Exhibit 4.5


 


DESCRIPTION OF THE REGISTRANT’S
SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED


 


As of December 31, 2020, OCA
Acquisition Corp. (“we,” “our,” “us” or the “Company”) had the following
three classes of securities registered under Section 12 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”): (i) its units, consisting of one share of Class A common stock (as defined below) and one-half
of one redeemable warrant (as defined below), with each whole warrant entitling the holder thereof to purchase one share
of Class A common stock (the “units”), (ii) its Class A common stock, $0.0001 par value per share (“Class A common
stock”), and (iii) its public warrants, with each whole warrant exercisable for one share of Class A common stock for $11.50
per share (the “warrants”).


 


Pursuant
to our amended and restated certificate of incorporation, our authorized capital stock consists of 100,000,000 shares of Class A
common stock, $0.0001 par value, 10,000,000 shares of Class B common stock, $0.0001 par value, and 1,000,000 shares
of undesignated preferred stock, $0.0001 par value. The following description summarizes the material terms of our capital stock
and does not purport to be complete. It is subject to, and qualified in its entirety by reference to, our amended and restated
certificate of incorporation, our bylaws and our warrant agreement, each of which is incorporated by reference as an exhibit to
our Annual Report on Form 10-K for the year ended December 31, 2020 (the “Report”) of which this Exhibit 4.5 is a part.


 


Defined terms used
herein but not otherwise defined shall have the meaning ascribed to such terms in the Report.


 


Units


 


Each unit consists of
one whole share of Class A common stock and one-half of one redeemable warrant. Each whole warrant entitles the holder
thereof to purchase one share of our Class A common stock at a price of $11.50 per share. Pursuant to the warrant agreement,
a warrant holder may exercise its warrants only for a whole number of shares of Class A common stock.


 


Class A Common Stock


 


Common stockholders of
record are entitled to one vote for each share held on all matters to be voted on by stockholders. Other than with regard to our
directors prior to our initial business combination, holders of the Class A common stock and holders of the Class B common
stock will vote together as a single class on all matters submitted to a vote of our stockholders, except as required by law. There
is no cumulative voting with respect to the election of directors, with the result that the holders of more than 50% of the shares
voted for the election of directors can elect all of the directors. Our stockholders are entitled to receive ratable dividends
when, as and if declared by the board of directors out of funds legally available therefor. Prior to our initial business combination,
only holders of our founder shares will have the right to vote on the election of directors. Holders of our public shares will
not be entitled to vote on the election of directors during such time. In addition, prior to the completion of an initial business
combination, holders of a majority of our founder shares may remove a member of the board of directors for any reason.


 


We will provide our stockholders
with the opportunity to redeem all or a portion of their public shares upon the completion of our initial business combination
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account as of two business
days prior to the consummation of our initial business combination including interest earned on the funds held in the trust account
and not previously released to us to pay our taxes, divided by the number of then outstanding public shares, subject to the limitations
described herein. Our sponsor, officers and directors have entered into a letter agreement with us, pursuant to which they have
agreed to waive their redemption rights with respect to any founder shares and any public shares held by them in connection with
the completion of our initial business combination.


 


If we seek stockholder
approval of our initial business combination and we do not conduct redemptions in connection with our initial business combination
pursuant to the tender offer rules, our amended and restated certificate of incorporation will provide that a public stockholder,
together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group”
(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than
an aggregate of 2,990,000 shares, or 20% of the shares of common stock sold in our initial public offering, which we refer to as
the Excess Shares. However, our amended and restated certificate of incorporation does not restrict our stockholders’ ability
to vote all of their shares (including Excess Shares) for or against our initial business combination. Our stockholders’
inability to redeem the Excess Shares will reduce their influence over our ability to complete our initial business combination,
and such stockholders could suffer a material loss in their investment if they sell such Excess Shares on the open market. Additionally,
such stockholders will not receive redemption distributions with respect to the Excess Shares if we complete the initial business
combination. And, as a result, such stockholders will continue to hold that number of shares exceeding 20% and, in order to dispose
such shares would be required to sell their stock in open market transactions, potentially at a loss.


 




    	 



    	



    

 


In the event of a liquidation,
dissolution or winding up of the company after an initial business combination, our stockholders are entitled to share ratably
in all assets remaining available for distribution to them after payment of liabilities and after provision is made for each class
of stock, if any, having preference over the common stock. Our stockholders have no preemptive or other subscription rights. There
are no sinking fund provisions applicable to the common stock, except that we will provide our stockholders with the opportunity
to redeem their public shares for cash equal to their pro rata share of the aggregate amount then on deposit in the trust account,
upon the completion of our initial business combination, subject to the limitations described herein.


 


Redeemable Warrants


 


Public Stockholders’ Warrants


 


Each whole warrant entitles
the registered holder to purchase one whole share of our Class A common stock at a price of $11.50 per share, subject to adjustment
as discussed below, at any time commencing on the later of January 20, 2022 (12 months from the closing of our initial public offering)
or 30 days after the completion of our initial business combination. Pursuant to the warrant agreement, a warrant holder may
exercise its warrants only for a whole number of shares of Class A common stock. The warrants will expire five years after
the completion of our initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.


 


We will not be obligated
to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle
such warrant exercise unless a registration statement under the Securities Act with respect to the shares of Class A common
stock underlying the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations
described below with respect to registration. No warrant will be exercisable and we will not be obligated to issue shares of Class A
common stock upon exercise of a warrant unless Class A common stock issuable upon such warrant exercise has been registered,
qualified or deemed to be exempt 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 will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event
will we be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised
warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share
of Class A common stock underlying such unit.


 


We
have agreed that as soon as practicable, but in no event later than 15 business days after the closing of our initial business
combination, we will use our best efforts to file with the SEC a registration statement covering the shares of Class A common
stock issuable upon exercise of the warrants, to cause such registration statement to become effective and to maintain a current
prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed, as specified in the
warrant agreement. If a registration statement covering the shares of Class A common stock issuable upon exercise of the warrants
is not effective by the 60th business
day after the closing of our initial business combination, warrant holders may, until such time as there is an effective registration
statement and during any period when we will have failed to maintain an effective registration statement, exercise warrants on
a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act or another exemption.
If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants on a cashless basis.


 


Once the warrants become
exercisable, we may call the warrants for redemption:


 


		●	in whole and not in part;



 


		●	at a price of $0.01 per warrant;



 


		●	upon not less than 30 days’ prior
written notice of redemption (the “30-day redemption period”) to each warrant holder; and



 


		●	if, and only if, the reported last sale price
of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) for any 20 trading days within a 30-trading day period ending three business days
before we send the notice of redemption to the warrant holders.



 


If and when the warrants
become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock upon exercise of the
warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable to effect such
registration or qualification. We will use our best efforts to register or qualify such shares of common stock under the blue sky
laws of the state of residence in those states in which the warrants were offered by us in our initial public offering to the extent
an exemption is not available.


 




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If we call the warrants
for redemption as described above, our management will have the option to require any holder that wishes to exercise its warrant
to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants
on a “cashless basis,” our management will consider, among other factors, our cash position, the number
of warrants that are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of Class A
common stock issuable upon the exercise of our warrants. If our management takes advantage of this option, all holders of warrants
would pay the exercise price by surrendering their warrants for that number of shares of Class A common stock equal to the
quotient obtained by dividing (x) the product of the number of shares of Class A common stock underlying the warrants,
multiplied by the excess of the “fair market value” (defined below) over the exercise price of the warrants
by (y) the fair market value. The “fair market value” shall mean the average reported last sale
price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice
of redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption will
contain the information necessary to calculate the number of shares of Class A common stock to be received upon exercise of
the warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner
will reduce the number of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature
is an attractive option to us if we do not need the cash from the exercise of the warrants after our initial business combination.
If we call our warrants for redemption and our management does not take advantage of this option, our sponsor and its permitted
transferees would still be entitled to exercise their private placement warrants for cash or on a cashless basis using the same
formula described above that other warrant holders would have been required to use had all warrant holders been required to exercise
their warrants on a cashless basis, as described in more detail below.


 


A holder of a warrant
may notify us in writing in the event it elects to be subject to a requirement that such holder will 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),
to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as a holder
may specify) of the shares of Class A common stock outstanding immediately after giving effect to such exercise.


 


The warrants have certain
anti-dilution and adjustments rights upon certain events.


 


The warrants are issued
in registered form under a warrant agreement between Continental, as warrant agent, and us. You should review a copy of the warrant
agreement, which is an exhibit to the annual report of which this exhibit forms a part, for a complete description of the terms
and conditions applicable to the warrants. The warrant agreement provides that the terms of the warrants may be amended without
the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of
at least a majority of the then outstanding public warrants to make any change that adversely affects the interests of the registered
holders of public warrants.


 


The warrants may be exercised
upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant agent, with the exercise
form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full payment of the exercise
price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number of warrants being
exercised. The warrant holders do not have the rights or privileges of holders of Class A common stock and any voting rights
until they exercise their warrants and receive shares of Class A common stock. After the issuance of shares of Class A
common stock upon exercise of the warrants, each holder will be entitled to one (1) vote for each share held of record on
all matters to be voted on by stockholders.


 


No fractional shares will
be issued upon exercise of the warrants. If, upon exercise of the warrants, a holder would be entitled to receive a fractional interest
in a share, we will, upon exercise, round down to the nearest whole number of shares of Class A common stock to be issued to the
warrant holder.


 


 


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