Exhibit 10.2


 


INVESTMENT
MANAGEMENT TRUST AGREEMENT


 


This Investment Management Trust Agreement
(this “Agreement”) is made effective as of January 14, 2021, by and between OCA Acquisition Corp.,
a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New
York limited purpose trust company (the “Trustee”).


 


WHEREAS, the Company’s registration
statement on Form S-1, File Nos. 333-251617 (the “Registration Statement”) and prospectus (the “Prospectus”)
for the initial public offering of the Company’s units (the “Units”), each of which consists 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 entitling the holder thereof to purchase one share of Common Stock (such
initial public offering hereinafter referred to as the “Offering”), has been declared effective as of
the date hereof by the U.S. Securities and Exchange Commission;


 


WHEREAS, the Company has entered into an
Underwriting Agreement (the “Underwriting Agreement”) with Stifel, Nicolaus & Company, Incorporated
and Nomura Securities International, Inc., as representatives (the “Representatives”) of the several
underwriters (the “Underwriters”) named therein;


 


WHEREAS, if a Business Combination (as defined
herein) is not consummated within the initial 18 month period following the closing of the Offering, upon the request of the Sponsor
(as defined below), the Company may extend such period by 6 months for up to a maximum of 24 months, subject to the Company’s
sponsor (the “Sponsor”) or its affiliates or permitted designees depositing $650,000 (or $747,500 if
the Underwriters’ over-allotment option is exercised in full) into the Trust Account no later than the 18 month anniversary
of the Offering (the “Extension Deadline”) for the six month extension (the “Extension”),
in exchange for which the Sponsor will receive a non-interest bearing, unsecured promissory note for each Extension payable upon
consummation of a Business Combination; and


 


WHEREAS, as described in the Prospectus,
$130,000,000 of the proceeds of the Offering and sale of the Private Placement Warrants (as defined in the Underwriting Agreement)
(or $149,500,000, if the Underwriters’ over-allotment option is exercised in full) and the proceeds from any loans in connection
with the Extension, if any, will be delivered to the Trustee to be deposited and held in a segregated trust account located at
all times in the United States (the “Trust Account”) for the benefit of the Company and the holders of
the Common Stock included in the Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee
(and any interest subsequently earned thereon) is referred to herein as the “Property,” the stockholders
for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,”
and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”);


 


WHEREAS, pursuant to the Underwriting Agreement,
a portion of the Property equal to $4,550,000, or $5,232,500 if the Underwriters’ over-allotment option is exercised in full,
is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters upon
and concurrently with the consummation of the Business Combination (as defined below) (the “Deferred Discount”);
and


 


WHEREAS, the Company and the Trustee desire
to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1. Agreements and Covenants of Trustee.
The Trustee hereby agrees and covenants to:


 


(a) Hold the Property in trust for the Beneficiaries
in accordance with the terms of this Agreement in the Trust Account established by the Trustee in the United States at J.P. Morgan
Chase Bank, N.A., (or at another U.S.-chartered commercial bank with consolidated assets of $100 billion or more) in the United
States, maintained by the Trustee and at a brokerage institution selected by the Trustee that is reasonably satisfactory to the
Company;


 


(b) Manage, supervise and administer the Trust
Account subject to the terms and conditions set forth herein;


 






     


    


    

 


(c) In a timely manner, upon the written instruction
of the Company, invest and reinvest the Property solely in United States government securities within the meaning of Section 2(a)(16)
of the Investment Company Act of 1940, as amended, having a maturity of 185 days or less, or in money market funds meeting the
conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7 promulgated under the Investment Company
Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government treasury obligations, as determined
by the Company; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the
Company’s instructions hereunder and the Trustee may earn bank credits or other consideration;


 


(d) Collect and receive, when due, all principal,
interest or other income arising from the Property, which shall become part of the “Property,” as such
term is used herein;


 


(e) Promptly notify the Company and the Representatives
of all communications received by the Trustee with respect to any Property requiring action by the Company;


 


(f) Supply any necessary information or documents
as may be requested by the Company (or its authorized agents) in connection with the Company’s preparation of the tax returns
relating to assets held in the Trust Account;


 


(g) Participate in any plan or proceeding
for protecting or enforcing any right or interest arising from the Property if, as and when instructed by the Company to do so;


 


(h) Render to the Company monthly written
statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements of the Trust Account;


 


(i) Commence liquidation of the Trust Account
only after and promptly after (x) receipt of, and only in accordance with, the terms of a letter from the Company (“Termination
Letter”) in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable,
signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice
President, Secretary or Chairman of the board of directors of the Company (the “Board”) or other authorized
officer of the Company, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including
interest not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may
be released to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred
to therein, or (y) upon the date which is, the later of (1) 18 months after the closing of the Offering, (2) such later
date upon the Extension, effectuated pursuant to the terms hereof, and (3) such later date as may be approved by the Company’s
stockholders in accordance with the Company’s amended and restated certificate of incorporation if a Termination Letter has
not been received by the Trustee prior to such date, in which case the Trust Account shall be liquidated in accordance with the
procedures set forth in the Termination Letter attached as Exhibit B and the Property in the Trust Account, including interest
not previously released to the Company to pay its franchise and income taxes (less up to $100,000 of interest that may be released
to the Company to pay dissolution expenses) shall be distributed to the Public Stockholders of record as of such date;


 


(j) Upon written request from the Company,
which may be given from time to time in a form substantially similar to that attached hereto as Exhibit C, withdraw from the
Trust Account and distribute to the Company the amount of interest earned on the Property requested by the Company to cover any
tax obligation, including any franchise tax obligations, owed by the Company as a result of assets of the Company or interest or
other income earned on the Property, which amount shall be delivered directly to the Company by electronic funds transfer or other
method of prompt payment, and the Company shall forward such payment to the relevant taxing authority, as applicable; provided,
however, that to the extent there is not sufficient cash in the Trust Account to pay such tax obligation, the Trustee shall liquidate
such assets held in the Trust Account as shall be designated by the Company in writing to make such distribution, so long as there
is no reduction in the principal amount per share initially deposited in the Trust Account; provided, further, that if the tax
to be paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the
franchise tax bill from the State of Delaware for the Company (it being acknowledged and agreed that any such amount in excess
of interest income earned on the Property shall not be payable from the Trust Account). The written request of the Company referenced
above shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility
to look beyond said request;


 






    2


     


    

 


(k) Upon written request from the Company,
which may be given from time to time in a form substantially similar to that attached hereto as Exhibit D, the Trustee shall
distribute on behalf of the Company the amount requested by the Company to be used to redeem shares of Common Stock from Public
Stockholders properly submitted in connection with a stockholder vote to approve an amendment to the Company’s amended and
restated certificate of incorporation to (i) modify the substance or timing of the Company’s obligation to redeem 100%
of the shares of Common Stock included in the Units sold in the Offering if the Company does not complete a Business Combination
within the time period set forth in the Company’s amended and restated certificate of incorporation or (ii) with respect
to any other provision relating to stockholders’ rights or pre-initial Business Combination activity;


  


(l) Not make any withdrawals or distributions
from the Trust Account other than pursuant to Section 1(i), (j) or (k) above; and


 


(m) Upon receipt of an extension letter (“Extension
Letter”) substantially similar to Exhibit E hereto at least five business days prior to the Extension Deadline, signed
on behalf of the Company by an executive officer, and receipt of the dollar amount specified in the Extension Letter on or prior
to the Extension Deadline, follow the instructions set forth in the Extension Letter.


 


2. Agreements and Covenants of the
Company. The Company hereby agrees and covenants to:


 


(a) Give all instructions to the Trustee hereunder
in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Executive
Vice President, Vice President or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j) and
1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice
or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above
to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b) Subject to Section 4 hereof, hold
the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements,
or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or
other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises
out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property,
except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after
the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which
the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim
(hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and
manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect
to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified
Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may
participate in such action with its own counsel;


 


(c) Pay the Trustee the fees set forth on
Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall
be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to
pay such fees unless and until the closing of the Business Combination (defined below). The Company shall pay the Trustee the initial
acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall not be responsible
for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided
in Section 2(b) hereof;


 


(d) In connection with any vote of the Company’s
stockholders regarding a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business
combination involving the Company and one or more businesses (the “Business Combination”), provide to
the Trustee an affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such stockholders
regarding such Business Combination;


 






    3


     


    

 


(e) Provide the Representatives with a copy
of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal
from the Trust Account promptly after it issues the same;


 


(f) Unless otherwise agreed among the Company
and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination
Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts
directed by the Representatives on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the
Company or any other person;


 


(g) Instruct the Trustee to make only those
distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that
are not permitted under this Agreement;


 


(h) Within five (5) business days after
the Representatives, on behalf of the Underwriters, exercise the over-allotment option (or any unexercised portion thereof) or
such over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount,
which shall in no event be less than $4,550,000;


 


(i) If applicable, issue a press release
at least three days prior to the Extension Deadline announcing that, at least five days prior to the Extension Deadline, the Company
received notice from the Sponsor that the Sponsor intends to deposit funds into the Trust Account for extending the Extension Deadline;
and


 


(j) Promptly following the Extension Deadline,
disclose whether or not the deadline for the Company to consummate a Business Combination has been extended.


 


3. Limitations of Liability. The Trustee shall have
no responsibility or liability to:


 


(a) Imply obligations, perform duties, inquire
or otherwise be subject to the provisions of any agreement or document other than this Agreement and that which is expressly set
forth herein;


 


(b) Take any action with respect to the Property,
other than as directed in Section 1 hereof, and the Trustee shall have no liability to any third party except for liability
arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c) Institute any proceeding for the collection
of any principal and income arising from, or institute, appear in or defend any proceeding of any kind with respect to, any of
the Property unless and until it shall have received instructions from the Company given as provided herein to do so and the Company
shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(d) Refund any depreciation in principal of
any Property;


 


(e) Assume that the authority of any person
designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise in such designation,
or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The other parties hereto or to anyone
else for any action taken or omitted by it, or any action suffered by it to be taken or omitted, in good faith and in the Trustee’s
best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any order, notice, demand, certificate, opinion or advice of counsel (including counsel chosen
by the Trustee, which counsel may be the Company’s counsel), statement, instrument, report or other paper or document (not
only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of
any information therein contained) which the Trustee believes, in good faith and with reasonable care, to be genuine and to be
signed or presented by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification,
termination or rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the
Trustee, signed by the proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its
prior written consent thereto;


 






    4


     


    

 


(g) Verify the accuracy of the information
contained in the Registration Statement;


 


(h) Provide any assurance that any Business
Combination entered into by the Company or any other action taken by the Company is as contemplated by the Registration Statement;


 


(i) File information returns with respect
to the Trust Account with any local, state or federal taxing authority or provide periodic written statements to the Company documenting
the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(j) Prepare, execute and file tax reports,
income or other tax returns and pay any taxes with respect to any income generated by, and activities relating to, the Trust Account,
regardless of whether such tax is payable by the Trust Account or the Company, including, but not limited to, franchise and income
tax obligations, except pursuant to Section 1(j) hereof; or


 


(k) Verify calculations, qualify or otherwise
approve the Company’s written requests for distributions pursuant to Sections 1(i), 1(j) or 1(k) hereof.


 


4. Trust Account Waiver. The
Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”) to, or to
any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it may
have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without
limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against the
Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


5. Termination. This Agreement
shall terminate as follows:


 


(a) If the Trustee gives written notice to
the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts to locate a successor
trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such time that the Company notifies
the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this Agreement,
the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer
of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however,
that in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice
from the Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York
or with the United States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune
from any liability whatsoever; or


 


(b) At such time that the Trustee has completed
the liquidation of the Trust Account and its obligations in accordance with the provisions of Section 1(i) hereof (which
section may not be amended under any circumstances) and distributed the Property in accordance with the provisions of the Termination
Letter, this Agreement shall terminate except with respect to Section 2(b) and Section 4.


 


6. Miscellaneous.


 


(a) The Company and the Trustee each acknowledge
that the Trustee will follow the security procedures set forth below with respect to funds transferred from the Trust Account.
The Company and the Trustee will each restrict access to confidential information relating to such security procedures to authorized
persons. Each party must notify the other party immediately if it has reason to believe unauthorized persons may have obtained
access to such confidential information, or of any change in its authorized personnel. In executing funds transfers, the Trustee
shall rely upon all information supplied to it by the Company, including, account names, account numbers, and all other identifying
information relating to a Beneficiary, Beneficiary’s bank or intermediary bank. Except for any liability arising out of the
Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability or expense
resulting from any error in the information or transmission of the funds.


 






    5


     


    

 


(b) This 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. This Agreement may be executed in several
original or facsimile counterparts, each one of which shall constitute an original, and together shall constitute but one instrument.


 


(c) This Agreement contains the entire agreement
and understanding of the parties hereto with respect to the subject matter hereof. This Agreement or any provision hereof may only
be changed, amended or modified (other than to correct a typographical error) by a writing signed by each of the parties hereto.


 


(d) This Agreement or any provision hereof
may only be changed, amended or modified pursuant to Section 6(c) hereof with the Consent of the Stockholders. For purposes
of this Section 6(d), the “Consent of the Stockholders” means (i) receipt by the Trustee of
a certificate from the inspector of elections of the stockholder meeting certifying that the Company’s stockholders of record
as of a record date established in accordance with Section 213(a) of the Delaware General Corporation Law, as amended
(or any successor rule), who hold sixty-five percent (65%) or more of all then outstanding shares of the Common Stock and Class B
common stock, par value $0.0001 per share, of the Company voting together as a single class, have voted in favor of such change,
amendment or modification, or (ii) the Company’s stockholders of record as of the record date who hold sixty-five percent
(65%) or more of all then outstanding shares of the Common Stock and Class B common stock, par value $0.0001 per share, of
the Company voting together as a single class, have delivered to the Trustee a signed writing approving such change, amendment
or modification. No such amendment will affect any Public Stockholder who has otherwise indicated his, her or its election to redeem
his, her or its shares of Common Stock in connection with a stockholder vote sought to amend this Agreement, including a corresponding
change to the Company’s amended and restated certificate of incorporation. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee may rely conclusively on the certification from the inspector or elections
referenced above and shall be relieved of all liability to any party for executing the proposed amendment in reliance thereon.


 


(e) The parties hereto consent to the jurisdiction
and venue of any state or federal court located in the City of New York, State of New York, for purposes of resolving any disputes
hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL
BY JURY.


 


(f) Any notice, consent or request to be given
in connection with any of the terms or provisions of this 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 by electronic mail:


 


if to the Trustee,
to:


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, NY 10004

Attn:   Francis Wolf and Celeste Gonzalez

Email:  fwolf@continentalstock.com

cgonzalez@continentalstock.com


 


if to the Company,
to:


 


OCA Acquisition Corp.

1345 Avenue of the Americas, 33rd Floor

New York, New York 10105

Attn:   David Shen

Email:  DShen@olympuscap.com


 






    6


     


    

 


in each case, with
copies to:


 


Ellenoff Grossman & Schole LLP

1345 Avenue of the Americas

New York, New York 10105

Attn:    Stuart Neuhauser, Esq.

Email:  sneuhauser@egsllp.com


 


and


 


Stifel, Nicolaus & Company, Incorporated


1 South Street, 15th Floor


Baltimore, Maryland 21202


Attn: Mergers & Acquisitions / SPACs


Fax: (443)224-1273


 


and


 


Nomura Securities International, Inc.


Worldwide Plaza, 309 West 49th Street


New York, New York 10019-7316


Attn: Head of Equity Capital Markets and Solutions and
Head of IBD Legal


Fax: (646) 587-8740 and (646) 587-9548


 


and


 


DLA Piper LLP (US)

1251 Avenue of the Americas

New York, New York 10020

Attn:   Stephen Alicanti

Email:  Stephen.Alicanti@us.dlapiper.com


 


(g) Each of the Company and the Trustee hereby
represents that it has the full right and power and has been duly authorized to enter into this Agreement and to perform its respective
obligations as contemplated hereunder. The Trustee acknowledges and agrees that it shall not make any claims or proceed against
the Trust Account, including by way of set-off, and shall not be entitled to any funds in the Trust Account under any circumstance.


 


(h) This Agreement is the joint product of
the Trustee and the Company and each provision hereof has been subject to the mutual consultation, negotiation and agreement of
such parties and shall not be construed for or against any party hereto.


 


(i) This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one
and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute
valid and sufficient delivery thereof.


 


(j) Each of the Company and the Trustee hereby
acknowledges and agrees that the Representatives on behalf of the Underwriters are third party beneficiaries of this Agreement.


 


(k) Except as specified herein, no party to
this Agreement may assign its rights or delegate its obligations hereunder to any other person or entity.


 


[Signature Page Follows]


 









    7


     


    

 


IN WITNESS WHEREOF, the parties have
duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER &
	 	TRUST COMPANY, as Trustee
	 	 
	 	By:	/s/ Francis Wolf
	 	Name: 	Francis Wolf
	 	Title:	Vice President
	 	 	 
	 	 	 
	 	OCA ACQUISITION CORP.
	 	 
	 	By:	/s/ David Shen
	 	Name:	David Shen
	 	Title:	Chief Executive Officer


 


[Signature Page to Investment Management
Trust Agreement]









    8


     


    

 


SCHEDULE
A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial set-up fee	 	Initial closing of Offering by wire transfer	 	$	3,500.00	 
	Trustee administration fee	 	First year, initial closing of Offering by wire transfer, thereafter on the anniversary of the effective date of the Offering by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Sections 1(i) and 1(j)	 	Billed to Company following disbursement made to Company under Section 1	 	$	250.00	 
	Paying Agent services as required pursuant to Sections 1(i) and 1(k)	 	Billed to Company upon delivery of service pursuant to Sections 1(i) and 1(k)	 	 	Prevailing rates	 


  









    9


     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re:   Trust Account - Termination Letter


 


Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between OCA Acquisition Corp. (the “Company”) and Continental Stock
Transfer & Trust Company (the “Trustee”), dated as of January 14, 2021 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with [__________] (the “Target
Business”) to consummate a business combination with the Target Business (the “Business Combination”)
on or about [insert date]. The Company shall notify you at least seventy-two (72) hours in advance (or such shorter time as you
may agree) of the actual date of the consummation of the Business Combination (the “Consummation Date”).
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds to
a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds
held in the Trust Operating Account at JP Morgan Chase Bank, N.A. will be immediately available for transfer to the account or
accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives on behalf of
the Underwriters (with respect to the Deferred Discount)). It is acknowledged and agreed that while the funds are on deposit in
the trust operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends.


 


On the Consummation Date (i) counsel
for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, which verifies that the Business
Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) a written instruction
signed by the Company with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to
public stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Representatives
from the Trust Account (the “Instruction Letter”). You are hereby directed and authorized to transfer
the funds held in the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance
with the terms of the Instruction Letter. In the event that certain deposits held in the Trust Account may not be liquidated by
the Consummation Date without penalty, you will notify the Company in writing of the same and the Company shall direct you as to
whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the distribution
of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to liquidating the Trust Account,
your obligations under the Trust Agreement shall be terminated.


 


In the event that the Business Combination
is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the original
Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the funds
held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day
immediately following the Consummation Date as set forth in such notice as soon thereafter as possible.


 






    A-1


     


    

 


	 	 	Very truly yours,
	 	 	 
	 	 	OCA Acquisition Corp.
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	cc:	Stifel, Nicolaus & Company, Incorporated

Nomura Securities International, Inc.	 


  






    A-2


     


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re:   Trust Account - Termination Letter


 


Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of the
Investment Management Trust Agreement between OCA Acquisition Corp. (the “Company”) and Continental Stock
Transfer & Trust Company (the “Trustee”), dated as of January 14, 2021 (the “Trust
Agreement”), this is to advise you that the Company did not effect a business combination with a Target Business
(the “Business Combination”) within the time frame specified in the Company’s amended and restated
certificate of incorporation, as described in the Company’s Prospectus relating to the Offering. Capitalized terms used but
not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms of the Trust
Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and transfer the total proceeds into a segregated
account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected [_________,
20__]1 as the effective date for the purpose of determining when the Public Stockholders will be entitled to receive
their share of the liquidation proceeds. You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent,
agree to distribute said funds directly to the Company’s Public Stockholders in accordance with the terms of the Trust Agreement
and the Company’s amended and restated certificate of incorporation. Upon the distribution of all the funds, net of any payments
necessary for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement
shall be terminated, except to the extent otherwise provided in Section 1(i) of the Trust Agreement.


 


	 	 	Very truly yours,
	 	 	 
	 	 	OCA Acquisition Corp.
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	cc:	Stifel, Nicolaus & Company, Incorporated

Nomura Securities International, Inc.	 


 


	 	1	18 months from the closing of the Offering or at a later date upon Extensions, if any, effectuated pursuant to Trust Agreement.


 






    B-1


     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re:   Trust Account - Withdrawal Instruction


 


Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of the
Investment Management Trust Agreement between OCA Acquisition Corp. (the “Company”) and Continental Stock
Transfer & Trust Company (the “Trustee”), dated as of January 14, 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company $[_____] of the interest income earned on
the Property as of the date hereof. Capitalized terms used but not defined herein shall have the meanings set forth in the Trust
Agreement.


 


The Company needs such funds [to pay for
the tax obligations as set forth on the attached tax return or tax statement]. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to
the Company’s operating account at:


 


[WIRE
INSTRUCTION INFORMATION]


 


	 	 	Very truly yours,
	 	 	 
	 	 	OCA Acquisition Corp.
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	cc:	Stifel, Nicolaus & Company, Incorporated

Nomura Securities International, Inc.	 


 









    C-1


     


    

  


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company

1 State Street, 30th Floor

New York, New York 10004

Attn: Francis Wolf and Celeste Gonzalez


 


Re:   Trust Account - Stockholder Redemption
Withdrawal Instruction


 


Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(k) of the
Investment Management Trust Agreement between OCA Acquisition Corp. (the “Company”) and Continental Stock
Transfer & Trust Company (the “Trustee”), dated as of January 14, 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the redeeming Public Stockholders of the Company $[_____]
of the principal and interest income earned on the Property as of the date hereof to a segregated account held by you on behalf
of the Beneficiaries for distribution to the Public Stockholders who have requested redemption of their shares of Common Stock.
Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


The Company needs such funds to pay its
Public Stockholders who have properly elected to have their shares of Common Stock redeemed by the Company in connection with a
stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation to (i) modify
the substance or timing of the Company’s obligation to redeem 100% of the shares of Common Stock included in the Units sold
in the Offering if the Company does not complete a Business Combination within the time period set forth in the Company’s
amended and restated certificate of incorporation or (ii) with respect to any other provision relating to stockholders’
rights or pre-initial Business Combination activity. As such, you are hereby directed and authorized to transfer (via wire transfer)
such funds promptly upon your receipt of this letter.


 


	 	 	Very truly yours,
	 	 	 
	 	 	OCA Acquisition Corp.
	 	 	 
	 	 	 
	 	 	By:	 
	 	 	Name:	 
	 	 	Title:	 
	cc:	Stifel, Nicolaus & Company, Incorporated

Nomura Securities International, Inc.	 


 









    D-1


     


    

 


EXHIBIT E


 


[Letterhead
of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th Floor


New York, New York 10004


Attn. Francis Wolf and Celeste Gonzalez


 


	 	Re:	Trust Account - Extension Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section
1(m) of the Investment Management Trust Agreement between OCA Acquisition Corp. (“Company”) and Continental
Stock Transfer & Trust Company, dated as of January 14, 2021 (“Trust Agreement”), this is to advise you
that the Company is extending the time available to consummate a Business Combination for an additional six (6) months, from _______
to _________ (the “Extension”).


 


This Extension
Letter shall serve as the notice required with respect to the 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.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to deposit $650,000 [(or $747,500 if the underwriters’ over-allotment
option was exercised in full)], which will be wired to you, into the Trust Account investments upon receipt.


 


	 	CF Finance Acquisition Corp. III
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


	cc:	Stifel, Nicolaus & Company, Incorporated

Nomura Securities International, Inc.


 


 


E-1