REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 17th, 2021 • Ahren Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of December 14, 2021, is made and entered into by and among Ahren Acquisition Corp., a Cayman Islands exempted company (the “Company”), AACS, a Cayman Islands limited partnership (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
AHREN ACQUISITION CORP. 27,500,000 Units UNDERWRITING AGREEMENTUnderwriting Agreement • December 17th, 2021 • Ahren Acquisition Corp. • Blank checks • New York
Ahren Acquisition Corp., a Cayman Islands exempted company (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule I hereto (the “Underwriters”), for whom you are acting as Representative (the “Representative”), an aggregate of 27,500,000 units (the “Units”) of the Company (the “Underwritten Securities”) (the “Offering”). The Company also proposes to grant to the Underwriters an option to purchase up to 4,125,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed in Schedule I other than you, the term Representative as used herein shall mean you, as the Underwriter, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used in this underwriting agreement (this “Agreement”) and not otherwise defined a
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • December 17th, 2021 • Ahren Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of December 14, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Ahren Acquistion Corp., a Cayman Islands exempted company (the “Company”), and AACS LP, a Cayman Islands limited partnership (the “Purchaser”).
INDEMNITY AGREEMENTIndemnification Agreement • August 4th, 2021 • Ahren Acquisition Corp. • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2021, by and between Ahren Acquisition Corp., a Cayman Islands exempted company (the “Company”), and [●] (“Indemnitee”).
Ahren Acquisition Corp. Boundary Hall, Cricket Square Grand Cayman, KY1-1102 Cayman IslandsUnderwriting Agreement • December 17th, 2021 • Ahren Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Ahren Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 31,625,000 of the Company’s units (including up to 4,125,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as define
Ahren Acquisition Corp.Securities Subscription Agreement • August 4th, 2021 • Ahren Acquisition Corp. • Blank checks • New York
Ahren Acquisition Corp. a Cayman Islands exempted company (the ”Company”, “we” or ”us”), is pleased to accept the offer made by AACS LP, a Cayman Islands exempted limited partnership (“Subscriber” or ”you”), to purchase 7,187,500 class B ordinary shares of the Company, of $0.0001 par value per share (the ”Shares”), up to 937,500 of which are subject to surrender and cancellation by you to the extent that the underwriters of the initial public offering (“IPO”) of the Company’s units, each comprised of one class A ordinary share and one-third of one warrant to purchase one Class A ordinary share (“Units”), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the ”Over-allotment Option”). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscriber’s agreements regarding the Shares, are as follows:
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • November 24th, 2021 • Ahren Acquisition Corp. • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of , 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • December 17th, 2021 • Ahren Acquisition Corp. • Blank checks • New York
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”).
WARRANT AGREEMENT between AHREN ACQUISITION CORP. and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • December 17th, 2021 • Ahren Acquisition Corp. • Blank checks • New York
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”).
Ahren Acquisition Corp. Boundary Hall, Cricket Square Grand Cayman, KY1-1102 Cayman IslandsUnderwriting Agreement • April 7th, 2022 • Ahren Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Ahren Acquisition Corp., a Cayman Islands exempted company (the “Company”), and Citigroup Global Markets Inc., as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 29,999,800 of the Company’s units (the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Class A Ordinary Shares”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one Class A Ordinary Share at a price of $11.50 per share, subject to adjustment as described in the Prospectus (as defined below). The Units were sold in the Public Offering pursuant to a registration statement on Fo
AHREN ACQUISITION CORP Boundary Hall, Cricket Square, Grand Cayman, KY1-1102, Cayman IslandsAdministrative Services Agreement • November 24th, 2021 • Ahren Acquisition Corp. • Blank checks
This letter agreement (this “Agreement”) by and between Ahren Acquisition Corp. (the “Company”) and AACS LP (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
AHREN ACQUISITION CORP Boundary Hall, Cricket Square Grand Cayman, KY1-1102 Cayman IslandsAdministrative Services Agreement • December 17th, 2021 • Ahren Acquisition Corp. • Blank checks • New York
This letter agreement (this “Agreement”) by and between Ahren Acquisition Corp. (the “Company”) and AACS LP (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on The Nasdaq Global Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
PARADIGM GOVERNANCE PARTNERS LIMITED EACH COMPANY LISTED IN THE SCHEDULE EACH DIRECTOR LISTED IN THE SCHEDULE DIRECTOR SERVICES AGREEMENT DIRECTOR SERVICES AGREEMENTDirector Services Agreement • April 7th, 2022 • Ahren Acquisition Corp. • Blank checks
WHEREAS the Company has requested that Paradigm provide certain services to the Company, which Paradigm has agreed to do on the terms and conditions of this Agreement,
