Exhibit 10.4


 


OCA ACQUISITION CORP.


1345 Avenue of the Americas, 33rd Floor


New York, New York 10105


January 14, 2021


 


Olympus Capital Holdings Asia, LLC


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 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”):


 


		i.	Olympus Capital Asia 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 Olympus Capital Asia), certain office space, utilities and secretarial and administrative support
as may be reasonably required by the Company. In exchange therefor, the Company shall pay Olympus Capital Asia the sum of $15,000
per month on the Effective Date and continuing monthly thereafter until the Termination Date; and



 


		ii.	Olympus Capital Asia 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:	/s/ David Shen
	 	Name: 	David Shen
	 	Title:	Chief Executive Officer 



 





	 	 	 
	AGREED TO AND ACCEPTED BY:	 
	 	 	 
	OLYMPUS CAPITAL HOLDINGS ASIA, LLC	 
	 	 	 
	By:	/s/ Jeffrey E. Glat	 
	Name: 	Jeffrey E. Glat	 
	Title:	Chief Financial Officer	 



  


[Signature Page to Administrative Services
Agreement]