0001493152-26-024926 Sample Contracts
10,000,000 Units OCEAN CAPITAL ACQUISITION CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • May 22nd, 2026 • Ocean Capital Acquisition Corp • Blank checks • New York
Ocean Capital Acquisition Corporation, a British Virgin Islands business company (the “Company”), hereby confirms its agreement with A.G.P./Alliance Global Partners (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as the representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”):
WARRANT AGREEMENTWarrant Agreement • May 22nd, 2026 • Ocean Capital Acquisition Corp • Blank checks • New York
This Warrant Agreement is made as of [●], 2026 between Ocean Capital Acquisition Corporation, a British Virgin Islands company, with offices at 1209 Orange St., Wilmington, DE 19801, USA (the “Company”), and [*], with offices at [*] (“Warrant Agent”).
FORM OF INDEMNITY AGREEMENTIndemnity Agreement • May 22nd, 2026 • Ocean Capital Acquisition Corp • Blank checks • New York
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of [●], 2026, by and between Ocean Capital Acquisition Corporation, a British Virgin Islands business company (the “Company”), and the undersigned (“Indemnitee”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 22nd, 2026 • Ocean Capital Acquisition Corp • Blank checks
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [●], 2026, by and between Ocean Capital Acquisition Corporation (the “Company”), and Odyssey Transfer and Trust Company, a Minnesota corporation (the “Trustee”).
RIGHTS AGENCY AGREEMENTRights Agency Agreement • May 22nd, 2026 • Ocean Capital Acquisition Corp • Blank checks • Minnesota
RIGHTS AGENCY AGREEMENT (the “Agreement”) dated May [●], 2026, between Ocean Capital Acquisition Corp (the “Company”), a blank check company incorporated in the British Virgin Islands, and Odyssey Transfer and Trust Company (the “Rights Agent” or “Odyssey”), a trust company incorporated under the laws of Minnesota.
Letterhead]Administrative Services Agreement • May 22nd, 2026 • Ocean Capital Acquisition Corp • Blank checks
FORM OF LETTER AGREEMENTLetter Agreement • May 22nd, 2026 • Ocean Capital Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into or proposed to be entered into by and between Ocean Capital Acquisition Corporation, a British Virgin Islands company (the “Company”), and Alliance Global Partners, as representative (the “Representative”) of the other underwriters named on Schedule A to the Underwriting Agreement (if any) (the Representative and such other underwriters being collectively referred to herein as the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 11,500,000 of the Company’s units (“Units”) (including up to 1,500,000 Units that may be purchased to cover over-allotments, if any), each comprised of one ordinary share of the Company, $0.0001 par value (each, an “Ordinary Share”), one redeemable warrant (each warrant, a “Warrant”), and one right (each right, a “Public Right). Each Public Right entitles its hol
PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENTPrivate Placement Unit Subscription Agreement • May 22nd, 2026 • Ocean Capital Acquisition Corp • Blank checks • New York
This PRIVATE PLACEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of the [*] day of May, 2026, by and between Ocean Capital Acquisition Corp, a British Virgin Islands business company (the “Company”), and SB Capital Holdings Corporation, a British Virgin Islands business company (“Purchaser”).