations, except pursuant to Section 1(j)
hereof; or


 


(k) Verify calculations, qualify or otherwise approve the Company’s
written requests for distributions pursuant to Sections 1(i), 1(j), or 1(k) hereof.


 


4. Trust Account Waiver. The Trustee has no right of set-off
or any right, title, interest or claim of any kind (“Claim”) to, or to any monies in, the Trust Account, and
hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may have now or in the future. In the event the
Trustee has any Claim against the Company under this Agreement, including, without limitation, under Section 2(b) or Section
2(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets outside the Trust Account and not against
the Property or any monies in the Trust Account.


 


5. Termination. This Agreement shall terminate as follows:


 


(a) If the Trustee gives written notice to the Company that it desires
to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor trustee, pending which the Trustee
shall continue to act in accordance with this Agreement. At such time that the Company notifies the Trustee that a successor trustee has
been appointed and has agreed to become subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust
Account to the successor trustee, including but not limited to the transfer of copies of the reports and statements relating to the Trust
Account, whereupon this Agreement shall terminate; provided, however, that in the event that the Company does not locate
a successor trustee within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application
to have the Property deposited with any court in the State of New York or with the United States District Court for the Southern District
of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b) At such time that the Trustee has completed the liquidation of
the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof and distributed the Property in
accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 






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6. Miscellaneous.


 


(a) The Company and the Trustee each acknowledge that the Trustee will
follow the security procedures set forth below with respect to funds transferred from the Trust Account. The Company and the Trustee will
each restrict access to confidential information relating to such security procedures to authorized persons. Each party must notify the
other party immediately if it has reason to believe unauthorized persons may have obtained access to such confidential information, or
of any change in its authorized personnel. In executing funds transfers, the Trustee shall rely upon all information supplied to it by
the Company, including, account names, account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s
bank or intermediary bank. Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct,
the Trustee shall not be liable for any loss, liability or expense resulting from any error in the information or transmission of the
funds.


 


(b) This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of New York. This Agreement may be executed in several original or facsimile counterparts, each
one of which shall constitute an original, and together shall constitute but one instrument.


 


(c) This Agreement contains the entire agreement and understanding
of the parties hereto with respect to the subject matter hereof. Except for Section 1(i), 1(j), and 1(k) hereof (which
sections may not be modified, amended or deleted without the affirmative vote of sixty-five percent (65%) of the then-outstanding Ordinary
Shares and Class B ordinary shares, par value $0.0001 per share of the Company, voting together as a single class; provided that no such
amendment will affect any Public Shareholder who has properly elected to redeem his or her Ordinary Shares in connection with a shareholder
vote to amend this Agreement (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 its public shares if the Company does not complete its initial
Business Combination within the time frame specified in the Company’s amended and restated memorandum and articles of association
or (B) with respect to any other material provisions relating to shareholders’ rights or pre-initial Business Combination activity),
this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by a writing
signed by each of the parties hereto.


 


(d) The parties hereto consent to the jurisdiction and venue of any
state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes hereunder. AS TO ANY
CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e) Any notice, consent or request to be given in connection with any
of the terms or provisions of this Agreement shall be in writing and shall be sent by express mail or similar private courier service,
by certified mail (return receipt requested), by hand delivery or by electronic mail:


 


	if to the Trustee, to:
	
    Continental Stock Transfer & Trust Company

     

    1 State Street, 30th
    Floor

     

	New York, New York 10004
	 
	Attn: Francis Wolf & Celeste Gonzalez
	
    Email: fwolf@continentalstock.com

     

    Email: cgonzalez@continentalstock.com

     

    if to the Company, to:

     

	
    Ahren Acquisition Corp.

     

    Boundary Hall, Cricket Square

     

    Grand Cayman, KY1-1102

     

    Cayman Islands

     

    Attention: Alice Newcombe-Ellis, Chief Executive Officer

    




 






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    in each case, with copies to:

     

    White & Case LLP

     

    1221 Avenue of the Americas

     

	New York, NY 10020
	 
	Attn: 
	 
	
    Email:

     

    and

     

	
    Paul Hastings LLP

     

    515 South Flower Street, Twenty Fifth Floor

     

    Los Angeles, CA 90071

     

    Attn:

     

    Email:

     



(f) Each of the Company and the Trustee hereby represents that it has
the full right and power and has been duly authorized to enter into this Agreement and to perform its respective obligations as contemplated
hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against the Trust Account, including by way
of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.


 


(g) This Agreement is the joint product of the Trustee and the Company
and each provision hereof has been subject to the mutual consultation, negotiation and agreement of such parties and shall not be construed
for or against any party hereto.


 


(h) This Agreement may be executed in any number of counterparts, each
of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Delivery
of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof.


 


(i) Each of the Company and the Trustee hereby acknowledges and agrees
that the Representative on behalf of the Underwriters are third-party beneficiaries of this Agreement.


 


(j) Except as specified herein, no party to this Agreement may assign
its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 




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IN WITNESS WHEREOF, the parties have duly executed this Investment
Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	By:	/s/ Francis Wolf
	 	 	Name: Francis Wolf
	 	 	Title:   Vice President
	 	 
	 	AHREN ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Alice Newcombe-Ellis
	 	 	Name: Alice Newcombe-Ellis
	 	 	Title:   Chief Executive Officer


 


[Signature Page to Investment Management Trust
Agreement]


 




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SCHEDULE A 


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee	 	Initial closing of Offering by wire transfer.	 	$	3,500.00	 
	Trustee administration fee	 	Payable annually. First year fee payable, at initial closing of Offering by wire transfer, thereafter by wire transfer or check.	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Section 1	 	Billed to Company following disbursement made to Company under Section 1	 	$	250.00	 
	Paying Agent services as required pursuant to Section 1(i), 1(j) and 1(k)	 	Billed to Company upon delivery of service pursuant to Section 1(i), 1(j) and 1(k)	 	 	Prevailing rates	 











 






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EXHIBIT A 


 


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust Company


 


1 State Street, 30th Floor


 


New York, New York 10004


 


Attn: Francis Wolf & Celeste Gonzalez


 


	 	Re:	Trust Account - Termination Letter
	 	 	 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment Management Trust
Agreement between Ahren Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company
(“Trustee”), dated as of December 14, 2021 (the “Trust Agreement”), this is to advise
you that the Company has entered into an agreement with ___________ (the “Target Business”) to consummate a
business combination with Target Business (the “Business Combination”) on or about [insert date]. The
Company shall notify you at least seventy-two (72) hours in advance of the actual date (or such shorter period as you may agree) of the
consummation of the Business Combination (the “Consummation Date”). Capitalized terms used but not defined herein
shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust Agreement, the Company hereby
authorizes you to commence to liquidate all of the assets of the Trust Operating Account, and to transfer the proceeds to a segregated
account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held in the Trust Operating
Account at J.P. Morgan Chase Bank, N.A., will be immediately available for transfer to the account or accounts that the Company shall
direct on the Consummation Date (including as directed to it by the Representative on behalf of the Underwriters (with respect to the
Deferred Discount)).


 


On the Consummation Date (i) counsel for the Company shall deliver
to you written notification that the Business Combination has been consummated, or will be consummated concurrently with your transfer
of funds to the accounts as directed by the Company (the “Notification”), and (ii) the Company shall deliver
to you (a) a certificate by the Chief Executive Officer or Chief Financial Officer, which verifies that the Business Combination has been
approved by a vote of the Company’s shareholders, if a vote is held and (b) a joint written instruction signed by the Company and
the Representative with respect to the transfer of the funds held in the Trust Operating Account, including payment of amounts owed to
public shareholders who have properly exercised their redemption rights and payment of the Deferred Discount directly to the account or
accounts directed by the Representative from the Trust Account (the “Instruction Letter”). You are hereby directed
and authorized to transfer the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter,
in accordance with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated
by the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to whether
such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution of
all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations
under the Trust Agreement shall be terminated.


 






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In the event that the Business Combination is not consummated on the
Consummation Date described in the notice thereof and the Company has not notified you on or before the original Consummation Date of
a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds held in the Trust Account
shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day immediately following the Consummation Date
as set forth in such notice as soon thereafter as possible.


 


	 	Very truly yours,
	 	 
	 	Ahren Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	Agreed and acknowledged by:	 
	 	 
	Citigroup Global Markets Inc.	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 




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EXHIBIT B 


 


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust Company


 


1 State Street, 30th Floor


 


New York, New York 10004


 


Attn: Francis Wolf & Celeste Gonzalez


 


	Re:	 	Trust Account - Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the Investment Management Trust
Agreement between Ahren Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company
(the “Trustee”), dated as of December 14, 2021 (the “Trust Agreement”), this is to
advise you that the Company has been unable to effect a business combination with a Target Business (the “Business Combination”)
within the time frame specified in the Company’s Amended and Restated Memorandum and Articles of Association, as described in the
Company’s Prospectus relating to the Offering. Capitalized terms used but not defined herein shall have the meanings set forth in
the Trust Agreement.


 


In accordance with the terms of the Trust Agreement, the Company hereby
authorizes you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by
you on behalf of the Beneficiaries to await distribution to the Public Shareholders. The Company has selected __________1
as the effective date for the purpose of determining when the Public Shareholders will be entitled to receive their share of the liquidation
proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly
to the Company’s Public Shareholders in accordance with the terms of the Trust Agreement and the Amended and Restated Memorandum
and Articles of Association. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses
related to liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise
provided in Section 1(i) of the Trust Agreement.


 


	 	Very truly yours,
	 	 
	 	Ahren Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	cc:	Citigroup Global Markets Inc.	 	 


 





 



1 18 months from the closing of the Offering, or at a later
date, if extended.



 









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EXHIBIT C 


 


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust Company


 


1 State Street, 30th Floor


 


New York, New York 10004


 


Attn: Francis Wolf & Celeste Gonzalez


 


		Re:	Trust Account - Tax Payment Withdrawal Instruction



 

Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of the Investment Management Trust
Agreement between Ahren Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company
(the “Trustee”), dated as of December 14, 2021 (the “Trust Agreement”), the Company
hereby requests that you deliver to the Company $_______ of the interest income earned on the Property as of the date hereof. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay for the tax obligations as set
forth on the attached tax return or tax statement. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized
to transfer (via wire transfer) such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION] 


 


	 	Very truly yours,
	 	 
	 	Ahren Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	cc: Citigroup Global Markets Inc.	 








 






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EXHIBIT D 


 


[Letterhead of Company] 


 


[Insert date] 


 


Continental Stock Transfer & Trust Company


 


1 State Street, 30th Floor


 


New York, New York 10004


 


Attn: Francis Wolf & Celeste Gonzalez


 


	Re:	 	Trust Account - Shareholder Redemption Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k) of the Investment Management Trust
Agreement between Ahren Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company
(the “Trustee”), dated as of December 14, 2021 (the “Trust Agreement”), the Company
hereby requests that you deliver to the redeeming Public Shareholders of the Company $____ of the principal and interest income earned
on the Property as of the date hereof to a segregated account held by you on behalf of the Beneficiaries for distribution to the Public
Shareholders who have requested redemption of their Ordinary Shares. Capitalized terms used but not defined herein shall have the meanings
set forth in the Trust Agreement.


 


The Company needs such funds to pay its Public Shareholders who have
properly elected to have their Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to
the Company’s amended and restated memorandum and articles of association (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 its public Ordinary
Shares if the Company has not consummated an initial Business Combination within such time as is described in the Company’s amended
and restated memorandum and articles of association or (B) with respect to any other material provisions relating to shareholders’
rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer) such
funds promptly upon your receipt of this letter.


 


	 	Very truly yours,
	 	 
	 	Ahren Acquisition Corp.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	cc: Citigroup Global Markets Inc.	 


 


 


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