SUBSCRIPTION AGREEMENTSubscription Agreement • December 22nd, 2023 • OCA Acquisition Corp. • Blank checks
This Subscription Agreement (this “Subscription Agreement”) is being entered into as of the date set forth on the signature page hereto, by and among OCA Acquisition Corp., a Delaware corporation (“OCA”) and the undersigned investor (the “Investor”) in connection with the Business Combination Agreement, dated as of the date hereof (as may be amended, supplemented or otherwise modified from time to time, the “Transaction Agreement”), by and among OCA, Powermers Smart Industries, Inc., a Delaware corporation (the “Company”) and POWR Merger Sub, LLC, a Delaware limited liability company and prior to the Closing Date, a wholly owned subsidiary of the Company (“Merger Sub”), pursuant to which, among other things, on the Closing Date, Merger Sub will merge with and into OCA, with OCA being the surviving company of such merger (the “Merger”) and wholly owned subsidiary of the Company, and each issued and outstanding share of OCA Common Stock (as defined below) will be automatically cancelled,
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • December 22nd, 2023 • OCA Acquisition Corp. • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”), dated as of December 21, 2023, is made by and among OCA Acquisition Holdings, LLC, a Delaware limited liability company (the “Sponsor”), Powermers Smart Industries, Inc., a Delaware corporation (the “Company”), OCA Acquisition Corp., a Delaware corporation ( “Acquiror”), Antara Total Return SPAC Master Fund LP (the “Investor” and together with the Sponsor, the “Sponsor Parties”) and the undersigned individuals (together with the Sponsor, the “Insiders”). The Sponsor, the Company, Acquiror, the Investor and the Insiders shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
AGREEMENT AND PLAN OF MERGER by and among OCA ACQUISITION CORP., POWR MERGER SUB, LLC, and POWERMERS SMART INDUSTRIES, INC. dated as of December 21, 2023Agreement and Plan of Merger • December 22nd, 2023 • OCA Acquisition Corp. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of December 21, 2023, by and among OCA Acquisition Corp., a Delaware corporation (“Acquiror”), Powermers Smart Industries, Inc., a Delaware corporation (the “Company”), and POWR Merger Sub, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Company (“Merger Sub” and together with the Company, the “Company Parties” and each of the Company and Merger Sub a “Company Party”). Acquiror, Merger Sub and the Company are collectively referred to herein as the “Parties” and individually as a “Party.”
NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 22nd, 2023 • OCA Acquisition Corp. • Blank checks • Delaware
This Note Purchase Agreement, dated as of December 21, 2023, (this “Agreement”) is entered into by and among Powermers Smart Industries, Inc., a Delaware corporation (the “Company”), and Antara Total Return SPAC Master Fund LP, a Cayman Islands exempted limited partnership (the “Investor”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Business Combination Agreement (as defined below).
FORM OF COMPANY STOCKHOLDER SUPPORT AGREEMENTSupport Agreement • December 22nd, 2023 • OCA Acquisition Corp. • Blank checks
This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of [●], 2023 (this “Agreement”), is entered into by and among the stockholders listed on Exhibit A hereto (each, a “Stockholder”), Powermers Smart Industries, Inc., a Delaware corporation (the “Company”), and OCA Acquisition Corp., a Delaware corporation (“Acquiror”). Capitalized terms used but not defined in this Agreement shall have the meanings ascribed to them in the Merger Agreement (as defined below).
