Exhibit 10.8


 


OCA ACQUISITION CORP.


1345 Avenue of the Americas, 33rd Floor


New York, New York 10105


, 2021


 


[           ]


1345 Avenue of the Americas, 33rd Floor

New York, New York 10105


 


		Re:	Administrative Services Agreement



 


Ladies and Gentlemen:


 


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”):


 


		i.	[     ] shall make available, or cause to be made available,
to the Company, at 1345 Avenue of the Americas, 33rd Floor,
New York, New York 10105 (or any successor location of [     ]), certain office space, utilities and secretarial
and administrative support as may be reasonably required by the Company. In exchange therefor, the Company shall pay [     ] the
sum of $15,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date; and



 


		ii.	[     ] hereby irrevocably waives any and all right, title, interest, causes of action and claims of any kind as a result of,
or arising out of, this letter agreement (each, a “Claim”) in or to, and any and all right to seek payment of
any amounts due to it out of, the trust account established for the benefit of the public stockholders of the Company and into
which substantially all of the proceeds of the Company’s initial public offering will be deposited (the “Trust Account”),
and hereby irrevocably waives any Claim it may have in the future, which Claim would reduce, encumber or otherwise adversely affect
the Trust Account or any monies or other assets in the Trust Account, and further agrees not to seek recourse, reimbursement, payment
or satisfaction of any Claim against the Trust Account or any monies or other assets in the Trust Account for any reason whatsoever.



 


This letter agreement constitutes the entire
agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings, agreements,
or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject matter
hereof or the transactions contemplated hereby.


 


This letter agreement may not be amended,
modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.


 


No party hereto may assign either this letter
agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other party. Any
purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate to transfer or assign any
interest or title to the purported assignee.


 


This letter agreement constitutes the entire
relationship of the parties hereto, and any litigation between the parties (whether grounded in contract, tort, statute, law or
equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State of New York, without
giving effect to its choice of laws principles.


 






     


    


    

 


	 	 	 	Very truly yours,
	 	 	 	 
	 	 	 	OCA ACQUISITION CORP.
	 	 	 	 
	 	 	 	By:	 
	 	 	 	Name:	David Shen
	 	 	 	Title:	Chief Executive Officer 
	 	 	 	 
	AGREED TO AND ACCEPTED BY:	 	 
	 	 	 	 
	[                                         ]	 	 
	 	 	 	 
	By:	                             	 	 
	Name:	 	 	 
	Title:	 	 	 


 


[Signature Page to Administrative Services
Agreement]