Exhibit 10.1


 


January
14, 2021


 


OCA
Acquisition Corp.


1345
Avenue of the Americas, 33rd Floor


New
York, New York 10105


 


Re:        Initial
Public Offering


 


Ladies
and Gentlemen:


 


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 Units will be sold in the Public Offering pursuant to a registration
statement on Form S-1 and a prospectus (the “Prospectus”), filed by the Company with the U.S. Securities
and Exchange Commission (the “Commission”) and the Company has applied to have the Units listed on the
Nasdaq Capital Market. Certain capitalized terms used herein are defined in paragraph 13 hereof.


 


In
order to induce the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the Public Offering
and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, each of OCA Acquisition
Holdings LLC, a Delaware limited liability company (the “Sponsor”) and the undersigned individuals,
each of whom is a member of the Company’s board of directors and/or management team (each, an “Insider”
and collectively, the “Insiders”), hereby agrees with the Company as follows:


 


	 	1.	It
    is acknowledged and agreed that the Company shall not enter into a definitive agreement regarding a proposed Business Combination
    without the prior consent of the Sponsor and the Investors. The Sponsor and each Insider agrees that if the Company seeks
    stockholder approval of a proposed Business Combination, then in connection with such proposed Business Combination, it, he
    or she shall (i) vote any shares of Capital Stock owned by it, him or her in favor of any proposed Business Combination
    and (ii) not redeem any shares of Common Stock owned by it, him or her in connection with such stockholder approval.
    If the Company engages in a tender offer in connection with any proposed Business Combination, each Insider agrees that it,
    he or she will not seek to sell its, his or her shares of Common Stock to the Company in connection with such tender offer.


 


	 	2.	The
    Sponsor and each Insider hereby agrees that in the event that the Company fails to consummate a Business Combination within
    the time period, including any extension, set forth in the Company’s amended and restated certificate of incorporation,
    as the same may be further amended from time to time (the “Charter”), the Sponsor and each Insider
    shall take all reasonable steps to cause the Company to (i) cease all operations except for the purpose of winding up,
    (ii) as promptly as reasonably possible but not more than 10 business days thereafter, subject to lawfully available
    funds therefor, redeem 100% of the Common Stock sold as part of the Units in the Public Offering (the “Offering
    Shares”), at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust
    Account (as defined below), including interest earned on the funds held in the Trust Account and not previously released to
    the Company to pay its franchise and income taxes (less up to $100,000 of interest to pay dissolution expenses), divided by
    the number of then outstanding Offering Shares, which redemption will completely extinguish all Public Stockholders’
    rights as stockholders (including the right to receive further liquidation distributions, if any), subject to applicable law,
    and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s
    remaining stockholders and the Company’s board of directors, dissolve and liquidate, subject in each case to the Company’s
    obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. The Sponsor and
    each Insider agrees not to propose any amendment to the Charter to (a) modify the substance or timing of the Company’s
    obligation to redeem 100% of the Offering Shares if the Company does not complete a Business Combination within the time period
    set forth in the Charter or (b) with respect to any other provision relating to stockholders’ rights or pre-initial
    Business Combination activity, unless the Company provides Public Stockholders with the opportunity to redeem their shares
    of Common Stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then
    on deposit in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
    to the Company to pay its franchise and income taxes, divided by the number of then outstanding Offering Shares.


 



     


     


    

 


The
Sponsor and each Insider acknowledges that it, he or she has no right, title, interest or claim of any kind in or to any monies
held in the Trust Account or any other asset of the Company as a result of any liquidation of the Company with respect to the
Founder Shares held by it, him or her. The Sponsor and each Insider hereby further waives, with respect to any shares of Common
Stock held by it, him or her, if any, any redemption rights it, he or she may have in connection with the consummation of a Business
Combination, including, without limitation, any such rights available in the context of (i) a stockholder vote to approve
such Business Combination, (ii) a stockholder vote to approve an amendment to the Charter to (a) modify the substance
or timing of the Company’s obligation to redeem 100% of the Offering Shares if the Company does not complete a Business
Combination within the time period set forth in the Charter or (b) with respect to any other provision relating to stockholders’
rights or pre-initial Business Combination activity, or (iii) in the context of a tender offer made by the Company to purchase
shares of Common Stock (although the Sponsor, the Insiders and their respective affiliates shall be entitled to redemption and
liquidation rights with respect to any Offering Shares it or they hold if the Company fails to consummate a Business Combination
within the time period set forth in the Charter).


 


	 	3.	The
    undersigned acknowledges and agrees that prior to entering into a definitive agreement for a Business Combination with a target
    business that is affiliated with the undersigned or any other Insiders of the Company or their affiliates, such transaction
    must be approved by a majority of the Company’s disinterested independent directors and the Company must obtain an opinion
    from an independent investment banking firm, which is a member of the Financial Industry Regulatory Authority, or an independent
    accounting firm that such Business Combination is fair to the Company’s unaffiliated stockholders from a financial point
    of view.


 


	 	4.	During
    the period commencing on the effective date of the Underwriting Agreement and ending 180 days after such date, the Sponsor
    and each Insider shall not, without the prior written consent of the Representatives, (i) sell, offer to sell, contract
    or agree to sell, hypothecate, pledge, grant any option to purchase or otherwise dispose of or agree to dispose of, directly
    or indirectly, or establish or increase a put equivalent position or liquidate or decrease a call equivalent position within
    the meaning of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
    and the rules and regulations of the Commission promulgated thereunder, with respect to any Units, shares of Common Stock,
    Founder Shares, Warrants or any securities convertible into, or exercisable, or exchangeable for, shares of Common Stock owned
    by it, him or her, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any
    of the economic consequences of ownership of any Units, shares of Common Stock, Founder Shares, Warrants or any securities
    convertible into, or exercisable, or exchangeable for, shares of Common Stock owned by it, him or her, whether any such transaction
    is to be settled by delivery of such securities, in cash or otherwise, or (iii) publicly announce any intention to effect
    any transaction specified in clause (i) or (ii). Each of the Insiders and the Sponsor acknowledges and agrees that, prior
    to the effective date of any release or waiver, of the restrictions set forth in this paragraph 4 or paragraph 8 below, the
    Company shall announce the impending release or waiver by press release through a major news service at least two business
    days before the effective date of the release or waiver. Any release or waiver granted shall only be effective two business
    days after the publication date of such press release. The provisions of this paragraph will not apply if the release or waiver
    is effected solely to permit a transfer not for consideration and the transferee has agreed in writing to be bound by the
    same terms described in this Letter Agreement to the extent and for the duration that such terms remain in effect at the time
    of the transfer.



 



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	 	5.	In
    the event of the liquidation of the Trust Account upon the failure of the Company to consummate its initial Business Combination
    within the time period set forth in the Charter, the Sponsor (the “Indemnitor”), which for purposes
    of clarification shall not extend to any other shareholders, members or managers of the Sponsor, or any of the other undersigned,
    agrees to indemnify and hold harmless the Company against any and all loss, liability, claim, damage and expense whatsoever
    (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending
    against any litigation, whether pending or threatened) to which the Company may become subject as a result of any claim by
    (i) any third party for services rendered or products sold to the Company or (ii) any prospective target business
    with which the Company has entered into a written letter of intent, confidentiality or other similar agreement or Business
    Combination agreement (a “Target”); provided, however, that such indemnification of
    the Company by the Indemnitor shall (x) apply only to the extent necessary to ensure that such claims by a third party
    for services rendered (other than the Company’s independent public accountants) or products sold to the Company or a
    Target do not reduce the amount of funds in the Trust Account to below the lesser of (i) $10.15 per Offering Share (or
    $10.20 if the Extension Loan (as defined below) is paid) and (ii) the actual amount per Offering Share held in the Trust
    Account as of the date of the liquidation of the Trust Account, if less than $10.15 per Offering Share (or $10.20 if the Extension
    Loan is paid) is then held in the Trust Account due to reductions in the value of the trust assets, less interest earned on
    the funds in the Trust Account which may be withdrawn to pay franchise and income taxes, (y) shall not apply to any claims
    by a third party or a Target which executed a waiver of any and all rights to the monies held in the Trust Account (whether
    or not such waiver is enforceable) and (z) shall not apply to any claims under the Company’s indemnity of the Underwriters
    against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities
    Act”). In the event that any such executed waiver is deemed to be unenforceable against such third party, the
    Indemnitor shall not be responsible to the extent of any liability for such third party claims. The Indemnitor shall have
    the right to defend against any such claim with counsel of its choice reasonably satisfactory to the Company if, within 15
    days following written receipt of notice of the claim to the Indemnitor, the Indemnitor notifies the Company in writing that
    it shall undertake such defense.


 


	 	6.	To
    the extent that the Underwriters do not exercise their over-allotment option to purchase up to an additional 1,950,000 Units
    within 45 days from the date of the Prospectus (and as further described in the Prospectus), the Sponsor agrees to forfeit,
    at no cost, a number of Founder Shares in the aggregate equal to 487,500 multiplied by a fraction, (i) the numerator
    of which is 1,950,000 minus the number of Units purchased by the Underwriters upon the exercise of their over-allotment option,
    and (ii) the denominator of which is 1,950,000. The forfeiture will be adjusted to the extent that the over-allotment
    option is not exercised in full by the Underwriters so that the Initial Stockholders will own an aggregate of 20% of the Company’s
    issued and outstanding shares of Capital Stock after the Public Offering (assuming the Initial Stockholders do not purchase
    any Units in the Public Offering).


 


	 	7.	The
    Sponsor and each Insider hereby agrees and acknowledges that: (i) the Underwriters and the Company would be irreparably
    injured in the event of a breach by such Sponsor or an Insider of its, his or her obligations under paragraphs 1, 2, 3, 4,
    5, 6, 7(a), 8(a), 8(b) and 10, as applicable, of this Letter Agreement, (ii) monetary damages may not be an adequate
    remedy for such breach and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other
    remedy that such party may have in law or in equity, in the event of such breach.


 



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	 	8.	(a) The
    Sponsor and each Insider agrees that it, he or she shall not Transfer any Founder Shares (or shares of Common Stock issuable
    upon conversion thereof) until the earlier of (A) one year after the completion of the Company’s initial Business
    Combination or (B) subsequent to the Business Combination, (x) if the last sale price of the Common Stock equals
    or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like)
    for any 20 trading days within any 30-trading day period commencing at least 150 days after the Company’s initial Business
    Combination or (y) the date on which the Company completes a liquidation, merger, capital stock exchange, reorganization
    or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares
    of Common Stock for cash, securities or other property (the “Founder Shares Lock-up Period”).


 


(b) The
Sponsor and each Insider agrees that it, he or she shall not Transfer any Private Placement Warrants, Working Capital Warrants
or Extension Loan Warrants (or shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants,
Working Capital Warrants or Extension Loan Warrants), until 30 days after the completion of the Company’s initial Business
Combination (the “Warrants Lock-up Period”, together with the Founder Shares Lock-up Period, the “Lock-up
Periods”).


 


(c) Notwithstanding
the provisions set forth in paragraphs 8(a) and (b), Transfers of the Founder Shares, Private Placement Warrants, Working
Capital Warrants and Extension Loan Warrants and shares of Common Stock issued or issuable upon the exercise or conversion of
the Private Placement Warrants, Working Capital Warrants and Extension Loan Warrants or the Founder Shares and that are held by
the Sponsor, any Insider or any of their permitted transferees (that have complied with this paragraph 8(c)), are permitted
(a) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers
or directors, any affiliate of the Sponsor or to any member(s) of the Sponsor, any affiliates of such members and funds and
accounts advised by such members; (b) in the case of an individual, by gift to a member of such individual’s immediate
family or to a trust, the beneficiary of which is a member of such individual’s immediate family, an affiliate of such individual
or to a charitable organization; (c) in the case of an individual, by virtue of the laws of descent and distribution upon
death of such person; (d) in the case of an individual, pursuant to a qualified domestic relations order; (e) by private
sales or transfers made in connection with the consummation of an initial Business Combination at prices no greater than the price
at which the securities were originally purchased; (f) in the event of the Company’s liquidation prior to the completion
of an initial Business Combination; (g) by virtue of the laws of the State of Delaware or the Sponsor’s limited liability
company agreement upon dissolution of the Sponsor; or (h) in the event of the Company’s liquidation, merger, capital
stock exchange, reorganization or other similar transaction which results in all of the Company’s stockholders having the
right to exchange their shares of Common Stock for cash, securities or other property subsequent to the completion of an initial
Business Combination; provided, however, that, in the case of clauses (a) through (e) or (g), these permitted transferees
must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions herein.


 


	 	9.	Prior
    to the consummation of the initial Business Combination, the Investors shall have the right to appoint one representative
    to the Board of Directors of the Company and one observer of the Board of Directors of the Company commencing on the effective
    date of the registration statement on Form S-1 related to the Public Offering until the earlier to occur of (i) any
    Business Combination or (ii) the Investors or their affiliates ceasing to own membership units in the Sponsor. The Sponsor
    agrees to vote the Founder Shares in favor of the Investors’ appointee to the Board when the Investors’ appointee
    is up for election.


 


	 	10.	Each
    of the Insiders agrees to be a director or officer of the Company, as applicable, until the earlier of the consummation by
    the Company of an initial Business Combination, the liquidation of the Company, or his or her removal, death or incapacity.
    The Sponsor and each Insider represents and warrants that it, he or she has never been suspended or expelled from membership
    in any securities or commodities exchange or association or had a securities or commodities license or registration denied,
    suspended or revoked. Each Insider’s biographical information furnished to the Company (including any such information
    included in the Prospectus) is true and accurate in all material respects and does not omit any material information with
    respect to the Insider’s background and contains all of the information required to be disclosed pursuant to Item 401
    of Regulation S-K, promulgated under the Securities Act. Each Insider’s questionnaire furnished to the Company and the
    Representatives is true and accurate in all material respects. Each Insider represents and warrants that: it, he or she is
    not subject to or a respondent in any legal action for, any injunction, cease-and-desist order or order or stipulation to
    desist or refrain from any act or practice relating to the offering of securities in any jurisdiction; it, he or she has never
    been convicted of, or pleaded guilty to, any crime (i) involving fraud, (ii) relating to any financial transaction
    or handling of funds of another person, or (iii) pertaining to any dealings in any securities and it, he or she is not
    currently a defendant in any such criminal proceeding.



 



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	 	11.	Except
    as disclosed in the Prospectus, neither the Sponsor nor any Insider, nor any affiliate of the Sponsor or any Insider, shall
    receive from the Company any finder’s fee, reimbursement, consulting fee, monies in respect of any repayment of a loan
    or other compensation prior to, or in connection with any services rendered in order to effectuate, the consummation of the
    Company’s initial Business Combination (regardless of the type of transaction that it is), other than the following,
    none of which will be made from the proceeds held in the Trust Account prior to the completion of the initial Business Combination:
    payment to an affiliate of the Sponsor for certain office space, utilities and secretarial and administrative support as may
    be reasonably required by the Company for a total of $15,000 per month; reimbursement for any reasonable out-of-pocket expenses
    related to identifying, investigating and consummating an initial Business Combination, and repayment of loans, if any, and
    on such terms as to be determined by the Company from time to time, made by the Sponsor, an affiliate of the Sponsor or any
    of the Company’s officers or directors to finance transaction costs in connection with an intended initial Business
    Combination, provided, that, if the Company does not consummate an initial Business Combination, a portion of the working
    capital held outside the Trust Account may be used by the Company to repay such loaned amounts so long as no proceeds from
    the Trust Account are used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price
    of $1.00 per warrant at the option of the lender (the “Working Capital Warrants”). Such warrants
    would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise period.


 


	 	12.	The
    Sponsor and each Insider has full right and power, without violating any agreement to which it is bound (including, without
    limitation, any non-competition or non-solicitation agreement with any employer or former employer), to enter into this Letter
    Agreement and, as applicable, to serve as an officer and/or director on the board of directors of the Company and hereby consents
    to being named in the Prospectus as an officer and/or director of the Company.


 


	 	13.	As
    used herein, (i) “Business Combination” shall mean a merger, capital stock exchange, asset
    acquisition, stock purchase, reorganization or similar business combination, involving the Company and one or more businesses;
    (ii) “Capital Stock” shall mean, collectively, the Common Stock and the Founder Shares; (iii)
    “Extension Loan” shall mean a loan by the Sponsor or its affiliates or designees  in the
    amount of  $650,000, or $747,500 if the underwriters’ over-allotment option is exercised in full to the
    Trust Account to extend the period of time to consummate a business combination by an additional six months (for a total of
    up to 24 months to complete a business combination) as set forth in the Charter; (iv) “Extension Loan Warrants”
    shall mean the warrants that may be issued upon the conversion of the Extension Loan to warrants as set forth in the Charter.
    Such warrants would be identical to the Private Placement Warrants, including as to exercise price, exercisability and exercise
    period; (v) “Founder Shares” shall mean the 3,737,500 shares of the Company’s Class B
    common stock, par value $0.0001 per share (up to 487,500 shares of which are subject to complete or partial forfeiture by
    the Sponsor if the over-allotment option is not exercised in full or in part by the Underwriters); (vi) “Initial
    Stockholders” shall mean the Sponsor and any Insider that holds Founder Shares; (vii) “Private
    Placement Warrants” shall mean the Warrants to purchase up to 6,375,000 shares of Common Stock of the Company
    (or 7,057,500 shares of Common Stock if the over-allotment option is exercised in full by the Underwriters) that the Sponsor
    has agreed to purchase for an aggregate purchase price of $6,375,000  (or $7,057,500  if the over-allotment
    option is exercised in full by the Underwriters), or $1.00 per Warrant, in a private placement that shall occur simultaneously
    with the consummation of the Public Offering; (viii) “Public Stockholders” shall mean the holders
    of securities issued in the Public Offering; (ix) “Trust Account” shall mean the trust account
    into which the net proceeds of the Public Offering and certain proceeds from the sale of the Private Placement Warrants shall
    be deposited, and if applicable, the Extension Loan; and (x) “Transfer” shall mean the (a) sale
    of, offer to sell, contract or agreement to sell, hypothecate, pledge, grant of any option to purchase or otherwise dispose
    of or agreement to dispose of, directly or indirectly, or establishment or increase of a put equivalent position or liquidation
    with respect to or decrease of a call equivalent position within the meaning of Section 16 of the Exchange Act, and the
    rules and regulations of the Commission promulgated thereunder with respect to, any security, (b) entry into any
    swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of
    any security, whether any such transaction is to be settled by delivery of such securities, in cash or otherwise, or (c) public
    announcement of any intention to effect any transaction specified in clause (a) or (b).


 



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	 	14.	Subject
    to the terms and conditions of this paragraph 13, if, in connection with or prior to the closing of the initial Business Combination,
    the Company proposes to raise additional capital by issuing any equity securities, or securities convertible into, exchangeable
    or exercisable for equity securities other than Excluded Securities (as defined below) (such securities, “New
    Equity Securities”), the Company shall first make an offer of the New Equity Securities to the Sponsor in accordance
    with the following provisions of this paragraph 13 (the “Right of First Offer”):


 


(a) Offer
Notice.


 


(i) The
Company shall give written notice (the “Offering Notice”) to the Sponsor stating its bona fide intention
to offer the New Equity Securities and specifying the number of New Equity Securities and the material terms and conditions, including
the price, pursuant to which the Company proposes to offer the New Equity Securities.


 


(ii)           The
Offering Notice shall constitute the Company’s offer to sell the New Equity Securities to the Sponsor, which offer shall
be irrevocable for a period of three (3) business days (the “ROFO Notice Period”).


 


(b) Exercise
of Right of First Offer.


 


(i) Upon
receipt of the Offering Notice, the Sponsor shall have until the end of the ROFO Notice Period to offer to purchase any or all
of the New Equity Securities by delivering a written notice (a “ROFO Offer Notice”) to the Company stating
that it offers to purchase such New Equity Securities on the terms specified in the Offering Notice. Any ROFO Offer Notice so
delivered shall be binding upon delivery and irrevocable by the Sponsor.


 


(ii) If
the Sponsor does not deliver a ROFO Offer Notice during the ROFO Notice Period or indicates, in its ROFO Offer Notice its offer
to purchase some but not all of the New Equity Securities, the Sponsor shall be deemed to have waived all of the Sponsor’s
rights to purchase such number of New Equity Securities that it declined to purchase, and the Company shall thereafter be free
to sell or enter into an agreement to sell such number of New Equity Securities to any third party without any further obligation
to the Sponsor pursuant to this paragraph 13 within the forty-five (45) day period thereafter (and with respect to an
agreement to sell, consummate such sale at any time thereafter) at a price not more favorable to the third party than those set
forth in the Offering Notice. If the Company does not sell or enter into an agreement to sell such number of New Equity Securities
within such period, the rights provided hereunder shall be deemed to be revived and such New Equity Securities shall not be offered
to any third party unless first re-offered to the Sponsor in accordance with this paragraph 13.


 


(c) Excluded
Securities. For purposes hereof, the term “Excluded Securities” means any Working Capital Warrants,
Extension Loan Warrants and any securities issued by the Company as consideration to any seller in the Business Combination or
in satisfaction for any amounts owed by or claims against the Company.


 


(d) Assignment
of Right of First Offer. The Right of First Offer may be assigned in whole or in part by the Sponsor to any of its members
without the prior consent of the Company. Following any such assignment, the Company and any such assignee shall comply with the
provisions set forth in this paragraph 13 with respect to the Right of First Offer as if such assignee were a party hereto.


 


	 	15.	The
    Company will maintain an insurance policy or policies providing directors’ and officers’ liability insurance,
    and each Insider shall be covered by such policy or policies, in accordance with its or their terms, to the maximum extent
    of the coverage available for any of the Company’s directors or officers.


 



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	 	16.	The
    Company shall not, without the prior consent of the Investors, (i) include the name of the Investors or any of its affiliates
    in any disclosure, marketing materials, tombstones and other usages in connection with the Public Offering, otherwise related
    to the activities of the Company, or in connection with the initial Business Combination or thereafter; (ii) amend any
    term of the Founder Shares, including, but not limited to, the economic terms; (iii) amend any term of the Private Placement
    Warrants, Working Capital Warrants or Extension Loan Warrants including, but not limited to, economic terms; or (iv) amend
    any terms of the Trust Account.


 


	 	17.	This
    Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter
    hereof 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 changed, amended, modified or waived (other than to correct a typographical error) as to any particular
    provision, except by a written instrument executed by all parties hereto.


 


	 	18.	No
    party hereto may assign either this Letter Agreement or any of its rights, interests, or obligations hereunder without the
    prior written consent of the other parties. 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 shall be
    binding on the Sponsor and each Insider and their respective successors, heirs and assigns and permitted transferees.


 


	 	19.	Nothing
    in this Letter Agreement shall be construed to confer upon, or give to, any person or corporation other than the parties hereto
    any right, remedy or claim under or by reason of this Letter Agreement or of any covenant, condition, stipulation, promise
    or agreement hereof. All covenants, conditions, stipulations, promises and agreements contained in this Letter Agreement shall
    be for the sole and exclusive benefit of the parties hereto and their successors, heirs, personal representatives and assigns
    and permitted transferees.


 


	 	20.	This
    Letter Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for
    all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


	 	21.	This
    Letter Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not
    affect the validity or enforceability of this Letter Agreement or of any other term or provision hereof. Furthermore, in lieu
    of any such invalid or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this
    Letter Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid
    and enforceable.



 






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	 	22.	This
    Letter Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
    giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
    The parties hereto (i) all agree that any action, proceeding, claim or dispute arising out of, or relating in any way
    to, this Letter Agreement shall be brought and enforced in the courts of New York City, in the State of New York, and irrevocably
    submit to such jurisdiction and venue, which jurisdiction and venue shall be exclusive and (ii) waive any objection to
    such exclusive jurisdiction and venue or that such courts represent an inconvenient forum.


 


	 	23.	Any
    notice, consent or request to be given in connection with any of the terms or provisions of this Letter Agreement shall be
    in writing and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested),
    by hand delivery or facsimile transmission.


 


	 	24.	This
    Letter Agreement shall terminate on the earlier of (i) the expiration of the Lock-up Periods or (ii) the liquidation
    of the Company; provided that paragraph 5 of this Letter Agreement shall survive such liquidation.


  


[Signature
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    8


     


    

 


	 	Sincerely,
	 	 
	 	OCA
    Acquisition Holdings LLC
	 	 
	 	By:	
    /s/ Jeffrey E. Glat 
	 	Name:	

Jeffrey E. Glat
 
	 	Title:	Chief
    Financial Officer 
	 	 	 
	 	 	 
	 	 	 
	 	/s/ GARY
    BENNETT
	 	GARY BENNETT
	 	 	 



 


	 	 	 
	 	/s/ ALEC
    ELLISON
	 	ALEC ELLISON
	 	 	 



 


	 	 	 
	 	/s/ JEFFREY
    E. GLAT
	 	JEFFREY E. GLAT
	 	 	 



 


	 	 	 
	 	/s/ CHRISTINE
    HOUSTON
	 	CHRISTINE HOUSTON
	 	 	 




 


	 	 	 
	 	/s/ DANIEL
    R. MINTZ
	 	DANIEL R. MINTZ
	 	 	 




 


	 	 	 
	 	/s/ EMMANUEL
    PITSILIS
	 	EMMANUEL PITSILIS
	 	 	 




 


	 	 	 
	 	/s/ JACOB
    ROBBINS
	 	JACOB ROBBINS
	 	 	 




 


	 	 	 
	 	/s/ DAVID
    SHEN
	 	DAVID SHEN
	 	 	 



 


  


 


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Acknowledged and Agreed:


 


OCA Acquisition Corp.

  


	By:	/s/
    David Shen	 
	Name: 	David
    Shen	 
	Title:	Chief
    Executive Officer and President	 


 


 


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