INDEMNITY AGREEMENTIndemnity Agreement • January 11th, 2021 • OCA Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between OCA Acquisition Corp., a Delaware corporation (the “Company”), and (“Indemnitee”).
WARRANT AGREEMENTWarrant Agreement • January 21st, 2021 • OCA Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 14, 2021, is by and between OCA Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 21st, 2021 • OCA Acquisition Corp. • Blank checks • New York
Pursuant to Section 1(k) of the Investment Management Trust Agreement between OCA Acquisition Corp. (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of January 14, 2021 (the “Trust Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders 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 Stockholders who have requested redemption of their shares of Common Stock. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.
OCA Acquisition Corp. New York, NY 10022OCA Acquisition Corp. • December 23rd, 2020 • Blank checks • New York
This agreement (the “Agreement”) is entered into on July 28, 2020 by and between OCA Acquisition Holdings LLC, a Delaware limited liability company (the “Subscriber” or “you”), and OCA Acquisition Corp., a Delaware corporation (the “Company,” “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 5,031,250 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 656,250 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENTRegistration and Stockholder Rights Agreement • January 21st, 2021 • OCA Acquisition Corp. • Blank checks • New York
THIS REGISTRATION AND STOCKHOLDER RIGHTS AGREEMENT (this “Agreement”), dated as of January 14, 2021, is made and entered into by and among OCA Acquisition Corp., a Delaware corporation (the “Company”), OCA Acquisition Holdings LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor, members of the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a “Holder” and collectively the “Holders”).
13,000,000 Units Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant Underwriting Agreement January 14, 2021Underwriting Agreement • January 21st, 2021 • OCA Acquisition Corp. • Blank checks • New York
WARRANT PURCHASE AGREEMENTWarrant Purchase Agreement • January 21st, 2021 • OCA Acquisition Corp. • Blank checks • New York
THIS WARRANT PURCHASE AGREEMENT (as it may from time to time be amended, this “Agreement”), dated as of January 14, 2021, is entered into by and among OCA Acquistion Corp., a Delaware corporation (the “Company”), and OCA Acquisition Holdings LLC, a Delaware limited liability company (the “Purchaser”).
OCA Acquisition Corp. New York, New York 10105 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • January 21st, 2021 • OCA Acquisition Corp. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among OCA Acquisition Corp., a Delaware corporation (the “Company”), and Stifel, Nicolaus & Company, Incorporated and Nomura Securities International, Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 14,950,000 of the Company’s units (including up to 1,950,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Uni
SUBSCRIPTION AGREEMENTSubscription Agreement • December 22nd, 2023 • OCA Acquisition Corp. • Blank checks
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and among OCA Acquisition Corp., a Delaware corporation (“OCA”) and the undersigned investor (the “Investor”) in connection with the Business Combination Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among OCA, Powermers Smart Industries, Inc., a Delaware corporation (the “Company”) and POWR Merger Sub, LLC, a Delaware limited liability company and prior to the Closing Date, a wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which, among other things, on the Closing Date, Merger Sub will merge with and into OCA, with OCA being the surviving company of such merger (the “Merger”) and wholly owned subsidiary of the Company, and each issued and outstanding share of OCA Common Stock (as defined below) will be automatically cancelled,
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • December 22nd, 2023 • OCA Acquisition Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of December 21, 2023, is made by and among OCA Acquisition Holdings, LLC, a Delaware limited liability company (the “Sponsor”), Powermers Smart Industries, Inc., a Delaware corporation (the “Company”), OCA Acquisition Corp., a Delaware corporation ( “Acquiror”), Antara Total Return SPAC Master Fund LP (the “Investor” and together with the Sponsor, the “Sponsor Parties”) and the undersigned individuals (together with the Sponsor, the “Insiders”). The Sponsor, the Company, Acquiror, the Investor and the Insiders shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
OCA ACQUISITION CORP.OCA Acquisition Corp. • January 11th, 2021 • Blank checks • New York
This letter agreement by and between OCA Acquisition Corp. (the “Company”) and [ ] (“[ ]”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering 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”):
AGREEMENT AND PLAN OF MERGER by and among OCA ACQUISITION CORP., POWR MERGER SUB, LLC, and POWERMERS SMART INDUSTRIES, INC. dated as of December 21, 2023Agreement and Plan of Merger • December 22nd, 2023 • OCA Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 21, 2023, by and among OCA Acquisition Corp., a Delaware corporation (“Acquiror”), Powermers Smart Industries, Inc., a Delaware corporation (the “Company”), and POWR Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger Sub” and together with the Company, the “Company Parties” and each of the Company and Merger Sub a “Company Party”). Acquiror, Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.”
OCA ACQUISITION CORP.OCA Acquisition Corp. • January 21st, 2021 • Blank checks • New York
This letter agreement by and between OCA Acquisition Corp. (the “Company”) and Olympus Capital Holdings Asia, LLC (“Olympus Capital Asia”), dated as of the date hereof, will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the Registration Statement on Form S-1 filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) for the Company’s initial public offering 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”):
NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 22nd, 2023 • OCA Acquisition Corp. • Blank checks • Delaware
This Note Purchase Agreement, dated as of December 21, 2023, (this “Agreement”) is entered into by and among Powermers Smart Industries, Inc., a Delaware corporation (the “Company”), and Antara Total Return SPAC Master Fund LP, a Cayman Islands exempted limited partnership (the “Investor”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENTSupport Agreement • December 22nd, 2023 • OCA Acquisition Corp. • Blank checks
This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of [●], 2023 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), Powermers Smart Industries, Inc., a Delaware corporation (the “Company”), and OCA Acquisition Corp., a Delaware corporation (“Acquiror”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
