REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 10th, 2023 • Ocean Capital Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the [ ], 2023, by and among Ocean Capital Acquisition Corporation, a British Virgin Islands company (the “Company”) and the undersigned parties listed under Investor on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
WARRANT AGREEMENTWarrant Agreement • August 10th, 2023 • Ocean Capital Acquisition Corp • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [_____], 2023 between Ocean Capital Acquisition Corporation, a British Virgin Islands company with limited liability, with its principal executive office at 12 Marina Boulevard #16-05A, Marina Bay Financial Centre Tower 3, Singapore 018982 (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, NY 10004-1561, as warrant agent (the “Warrant Agent”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 10th, 2023 • Ocean Capital Acquisition Corp • Blank checks • New York
This Agreement, made and entered into effective as of [ ], 2023 (“Agreement”), by and between Ocean Capital Acquisition Corporation, a British Virgin Islands company (“Company”), and the undersigned indemnitee (“Indemnitee”).
RIGHTS AGREEMENTRights Agreement • August 10th, 2023 • Ocean Capital Acquisition Corp • Blank checks • New York
This Rights Agreement (this “Agreement”) is made as of [ ], 2023 between Ocean Capital Acquisition Corporation, a British Virgin Islands business company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as rights agent (the “Rights Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 10th, 2023 • Ocean Capital Acquisition Corp • Blank checks
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
Ocean Capital Acquisition Corporation Marina Bay Financial Centre Tower 3 Singapore 018982 Ladenburg Thalmann & Co. Inc. New York, NY 10019Underwriting Agreement • August 10th, 2023 • Ocean Capital Acquisition Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Ocean Capital Acquisition Corporation, a British Virgin Islands company (the “Company”), and Ladenburg Thalmann & Co. Inc., as Representative (the “Representative”) of the several underwriters named on Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one ordinary share of the Company, par value $0.0001 per share (the “Ordinary Shares”), one-half (1/2) of one redeemable warrant, each whole warrant entitling its holder to purchase one Ordinary Share at an exercise price of $11.50 per full share (the “Warrants”), and one right to receive one-tenth (1/10) of one Ordinary Share (“Rights”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • August 10th, 2023 • Ocean Capital Acquisition Corp • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [ ], 2023 (“Agreement”), by and among OCEAN CAPITAL ACQUISITION CORPORATION, a British Virgin Islands Company (the “Company”), the initial shareholders listed on Exhibit A attached hereto (each, an “Initial Shareholder” and collectively the “Initial Shareholders”) and CONTINENTAL STOCK TRANSFER & TRUST COMPANY, a New York limited liability trust company (the “Escrow Agent”).
Administration Service AgreementAdministration Service Agreement • August 10th, 2023 • Ocean Capital Acquisition Corp • Blank checks
This Administration Service Agreement (the “Agreement”) dated this __ day of [ ], 2023 is between SB Capital Holding Corporation, herein referred to as “Service Provider” and Ocean Capital Acquisition Corporation, herein referred to as “Customer”.
AMENDMENT NO.1 TO THE PROMISSORY NOTE DATED AS OF March 31, 2022Promissory Note • August 10th, 2023 • Ocean Capital Acquisition Corp • Blank checks
THIS AMENDMENT NO.1 TO THE PROMISSORY NOTE DATED AS OF MARCH 31, 2022 (this “Amendment”) is made and entered into as of July 13, 2023 by and between Ocean Capital Acquisition Corporation, a business company with limited liability in the British Virgin Islands (the “Maker”), and SB Capital Holding Corporation or its registered assigns or successors in interest (the “Payee”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the Note (as defined below) unless specified otherwise.
