Exhibit 10.9

    

    

      THE SECURITIES DESCRIBED HEREIN HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR THE SECURITIES LAWS OF ANY STATE OR ANY OTHER JURISDICTION. THERE ARE FURTHER RESTRICTIONS ON THE
        TRANSFERABILITY OF THE SECURITIES DESCRIBED HEREIN.

       

      THE PURCHASE OF THE SECURITIES INVOLVES A HIGH DEGREE OF RISK AND SHOULD BE CONSIDERED ONLY BY PERSONS WHO CAN BEAR THE RISK OF THE LOSS OF THEIR ENTIRE INVESTMENT.

       

      SUBSCRIPTION AGREEMENT

       

      This Subscription Agreement (this “Agreement”) is entered into as of October 28, 2021 between Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”), Blue Ocean Sponsor LLC, a
        Cayman Islands limited liability company (the “Sponsor”) and Apollo SPAC Fund I, L.P. (the “Purchaser”).

       

      RECITALS

       

      WHEREAS, the Company was incorporated for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination with one or more
        businesses (a “Business Combination”);

       

      WHEREAS, the Company intends to file with the U.S. Securities and Exchange Commission (the “SEC”) a registration statement on Form S-1 (the “Registration Statement”) for its initial public offering (“IPO”)
        of units (the “Public Units”), at a price of $10.00 per Public Unit, where each Public Unit is currently contemplated to be comprised of one Class A ordinary share, par value $0.0001 per share (“Class A Ordinary Shares”, and the
        shares of Class A Ordinary Shares included in the Public Units, the “Public Shares”), and one-half of one redeemable warrant, where each whole warrant is initially exercisable to purchase one Class A Ordinary Share at an exercise price of
        $11.50 per share, subject to adjustment (the “Warrants”, and the Warrants included in the Public Units, the “Public Warrants”);

       

      WHEREAS, proceeds from the IPO and the sale of the Private Placement Warrants (as defined below) in an aggregate amount equal to at least the aggregate gross proceeds from the IPO will be deposited into a trust account
        for the benefit of the holders of the Public Shares (the “Trust Account”), as described in the Registration Statement;

       

      WHEREAS, following the closing of the IPO (the “IPO Closing”), the Company will seek to identify and consummate a Business Combination;

       

      WHEREAS, in connection with the IPO, the Sponsor and the Purchaser will purchase, in a private placement that will close simultaneously with the IPO Closing, Warrants which are identical to the Public Warrants except
        that they will be non-redeemable (in certain circumstances) and exercisable on a cashless basis so long as they are held by the Sponsor, the Purchaser or their respective permitted transferees (the “Private Placement Warrants”), for a
        purchase price of $1.00 per Private Placement Warrant;

        

      WHEREAS, the parties wish to enter into this Agreement, pursuant to which the Purchaser shall subscribe for and purchase (i) Class B Ordinary Shares, par value $0.0001 per share, of the Company (“Class B Ordinary
          Shares” and collectively with the Class A Ordinary Shares, the “Ordinary Shares”) at the IPO Closing and at the closing of the Business Combination from the Company (“Founder Shares”) and (ii) Private Placement Warrants
        (together with the Founder Shares, the “Subscribed Securities”) at the IPO Closing from the Company;

      

      

      WHEREAS, at the IPO Closing and at the closing of the Business Combination, as applicable, the Sponsor shall forfeit to the Company for repurchase and cancellation, for $0.0058 per share, and have no further right,
        title or interest in, a portion of the total number of its Class B Ordinary Shares equivalent to the Founder Shares purchased by the Purchaser at each such time (the “Cancellation”); and

      
        
          


      

      
       

      

      WHEREAS, the Company and the Sponsor intend for the purchase of Founder Shares and Private Placement Warrants as set forth herein to be made pursuant to Section 4(a)(1) and Section 4(a)(2) of the Securities Act of
        1933, as amended (the “Securities Act”), respectively.

        

      NOW, THEREFORE, in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for other good and valuable consideration, the receipt, sufficiency and adequacy
        of which are hereby acknowledged, the parties hereto agree as follows:

       

      1.          Sale and Purchase; Cancellation.

       

      (a)          Securities.

       

      (i)          Subject to the terms and conditions hereof, the Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company at the IPO Closing, and the Company agrees to issue
        and sell to the Purchaser at the IPO Closing, one hundred thousand (100,000) Private Placement Warrants, at a purchase price of $1.00 per warrant, for a total purchase price of $100,000 (the “Purchase Price”).

      

      

      (ii)          Subject to Section 2 below:

      

      

      	

            	A.	
              at the IPO Closing, the Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company hereby agrees to issue and sell, 175,000 Founder Shares to the Purchaser, for the Purchase Price set forth in
                clause C below; and

            


      

      

      	

            	B.	
              at the Business Combination Closing (as defined below) and provided the Business Combination Closing has occurred by the date that is 18 months (or up to 24 months if the period of time to consummate the Business Combination is extended
                as described in the Registration Statement) from the IPO Closing, the Purchaser hereby irrevocably subscribes for and agrees to purchase from the Company, and the Company hereby agrees to issue and sell, an additional 125,000 Founder Shares
                to the Purchaser less such number of shares subject to any Ownership Reduction (as defined below) (or to cause the target of the Business Combination or the successor registrant of the Company to issue and sell equivalent securities of the
                target of the Business Combination or the successor registrant of the Company to the Purchaser), for the Purchase Price set forth in clause C below.

            


      

      

      	

            	C.	
              In each case under clauses A and B above, the purchase price for the  Founder Shares shall be $0.0058 per share (the “Purchase Price”), and the aggregate Purchase Price for all Founder Shares shall be paid at the IPO Closing or
                the Business Combination

            


      

      

      
        	

              	

              	
                Closing, as applicable, by wire transfer of immediately available funds or other means approved by the Company.

              


      

      

      

      	

            	D.	
              Effective simultaneous with any purchase of Founder Shares by the Purchaser from the Company under this Section 1(a)(ii), the Sponsor hereby agrees it shall automatically forfeit to the Company for cancellation, for $0.0058 per share,
                and, other than its rights retained pursuant to Section 2(g), shall have no further right, title or interest in, a number of its Founder Shares equal to the number of Founder Shares so purchased by the Purchaser under this Section 1(a)(ii).

            


      
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      (iii)          The Purchaser acknowledges that the Subscribed Securities, and any securities of the Company that may be distributed to the Purchaser on account of the Subscribed Securities
        (collectively, the “Securities”), will be subject to restrictions on transfer as set forth in this Agreement.

      

      

      (iv)          The Company shall notify the Purchaser in writing of the anticipated date of the effectiveness of the Registration Statement (the “Effective Date”) at least three (3) Business
        Days (as defined below) prior to the Effective Date, and the Purchaser shall remit the Purchase Price for the Private Placement Warrants to the Company’s transfer agent (to be held in escrow pending the IPO Closing), by wire transfer of immediately
        available funds or other means approved by the Company, on the date that is one (1) Business Day prior to the Effective Date, or such other date as the Company and the Purchaser may agree upon in writing; provided,
          however, that if the actual number of Public Units offered and sold in the IPO is less than 5,000,000 or greater than 30,000,000, then the Purchaser shall not be obligated to remit the Purchase Price and purchase the Private Placement
        Warrants as set forth in Section 1(a)(i), and any of the Purchaser, the Company or the Sponsor may in its sole discretion terminate this Agreement, which shall be of no further force or effect.  As used herein, “Business Day” means any day,
        other than a Saturday or a Sunday, that is neither a legal holiday nor a day on which banking institutions are generally authorized or required by law or regulation to close in the City of New York, New York. If the IPO Closing has not occurred by
        the date that is seven (7) Business Days after the date on which the Purchaser remitted the balance of its Purchase Price to the Company’s transfer agent, then, unless the Purchaser otherwise agrees in writing, the Company will promptly cause its
        transfer agent to return such amounts to the Purchaser.  If the IPO Closing has not occurred by January 31, 2022, this Agreement shall terminate and be of no further force or effect.

      

      

      (v)          [Intentionally Omitted].

      

      

      (vi)          On the date of the IPO Closing, the Company shall issue to the Purchaser the number of Private Placement Warrants that it has purchased pursuant to Section 1(a)(i). On the Business
        Combination Closing, (A) the Purchaser shall deliver to the Company a schedule setting forth the number of Founder Shares to be purchased by the Purchaser at such closing (as set forth on Annex A hereto) and (B) the Company shall deliver to the
        Purchaser the number of Founder Shares purchased by the Purchaser pursuant to Section 1(a)(ii)(B).

      

      

      (b)          Closing Conditions.  The Purchaser’s obligation to purchase the Subscribed Securities and the Sponsor’s and the Company’s obligation to sell the Subscribed Securities to the
        Purchaser is conditioned upon satisfaction of the following conditions precedent (any or all of which may be waived by the Company, the Sponsor and the Purchaser in its sole discretion with respect to the other parties’ conditions):

      

      

      	

            	(i)	
              On the IPO Closing or the Business Combination Closing, as applicable, no legal, administrative or regulatory action, suit or proceeding shall be pending which seeks to restrain or prohibit the transactions contemplated by this
                Agreement; and

            


      

      

      	

            	(ii)	
              The representations and warranties of the Company, the Sponsor and the Purchaser, contained in this Agreement shall have been true and correct on the date of this Agreement and shall be true and correct on the IPO Closing or the Business
                Combination Closing, as applicable, as if made on the date of such closing (other than the representations and warranties set forth in Sections 4(b) and 4(h), which shall be true and correct as of the IPO Closing).

            


      

      

      (c)          Delivery of Securities.

       

      (i)          The Company shall register the Purchaser as the owner of the Private Placement Warrants with the Company’s transfer agent by book entry on or prior to the date of the IPO Closing
        (provided that prior to the Company’s appointment of a transfer agent it shall register the Purchaser as the owner of such securities in the Company’s register of members upon issuance thereof).

      
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      (ii)          Each register and book entry for the Securities shall contain a notation, and each certificate (if any) evidencing the Securities shall be stamped or otherwise imprinted with a legend
        (in addition to any other required legends, as applicable), in substantially the following form:

       

      “THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION
        OF SUCH ACT AND LAWS.

       

      THE SALE, PLEDGE, HYPOTHECATION, OR TRANSFER OF THE SECURITIES REPRESENTED HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF A CERTAIN SUBSCRIPTION AGREEMENT BY AND AMONG THE HOLDER AND THE OTHER PARTIES THERETO.
        COPIES OF SUCH AGREEMENT MAY BE OBTAINED UPON WRITTEN REQUEST TO THE SECRETARY OF THE COMPANY.”

       

      (d)          Legend Removal. Following the expiration of the transfer restrictions set forth in Section 6(a), if the Securities are eligible to be sold without restriction under  Rule 144 under the
        Securities Act of 1933, as amended (the “Securities Act”), or if they are registered for resale under the Securities Act pursuant to a shelf registration statement, then  the Company will use its reasonable best efforts to cause the
        Company’s transfer agent to remove the legend set forth in Section 1(c)(ii), subject to compliance by the Purchaser with the reasonable and customary procedures for such removal required by the Company or its transfer agent. In connection
        therewith, if required by the Company’s transfer agent, the Company will promptly cause an opinion of counsel to be delivered to and maintained with its transfer agent, together with any other authorizations, certificates and directions required by
        the transfer agent that authorize and direct the transfer agent to issue such Securities without any such legend.

        

      2.          Potential Forfeiture.

      

      

      (a)          If the Purchaser does not purchase at least 9.99% of the Public Shares sold by the Company in the IPO (excluding any Public Shares sold to the underwriter upon any exercise by the underwriters of the
        over-allotment option) and all of the 100,000 Private Placement Warrants being subscribed for pursuant to this Agreement, then the Purchaser shall automatically forfeit its right to purchase any of the Founder Shares from the Company pursuant to
        this Agreement and shall forfeit all right, title or interest in, any Founder Shares.

      

      

      (b)          The Purchaser’s right to purchase additional Founder Shares pursuant to Section 1(a)(ii)(B) above is subject to the following limitations (collectively, the “Ownership Reduction”):

      

      

      	

            	(i)	
              if the Purchaser does not enter into a binding commitment to purchase at least $25,000,000 Class A Ordinary Shares (or equivalent securities of the target of the Business Combination or the successor registrant of the Company) in a
                private placement financing that will close concurrently with Business Combination Closing, the number of Founder Shares that Purchaser shall be entitled to purchase pursuant to Section 1(a)(ii)(B) shall be reduced up to 125,000 Founder
                Shares on a pro rata basis.  By way of example and without limiting the foregoing, in the event the Purchaser enters into a binding commitment to purchase Class A Ordinary shares (or equivalent securities of the target of the Business
                Combination or the successor registrant of the Company) in a private placement financing that will close concurrently with the Business Combination Closing for an aggregate purchase price of $12,500,000, the Purchaser shall forfeit its
                right to purchase 62,500 Founder Shares, and would only have the right to purchase 62,500 Founders Shares; and

            


      
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            	(ii)	
              if immediately following the Business Combination Closing, (1) the Purchaser owns less than 100% but more than 50% of the 9.99% of the Public Shares sold by the Company in the IPO (including any Public Shares sold to the underwriter upon
                any exercise by the underwriters of the over-allotment option), then the Purchaser will forfeit up to 50,000 Founder Shares, on a pro rata basis (based on such percentage between 100% and 50%), or (2) the Purchaser owns less than 50% of the
                9.99% of the Public Shares sold by the Company in the IPO (including any Public Shares sold to the underwriter upon any exercise by the underwriters of the over-allotment option), then the Purchaser will forfeit 50,000 Founder Shares, plus
                up to 75,000 Founder Shares, on a pro rata basis (based on such percentage between 50% and 0%).  By way of example and without limiting the foregoing, (A) with respect to Section 2(b)(ii)(1) in the event that immediately following the
                Business Combination Closing the Purchaser owns 75% of the 9.99% of the Public Shares sold by the Company in the IPO, the Purchaser shall forfeit 25,000 Founder Shares, and (B) with respect to Section 2(b)(ii)(2) in the event that
                immediately following the Business Combination Closing the Purchaser owns 25% of the 9.99% of the Public Shares sold by the Company in the IPO, the Purchaser shall forfeit its right to purchase 50,000 Founder Shares plus 37,500 Founder
                Shares (50% of the additional 75,000 Founder Shares), for a total forfeiture of 87,500 Founder Shares.

            


      

      

      (c)          The Purchaser agrees that if, prior to a Business Combination, the Sponsor’s managing members deem it necessary in order to facilitate a Business Combination by the Company for the Sponsor to forfeit,
        transfer, exchange or amend the terms of all or any portion of the Founder Shares or to enter into any other arrangements with respect to the Founder Shares (including, without limitation, a transfer of the Sponsor’s membership interests
        representing an interest in any of the foregoing) to facilitate the consummation of such Business Combination (each, a “Founder Shares Change in Investment”), such Founder Shares Change in Investment shall apply pro rata to the Purchaser
        (the “Founder Shares Change in Investment Reduction”) and the Sponsor based on the relative number of Founder Shares to be held by each (including any Founder Shares reissued to the Sponsor pursuant to and in accordance with Section 2(d) and
        2(g)).  The foregoing Founder Shares Change in Investment Reduction shall be applied to cause Purchaser to forfeit or transfer the Founder Shares that Purchaser previously purchased pursuant to Section 1(a)(ii)(A).

      

      

      (d)          The Purchaser agrees that if, by reason of an Ownership Reduction or a Founder Shares Change in Investment Reduction, it has forfeited Founder Shares or the right to purchase Founder Shares, effective on
        the Business Combination Closing, the Purchaser shall forfeit such applicable Founder Shares and rights to purchase Founder Shares to the Company, which number of Founder Shares shall be reissued by the Company to the Sponsor; provided that the
        Purchaser shall not be required to forfeit more than 125,000 of the Founder Shares purchased pursuant to Section 1(a)(ii)(A) (such that the Purchaser shall in all circumstances be allowed to retain 50,000 Founder Shares purchased pursuant to
        Section 1(a)(ii)(A) (the “Minimum Share Amount”)).  By way of example and without limiting the foregoing, in the event 50% of the Sponsor’s Founder Shares are forfeited or transferred by the Sponsor as part of the Business Combination, the
        Purchaser is in such case to hold only up to 150,000 Founder Shares (reduced from 300,000 Founder Shares).  Such reduction of 150,000 Founder Shares from 300,000 Founder Shares shall be first applied to cause Purchaser to forfeit or transfer
        125,000 of the Founder Shares that Purchaser previously purchased pursuant to Section 1(a)(ii)(A), and the 25,000 balance of such potential reduction shall not apply.

      

      

      (e)          The Purchaser further agrees that if, prior to a Business Combination, the Sponsor’s managing members deem it necessary in order to facilitate a Business Combination by the Company for the Sponsor to
        forfeit, transfer, exchange or amend the terms of all or any portion of the Private Placement Warrants or to enter into any other arrangements with respect to the Private Placement Warrants (including, without limitation, a transfer of the
        Sponsor’s membership interests representing an interest in the Private Placement Warrants) to facilitate the consummation of such Business Combination (each, a “Private Placement Warrants Change in Investment”), such Private Placement
        Warrants Change in Investment shall apply pro rata to Purchaser (the “Private Placement Warrants Change in Investment Reduction”) and the Sponsor based on the relative number of Private Placement Warrants held by each.  By way of example and
        without limiting the foregoing, in the event 50% of the Sponsor’s Private Placement Warrants are forfeited or transferred by the Sponsor as part of such Business Combination, the Purchaser shall forfeit or transfer 50% of its Private Placement
        Warrants on substantially the same terms and conditions as the Sponsor, in which case the Private Placement Warrants Change in Investment Reduction shall equal 50%.

      
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      (f)          Solely by way of example to illustrate the provisions of Section 2, in the event (i) the Ownership Reduction is 50% and (ii) the Sponsor forfeited or transferred 50% of its Founder Shares and
        Private Placement Warrants to facilitate the consummation of a Business Combination so the Founder Shares Change in Investment Reduction is also 50%, then by reason of the Founder Shares Change in Investment Reduction the Purchaser’s potential
        300,000 Founder Shares shall first be subject to a 50% reduction of 150,000 Founder Shares that shall be first applied to cause the Purchaser to forfeit 125,000 of the 175,000 Founder Shares the Purchaser previously purchased pursuant to Section
        1(a)(ii)(A) (reducing such amount to 50,000, as not less than 50,000) and then, then, by reason of the 50% Ownership Reduction, the Purchaser shall be required to forfeit 62,500 out of its remaining 125,000 Founder Shares, with the Purchaser
        retaining the residual 62,500 of the Founder Shares purchased pursuant to Section 1(a)(ii)(B) (accordingly, the Purchaser retains a total of 112,500 Founder Shares).   In addition, the Private Placement Warrants Change in Investment Reduction is
        50%, so the Purchaser shall forfeit or transfer 50% of its Private Placement Warrants.  For the avoidance of doubt, in all situations the Purchaser shall not be required to forfeit and shall have the right to retain, from the Founder Shares
        purchased pursuant to Section 1(a)(ii), the Minimum Share Amount.

      

      

      (g)          The Company hereby agrees to reissue to the Sponsor, at the Purchase Price, a number of Founder shares equal to any Founder Shares or rights to purchase Founder Shares forfeited by the Purchaser, and the
        Sponsor hereby retains such right as a condition to and as consideration in connection with its Cancellation.  In addition, in connection with any concurrent forfeitures and sales of Founder Shares by and to the Purchaser under this Agreement, the
        Cancellation provisions under Section 1(a)(ii)(D) and the reissuance provisions of this Section 2(g) shall be netted against each other, with only the net effect on such Founder Shares applicable to the Sponsor.

      

      

      3.          Representations, Warranties and Covenants of the Purchaser.  The Purchaser represents and warrants to the Company as follows,
        as of the date hereof:

       

      (a)          Organization and Power.  The Purchaser is duly organized, validly existing, and in good standing under the laws of the jurisdiction of its formation and has all requisite power and authority to
        carry on its business as presently conducted and as proposed to be conducted.

       

      (b)          Authorization.  The Purchaser has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Purchaser, will constitute the valid and legally binding
        obligation of the Purchaser, enforceable against the Purchaser in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application
        affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

       

      (c)          Governmental Consents and Filings.  No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, any federal, state or local governmental
        authority is required on the part of the Purchaser in connection with the consummation of the transactions contemplated by this Agreement, except for filings pursuant to applicable securities laws, rules or regulations.

       

      (d)          Compliance with Other Instruments.  The execution, delivery and performance by the Purchaser of this Agreement and the consummation by the Purchaser of the transactions contemplated by this
        Agreement will not result in any violation or default (i) under any provisions of its organizational documents, (ii) under any instrument, judgment, order, writ or decree to which it is a party or by which it is bound, (iii) under any note,
        indenture or mortgage to which it is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which it is a party or by which it is bound or (v) under any provision of federal or state statute, rule or
        regulation applicable to the Purchaser, in each case (other than clause (i)), which would have a material adverse effect on the Purchaser’s ability to consummate the transactions contemplated by this Agreement.

      
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      (e)          Purchase Entirely for Own Account.  This Agreement is made with the Purchaser in reliance upon the Purchaser’s representation to the Company, which by the Purchaser’s execution of this Agreement,
        the Purchaser hereby confirms, that the Securities to be acquired by the Purchaser will be acquired for investment for the Purchaser’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof in
        violation of any state or federal securities laws, and that the Purchaser has no present intention of selling, granting any participation in, or otherwise distributing the same in violation of law. By executing this Agreement, the Purchaser further
        represents that the Purchaser does not presently have any contract, undertaking, agreement or arrangement with any Person (other than the Company) to sell, transfer or grant participations to such Person or to any third Person, with respect to any
        of the Securities. For purposes of this Agreement, “Person” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity or any government or any
        department or agency thereof.

       

      (f)          Disclosure of Information.  The Purchaser has had an opportunity to discuss the Company’s business, management, financial affairs and the terms and conditions of the offering of the Securities, as
        well as the terms of the Company’s proposed IPO, with the Company’s management.

       

      (g)          Restricted Securities.  The Purchaser understands that the offer and sale of the Securities to the Purchaser has not been and will not be registered under the Securities Act, by reason of a specific
        exemption from the registration provisions of the Securities Act which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of the Purchaser’s representations as expressed herein. The Purchaser
        understands that the Securities are “restricted securities” under applicable U.S. federal and state securities laws and that, pursuant to these laws, the Purchaser must hold the Securities indefinitely unless they are registered with the SEC and
        qualified by state authorities, or an exemption from such registration and qualification requirements is available. The Purchaser acknowledges that the Company has no obligation to register or qualify the Securities except pursuant to the
        Registration Rights Agreement.  The Purchaser further acknowledges that if an exemption from registration or qualification is available, it may be conditioned on various requirements including, but not limited to, the time and manner of sale, the
        holding period for the Securities, and on requirements relating to the Company which are outside of the Purchaser’s control, and which the Company is under no obligation and may not be able to satisfy. The Purchaser acknowledges that the Company
        has confidentially submitted the Registration Statement for its proposed IPO. The Purchaser understands that the offering of Securities and transactions contemplated hereunder are not and are not intended to be part of the IPO, and that the
        Purchaser will not be able to rely on the protection of Section 11 of the Securities Act with respect to its purchase of Securities hereunder.

       

      (h)          No Public Market.  The Purchaser understands that no public market now exists for the Securities, and that the Company has not made any assurances that a public market will ever exist for the
        Securities.

       

      (i)          High Degree of Risk.  The Purchaser understands that the purchase of the Private Placement Warrants involves a high degree of risk which could cause the Purchaser to lose all or part of its
        investment.

      

      

                 (j)          Accredited Investor.  The Purchaser is an accredited investor as defined in Rule 501(a) of Regulation D promulgated under the Securities Act.

       

      (k)          No General Solicitation.  Neither the Purchaser, nor any of its officers, directors, employees, agents, stockholders or partners has either directly or indirectly, including, through a broker or
        finder (i) to its knowledge, engaged in any general solicitation, or (ii) published any advertisement in connection with the offer and sale of the Securities.

       

      (m)          Adequacy of Financing. The Purchaser will, when such funds are due hereunder, have sufficient funds to satisfy its obligations under this Agreement.

      

      

      (o)          Registration Rights Agreement and Letter Agreement. The Purchaser agrees that in connection with the IPO, prior to or concurrent with the closing of the IPO, it shall enter into and deliver to the
        Company a Registration Rights Agreement (the “Registration Rights Agreement”) and a Letter Agreement (the “Letter Agreement”), each substantially in the form filed as an exhibit to the Registration Statement, with such provisions,
        rights and obligations as set forth in such Registration Rights Agreement and Letter Agreement and as more fully described in the Registration Statement.

      
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      (p)          No Other Representations and Warranties; Non-Reliance.  Except for the specific representations and warranties contained in this Section 3 and in any certificate or agreement delivered
        pursuant hereto, none of the Purchaser nor any person acting on behalf of the Purchaser nor any of the Purchaser’s affiliates (the “Purchaser Parties”) has made, makes or shall be deemed to make any other express or implied representation or
        warranty with respect to the Purchaser and this offering, and the Purchaser Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Company in Section 4 of this
        Agreement and in any certificate or agreement delivered pursuant hereto, the Purchaser Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Company, any person on behalf of
        the Company or any of the Company’s affiliates (collectively, the “Company Parties”) with respect to the transactions contemplated hereby.

       

      4.          Representations, Warranties and Covenants of the Company. The Company represents, warrants and covenants to the Purchaser as
        follows:

       

      (a)          Organization and Corporate Power.  The Company is incorporated and validly existing as an exempted company and in good standing under the laws of the Cayman Islands and has all requisite corporate
        power and authority to carry on its business as presently conducted and as proposed to be conducted.

       

      (b)          Capitalization. The authorized share capital of the Company consists, as of the date hereof:

       

      

      (i)           200,000,000 Class A Ordinary Shares, none of which is issued and outstanding.

      

      

      (ii)          20,000,000 Class B Ordinary Shares, 4,312,500 of which are issued and outstanding and held by the Sponsor and the other initial shareholders of the Company. All of the outstanding Class
        B Ordinary Shares have been duly authorized, are fully paid and nonassessable and were issued in compliance with all applicable federal and state securities laws.

       

      (iii)          1,000,000 preferred shares, none of which is issued and outstanding.

       

      (c)          Authorization.  All corporate action required to be taken by the Company’s Board of Directors and shareholders in order to authorize the Company to enter into this Agreement, and to issue the
        Private Placement Warrants, has been taken on or prior to the date hereof. All action on the part of the shareholders, directors and officers of the Company necessary for the execution and delivery of this Agreement, the performance of all
        obligations of the Company under this Agreement, and the issuance and delivery of the Private Placement Warrants has been taken on or prior to the date hereof. This Agreement, when executed and delivered by the Company, shall constitute the valid
        and legally binding obligation of the Company, enforceable against the Company in accordance with its terms except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, or other laws of general
        application relating to or affecting the enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

      

      

      (d)          Valid Issuance of Private Placement Warrants.

       

      (i)          The Private Placement Warrants, when issued, sold and delivered in accordance with the terms and for the consideration set forth in this Agreement, will be validly issued and fully paid,
        as applicable, and free of all preemptive or similar rights, taxes, liens, encumbrances and charges with respect to the issue thereof and restrictions on transfer other than restrictions on transfer specified under this Agreement, applicable state
        and federal securities laws and liens or encumbrances created by or imposed by the Purchaser. Assuming the accuracy of the representations of the Purchaser in this Agreement and subject to the filings described in Section 4(e) below, the
        Private Placement Warrants will be issued in compliance with all applicable federal and state securities laws, rules and regulations.

      
        8

        
          


      

      

      

      (ii)          No “bad actor” disqualifying event described in Rule 506(d)(1)(i)-(viii) of the Securities Act (a “Disqualification Event”) is applicable to the Company or, to the Company’s
        knowledge, any Company Covered Person (as defined below), except for a Disqualification Event as to which Rule 506(d)(2)(ii–iv) or (d)(3), is applicable. “Company Covered Person” means, with respect to the Company as an “issuer” for purposes
        of Rule 506 promulgated under the Securities Act, any Person listed in the first paragraph of Rule 506(d)(1).

       

      (e)          IPO.

      

      

      (i)          The Company has provided to the Purchaser, and will at all times prior to the consummation of the IPO promptly provide to the Purchaser, copies of all correspondence sent by the Company
        to, or received by the Company from, the SEC.

      

      

      (ii)          The offers and sales of securities in the IPO will be made pursuant to an effective Registration Statement and otherwise in compliance with the Securities Act and the rules and
        regulations promulgated thereunder and applicable state securities laws, rules and regulations.

      

      

      (f)          Governmental Consents and Filings.  Assuming the accuracy of the representations made by the Purchaser in this Agreement, no consent, approval, order or authorization of, or registration,
        qualification, designation, declaration or filing with, any federal, state or local governmental authority is required on the part of the Company in connection with the consummation of the transactions contemplated by this Agreement, except for
        filings pursuant to Regulation D of the Securities Act and applicable state securities laws, if any.

       

      (g)          Compliance with Other Instruments.  The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in any violation
        or default (i) under any provisions of the Memorandum and Articles of Association, bylaws or other governing documents of the Company, (ii) under any instrument, judgment, order, writ or decree to which the Company is a party or by which it is
        bound, (iii) under any note, indenture or mortgage to which the Company is a party or by which it is bound, (iv) under any lease, agreement, contract or purchase order to which the Company is a party or by which it is bound or (v) under any
        provision of federal or state statute, rule or regulation applicable to the Company, in each case (other than clause (i)) which would have a material adverse effect on the Company or its ability to consummate the transactions contemplated by this
        Agreement.

       

      (h)          Operations. As of the date hereof, the Company has not conducted, and prior to the IPO Closing the Company will not conduct, any operations other than organizational activities and activities in
        connection with offerings of the Securities.

       

      (i)          Foreign Corrupt Practices. Neither the Company, nor any director, officer, agent, employee or other Person acting on behalf of the Company has, in the course of its actions for, or on behalf of, the
        Company (i) used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; (ii) made any direct or indirect unlawful payment to any foreign or domestic government official or
        employee from corporate funds; (iii) violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended; or (iv) made any unlawful bribe, rebate, payoff, influence payment, kickback or other unlawful payment
        to any foreign or domestic government official or employee.

       

      (j)          Compliance with Anti-Money Laundering Laws. The operations of the Company are and have been conducted at all times in compliance with applicable financial recordkeeping and reporting requirements
        and all other applicable U.S. and non-U.S. anti-money laundering laws and regulations, including, but not limited to, those of the Currency and Foreign Transactions Reporting Act of 1970, as amended, the USA Patriot Act of 2001 and the applicable
        money laundering statutes of all applicable jurisdictions, the rules and regulations thereunder and any related or similar rules, regulations or guidelines, issued, administered or enforced by any governmental agency (collectively, the “Anti-Money
          Laundering Laws”), and no action, suit or proceeding by or before any court or governmental agency, authority or body or any arbitrator involving the Company with respect to the Anti-Money Laundering Laws is pending or, to the knowledge of
        the Company, threatened.

      
        9

        
          


      

      

      

      (k)          Absence of Litigation. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the
        knowledge of the Company, threatened against or affecting the Company or any of the Company’s officers or directors, whether of a civil or criminal nature or otherwise, in their capacities as such.

       

      (l)          No General Solicitation.  Neither the Company, nor any of its officers, managers, employees, agents or members has either directly or indirectly, including, through a broker or finder (i) engaged in
        any general solicitation or (ii) published any advertisement in connection with the offer and sale of the Private Placement Warrants.

       

      (m)          Non-Public Information. The Company represents and warrants that none of the information conveyed to the Purchaser in connection with the transactions contemplated by this Agreement will constitute
        material non-public information of the Company upon the effectiveness of the Registration Statement.

       

      (n)                             No Other Representations and Warranties; Non-Reliance.  Except for the specific representations and warranties contained in this Section 4 and in any certificate or
        agreement delivered pursuant hereto, none of the Company Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Company or the offering of Securities hereunder, and the Company
        Parties disclaim any such representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the
        Company Parties specifically disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

       

      5.          Representations, Warranties and Covenants of the Sponsor.  The Sponsor represents, warrants and covenants as follows:

      

      

      (a)          Organization and Power.  The Sponsor is duly organized, validly existing, and in good standing under the laws of its jurisdiction of its formation and has all requisite power and authority to carry
        on its business as presently conducted and as proposed to be conducted.

      

      

      (b)          Authorization.  The Sponsor has full power and authority to enter into this Agreement. This Agreement, when executed and delivered by the Sponsor, will constitute the valid and legally binding
        obligation of the Sponsor, enforceable against the Sponsor in accordance with its terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and any other laws of general application
        affecting enforcement of creditors’ rights generally or (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies.

      

      

      (c)          Encumbrances.  The Founder Shares to be sold to the Purchaser (i) are owned by the Sponsor free and clear of any security interests, liens, claims or other encumbrances, subject only to restrictions
        upon transfer under the Securities Act and any applicable state securities laws and as described in the Registration Statement, (ii) are subject to certain transfer restrictions as set forth in the Registration Statement, and (iii) will not subject
        the Purchaser to personal liability upon its acquisition of such Founder Shares by reason of being a holder of such Founder Shares.

      

      

      (d)          No Other Representations and Warranties; Non-Reliance.  Except for the specific representations and warranties contained in this Section 5 and in any certificate or agreement delivered pursuant
        hereto, none of the Sponsor Parties has made, makes or shall be deemed to make any other express or implied representation or warranty with respect to the Sponsor or the offering of Securities hereunder, and the Sponsor Parties disclaim any such
        representation or warranty. Except for the specific representations and warranties expressly made by the Purchaser in Section 3 of this Agreement and in any certificate or agreement delivered pursuant hereto, the Sponsor Parties specifically
        disclaim that they are relying upon any other representations or warranties that may have been made by the Purchaser Parties.

      
        10

        
          


      

      

      

      6.          Additional Agreements and Acknowledgements of the Purchaser.

       

      (a)          Transfer Restrictions.  The Purchaser agrees that it shall not Transfer (as defined below) (i) any Founder Shares (or any Class A Ordinary Shares issuable upon conversion of the Founder Shares)
        until the earlier of (A) one year after the closing of the Business Combination (the “Business Combination Closing”) and (B) the date following the Business Combination Closing on which the Company completes a liquidation, merger, share
        exchange or other similar transaction that results in all of the Company’s shareholders having the right to exchange their Class A Ordinary Shares for cash, securities or other property (such period, the “Lock-up Period”) or (ii) any Private
        Placement Warrants (or any shares of Class A Ordinary Shares issuable upon exercise of the Private Placement Warrants) until 30 days after the Business Combination Closing. Notwithstanding the foregoing, if subsequent to a Business Combination, the
        closing price of the Class A Ordinary Shares equals or exceeds $12.00 per share (as adjusted for share splits, share dividends, reorganizations, recapitalizations and the like) for any twenty (20) trading days within any thirty (30) trading day
        period commencing at least one hundred and fifty (150) days after the Business Combination Closing, the Founder Shares shall be released from the lockup referenced in this Section 6(a). Notwithstanding the first sentence hereinabove,
        Transfers of the Securities are permitted (i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers or directors, any members of the Sponsor or their affiliates, or any affiliates of the Sponsor,
        (ii) in the case of an individual, by gift to a member of one of the individual’s immediate family or to a trust, the beneficiary of that is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization,
        (iii) in the case of an individual, by virtue of laws of descent and distribution upon death of the individual, (iv) in the case of an individual, pursuant to a qualified domestic relations order, (v) by private sales or in connection with the
        consummation of the Business Combination at prices no greater than the price at which the applicable securities were originally purchased, (vi) by virtue of the laws of the Cayman Islands or the limited liability company agreement of the Sponsor
        upon dissolution of the Sponsor, (vii) in the event of the Company’s liquidation prior to the completion of the Business Combination, (viii) to the Company for no value for cancellation in connection with the consummation of the Business
        Combination, or (ix) in the event of the Company’s completion of a liquidation, merger, share exchange or other similar transaction which results in all of the shareholders having the right to exchange their Class A Ordinary Shares for cash,
        securities or other property subsequent to the completion of the Business Combination; provided, however, that in the case of clauses (i) through (ix), these permitted transferees must enter into a written agreement agreeing to be bound by the
        terms of this Agreement, including the forfeiture provisions of Section 2 and these transfer restrictions. As used in this Agreement, “Transfer” shall mean the (x) sale or assignment 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 Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations of the SEC promulgated thereunder) with respect to, any of the Securities; (y) 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 of the Securities, whether any such transaction is to be settled by delivery of such Securities, in cash or
        otherwise, or (z) public announcement of any intention to effect any transaction specified in clause (x) or (y); provided further, that this Section 6(a) shall not prohibit the Purchaser from effecting a Short Sale (as defined below) with
        securities that do not constitute “Securities” under this Agreement.

       

      (b)          Trust Account.

       

      (i)          The Purchaser hereby acknowledges that it is aware that the Company will establish the Trust Account for the benefit of its public shareholders upon the IPO Closing. The Purchaser hereby
        agrees that it 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, except for redemption and liquidation rights, if any,
        the Purchaser may have in respect of any Public Shares held by it.

      
        11

        
          


      

      

      

      (ii)          The Purchaser hereby agrees that it shall have 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, except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it. In the
        event the Purchaser has any Claim against the Company under this Agreement, the Purchaser 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,
        except for redemption and liquidation rights, if any, the Purchaser may have in respect of any Public Shares held by it.

      

      

      (c)          No Short Sales.  The Purchaser hereby agrees that neither it, nor any person or entity acting on its behalf, will engage in any Short Sales with respect to securities of the Company prior to the
        closing of the Business Combination. For purposes of this Section 6(c), “Short Sales” shall include, without limitation, all “short sales” as defined in Rule 200 promulgated under Regulation SHO under the Exchange Act, and all types of
        direct and indirect share pledges (other than pledges in the ordinary course of business as part of prime brokerage arrangements), forward sale contracts, options, puts, calls, swaps and similar arrangements (including on a total return basis).

      

      

      (d)                          Use of Purchaser’s Name. Neither the Company nor the Sponsor will, without the written consent of the Purchaser in each instance, use in advertising, publicity or otherwise the name
        of the Purchaser or any of its affiliates, or any director, officer or employee of the Purchaser, nor any trade name, trademark, trade device, service mark, symbol or any abbreviation, contraction or simulation thereof owned by the Purchaser or its
        affiliates or any information relating to the business or operations of the Purchaser or its affiliates (including, for the avoidance of doubt, any investment vehicles, funds or accounts managed thereby). Notwithstanding the foregoing, the Company
        may disclose (i) Purchaser’s name and information concerning the Purchaser (A) to the extent required by law, regulation or regulatory request, including in the Registration Statement or (B) to the Company’s lawyers, independent accountants and to
        other advisors and service providers who reasonably require Purchaser’s information in connection with the provision of services to the Company, are advised of the confidential nature of such information and are obligated to keep such information
        confidential, and (ii) Purchaser’s name and the terms of this Agreement to the other Subscription Parties. The Company and the Sponsor agree to provide to the Purchaser for Purchaser’s review any disclosure in any registration statement, proxy
        statement or other document in advance of the submission, filing or disclosure of such document in connection with the transactions contemplated by this Agreement with respect to the Purchaser or any of its affiliates, and will not make any such
        submission, filing or disclosure without including any revisions reasonably requested in writing by the Purchaser or to the extent the Purchaser has a good faith objection to such submission, filing or disclosure.

         

      (e)          Stock Exchange Listing. The Company will use commercially reasonable efforts to effect and maintain the listing of the Class A Ordinary Shares and Warrants on The Nasdaq Global Market (or another
        national securities exchange) until the third anniversary of the Business Combination Closing.

      

      

      7.          General Provisions.

       

      (a)          Notices.  All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively given upon the earlier of actual receipt, or (i) personal
        delivery to the party to be notified, (ii) when sent, if sent by electronic mail or facsimile (if any) during normal business hours of the recipient, and if not sent during normal business hours, then on the recipient’s next Business Day,
        (iii) five (5) Business Days after having been sent by registered or certified mail, return receipt requested, postage prepaid, or (iv) one (1) Business Day after deposit with a nationally recognized overnight courier, freight prepaid, specifying
        next Business Day delivery, with written verification of receipt. All communications sent to the Company shall be sent to: Blue Ocean Acquisition Corp., 2 Wisconsin Circle, 7th Floor, Chevy Chase, MD 20815, Attention: Stuart D. Karle, Email:
        skarle@boacquisition.com, with a copy to Sidley Austin LLP, Sidley Austin LLP, 787 7th Avenue, New York, NY 10019, Attention:  Samir A. Gandhi, Esq., Email: sgandhi@sidley.com and Jon W. Daly, Esq., Email: jdaly@sidley.com.

      
        12

        
          


      

      

      

                 All communications to the Purchaser shall be sent to the Purchaser’s mailing address or email address as set forth on the signature page hereto, or to such email address, facsimile number (if any) or address as subsequently modified
        by written notice given in accordance with this Section 7(a).

       

      (b)          No Finder’s Fees.  Each party represents that it neither is nor will be obligated for any finder’s fee or commission in connection with this transaction. The Purchaser agrees to indemnify and to
        hold harmless the Company from any liability for any commission or compensation in the nature of a finder’s or broker’s fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for
        which the Purchaser or any of its officers, employees or representatives are responsible. The Company agrees to indemnify and hold harmless the Purchaser from any liability for any commission or compensation in the nature of a finder’s or broker’s
        fee arising out of this transaction (and the costs and expenses of defending against such liability or asserted liability) for which the Company or any of its officers, employees or representatives is responsible.

       

      (c)          Survival of Representations and Warranties.  All of the representations and warranties contained herein shall survive the consummation of the transactions contemplated by this Agreement.

       

      (d)          Entire Agreement.  This Agreement, together with any other documents, instruments and writings that are delivered pursuant hereto or referenced herein, 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.

        

      (e)          Successors.  All of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure to the benefit of and are enforceable by, the parties
        hereto and their respective successors. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations or liabilities
        under or by reason of this Agreement, except as expressly provided in this Agreement.

       

      (f)          Assignments.  Except as otherwise specifically provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations hereunder without the prior written
        approval of the other party.

       

      (g)          Counterparts.  This Agreement may be executed in one or more counterparts, all of which when taken together shall be considered one and the same agreement and shall
          become effective when counterparts have been signed by each party and delivered to the other party, it being understood that both parties need not sign the same counterpart.  In the event that any signature is delivered by facsimile transmission
          or any other form of electronic delivery, such signature shall create a valid and binding obligation of the party executing (or on whose behalf such signature is executed) with the same force and effect as if such signature page were an original
          thereof.  The words “execution,” “signed,” “signature,” and words of like import in this Agreement or in any other certificate, agreement or document related to this Agreement shall include images of manually executed signatures transmitted by
          facsimile or other electronic format (including, without limitation, “pdf”, “tif” or “jpg”) and other electronic signatures (including, without limitation, DocuSign and AdobeSign).  The use of electronic signatures and electronic records
          (including, without limitation, any contract or other record created, generated, sent, communicated, received, or stored by electronic means) shall be of the same legal effect, validity and enforceability as a manually executed signature or use
          of a paper-based record-keeping system to the fullest extent permitted by applicable law, including the Federal Electronic Signatures in Global and National Commerce Act, the New York State Electronic Signatures and Records Act and any other
          applicable law, including, without limitation, any state law based on the Uniform Electronic Transactions Act or the Uniform Commercial Code.

      

      

      (h)          Headings.  The section headings contained in this Agreement are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

      
        13

        
          


      

      

      

      

      

      (i)          Governing Law.  This Agreement, 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. 

      

      

      (j)          Jurisdiction.  The parties hereby irrevocably and unconditionally (i) submit to the jurisdiction of the state courts of New York and the United States District Court for the Southern District of New
        York for the purpose of any suit, action or other proceeding arising out of or based upon this Agreement, (ii) agree not to commence any suit, action or other proceeding arising out of or based upon this Agreement except in state courts of New York
        or the United States District Court for the Southern District of New York, and (iii) waive, and agree not to assert, by way of motion, as a defense, or otherwise, in any such suit, action or proceeding, any claim that it is not subject personally
        to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that the suit, action or proceeding is brought in an inconvenient forum, that the venue of the suit, action or proceeding is improper
        or that this Agreement or the subject matter hereof may not be enforced in or by such court.

       

      (k)          WAIVER OF JURY TRIAL.  THE PARTIES HERETO HEREBY WAIVE ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION PURSUANT
          TO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED HEREBY.

       

      (l)          Amendments.  This Agreement may not be amended, modified or waived as to any particular provision, except with the prior written consent of the Company and the Purchaser.

       

      (m)                             Severability.  The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect the validity or enforceability of
        the other provisions hereof; provided that if any provision of this Agreement, as applied to any party hereto or to any circumstance, is adjudged by a governmental authority, arbitrator, or mediator not to be enforceable in accordance with its
        terms, the parties hereto agree that the governmental authority, arbitrator, or mediator making such determination will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to delete
        specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.

       

      (n)          Expenses.  Each of the Company and the Purchaser will bear its own costs and expenses incurred in connection with the preparation, execution and performance of this Agreement and the consummation of
        the transactions contemplated hereby, including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants. The Company shall be responsible for the fees of its transfer agent, stamp taxes and all of The
        Depository Trust Company’s fees associated with the issuance of the Securities and the securities issuable upon conversion or exercise of the Securities.

       

      (o)          Construction.  The parties hereto have participated jointly in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement will be
        construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring any party hereto because of the authorship of any provision of this Agreement. Any reference to any federal, state,
        local, or foreign law will be deemed also to refer to law as amended and all rules and regulations promulgated thereunder, unless the context requires otherwise. The words “include,” “includes,” and “including” will be deemed to be followed by
        “without limitation.” Pronouns in masculine, feminine, and neuter genders will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice versa, unless the context otherwise requires.
        The words “this Agreement,” “herein,” “hereof,” “hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and not to any particular subdivision unless expressly so limited. The parties hereto intend that each
        representation, warranty, and covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another
        representation, warranty or covenant relating to the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract from or mitigate the fact that such party hereto is in breach of
        the first representation, warranty, or covenant.

      
        14

        
          


      

      

      

      (p)          Waiver.  No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, may be deemed to extend to any prior or subsequent
        default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising because of any prior or subsequent occurrence.

       

      (q)          Specific Performance.  Each party hereto agrees that irreparable damage may occur in the event any provision of this Agreement was not performed by the other party hereto in accordance with the
        terms hereof and that the such party shall be entitled to specific performance of the terms hereof, in addition to any other remedy at law or equity.

       

      (r)          Confidentiality.  Except as may be required by law, regulation or applicable stock exchange listing requirements (but subject in any case to the provisions of Section 6(d) hereof), unless
        and until the transactions contemplated hereby and the terms hereof are publicly announced or otherwise publicly disclosed by the Company, the parties hereto shall keep confidential and shall not publicly disclose the existence or terms of this
        Agreement.  Notwithstanding the foregoing, the Purchaser shall be permitted to disclose any information to its affiliates and its and their respective directors, officers, employees, advisors, director or indirect owners, agents and
        representatives, in each case so long as such person or entity has been advised of the confidentiality obligations hereunder; provided that the Purchaser shall be liable for any breach of such confidentiality obligations by any such person or
        entity.

      

      

      (s)          Tax Treatment.  The parties hereto intend, for U.S. federal income tax purposes, that the issuance and sale of the Subscribed Securities by the Company (or, as applicable, the target of the Business
        Combination or the successor registrant of the Company) to the Purchaser is solely in exchange for contributions by the Purchaser of funds to the capital of the Company (or, as applicable, the target of the Business Combination or the successor
        registrant of the Company) (the “Intended Tax Treatment”).  The parties hereto agree not to take any tax reporting position inconsistent with the Intended Tax Treatment unless required to do so by a final determination as defined in Section
        1313 of the U.S. Internal Revenue Code of 1986, as amended (the “Code”); provided, however, that nothing in this Section 7(s) shall prevent any party or the Company
        from (i) settling any proposed deficiency or adjustment by any tax authority based upon or arising out of the Intended Tax Treatment, or (ii) require any party or the Company to litigate before any court of competent jurisdiction any proposed
        deficiency or adjustment by any tax authority challenging the Intended Tax Treatment.

      

      

      (t)          QEF Election; Tax Information.  For years prior to the year in which the Business Combination Closing occurs (the “Pre-Business Combination Years”) the Company shall use commercially reasonable
        efforts to determine whether, in any year, the Company (or any subsidiary of the Company) is deemed to be a “passive foreign investment company” (a “PFIC”) or a “controlled foreign corporation” (a “CFC”) within the meaning of the Code
        and the regulations promulgated thereunder, and shall notify the Purchaser if the Company (or any subsidiary of the Company) is deemed to be a PFIC or CFC.  If the Company determines that the Company (or any subsidiary of the Company) is a PFIC in
        any Pre-Business Combination Year, for the year of determination and for each year thereafter that the Company is a PFIC and during which the Investor holds an equity interest in the Company, the Company shall use commercially reasonable efforts to
        (i) make available to the Purchaser the information that may be required to make or maintain a “qualified electing fund” election under the Code with respect to the Company (or any subsidiary of the Company, as applicable) and (ii) furnish the
        information required to be reported under Section 1298(f) of the Code or under any other applicable tax law.

       

      [Signature page follows]

      
        15

        
          


      

      IN WITNESS WHEREOF, the undersigned have executed this Agreement to be effective as of the date first set forth above.

       

      	
               

            	
              COMPANY:

            
	
               

            	
               

            
	
               

            	
              BLUE OCEAN ACQUISITION CORP

            
	
               

            	
               

            
	
               

            	
              By:

            	
              /s/ Paul Bascobert

            
	
               

            	
              Name: Paul Bascobert

            
	
               

            	
              Title: Chief Executive Officer

            
	
               

            	
               

            
	
               

            	
              SPONSOR:

            
	
               

            	
               

            
	
               

            	
              BLUE OCEAN SPONSOR LLC

            
	
               

            	
               

            
	
               

            	
              By:

            	
              /s/ Paul Bascobert

            
	
               

            	
              Name: Paul Bascobert

            
	
               

            	
              Title: Chief Executive Officer

            


       

      

      

      
        16

        
          


      

      

      

      	
               

            	
              PURCHASER:

            
	 	 
	 	
              APOLLO SPAC FUND I, L.P.

            
	 	 
	 	
              By: Apollo SPAC Advisors I, L.P., its general partner

            
	 	
              By: Apollo SPAC Advisors I GP, LLC, its general partner

            
	
               

            	
               

            
	
               

            	
              By: 

            	
              /s/ Joseph D. Glatt

            
	
               

            	
              Name: 

            	
              Joseph D. Glatt

            
	
               

            	
              Title: 

            	
              Vice President

            
	 	 
	 	
              Purchaser’s Address for Notices:

            
	 	 
	 	
              c/o Apollo Capital Management,

            
	 	
              L.P 9 West 57th Street, 37th Floor

            
	 	
              New York, NY 10019

            


      

      

      
        17

        
          


      

      Annex A

      

      

      Schedule

      

      

      	 	 	
              Number of Subscribed Securities

            	 	
              Aggregate Purchase Price

            
	
              Founder Shares

            	 	 	 	
              $

            


      

      

      Date of Closing:

      

      

      At the Business Combination Closing, this schedule will be updated to reflect the number of Initial Founder Shares to be purchased at such closing and the aggregate purchase price.