Exhibit 10.6

   

  PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT

   

  THIS PRIVATE PLACEMENT
    WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”),
    dated as of [-], 2021, is entered into by and between Blue Ocean Acquisition Corp, a Cayman Islands exempted company (the “Company”),
    and Blue Ocean Sponsor LLC, a Cayman Islands limited liability company (the “Purchaser”).

   

  WHEREAS, the Company intends
    to consummate an initial public offering of the Company’s units (the “Public Offering”), each unit consisting
    of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Share”), and one-half of
    one redeemable warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share,
    as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission
    (the “SEC”), File Number 333-260889, under the Securities Act of 1933, as amended (the “Securities
      Act”).

   

  WHEREAS, the Purchaser
    has agreed to purchase an aggregate of 7,650,000 warrants (and up to 900,000 additional warrants if the underwriter in the Public
    Offering exercises its option to purchase additional units in full) (the “Private Placement Warrants”), each
    Private Placement Warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share, at a price of $1.00
    per warrant.

   

  NOW THEREFORE, in consideration
    of the mutual promises contained in this Agreement and other good and valuable consideration, the receipt and sufficiency of which
    are hereby acknowledged, the parties to this Agreement hereby, intending legally to be bound, agree as follows:

   

  AGREEMENT

   

  Section 1.            Authorization,
        Purchase and Sale; Terms of the Private Placement Warrants.

   

  A.           Authorization
      of the Private Placement Warrants. The Company has duly authorized the issuance and sale of the Private Placement Warrants
    to the Purchaser.

   

  B.            Purchase
      and Sale of the Private Placement Warrants.

   

  (i)       On
    the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue and sell
    to the Purchaser, and the Purchaser shall purchase from the Company, 7,650,000 Private Placement Warrants at a price of $1.00 per
    warrant for an aggregate purchase price of $7,650,000 (the “Purchase Price”). The Purchaser shall pay the Purchase
    Price by wire transfer of immediately available funds, to accounts designated by the Company, including to the trust account (the
    “Trust Account”), at a financial institution to be chosen by the Company, maintained by Continental Stock Transfer
    & Trust Company, acting as trustee, in accordance with the Company’s wiring instructions, at least one business day prior
    to the IPO Closing Date. On the IPO Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the
    Company, at its option, shall deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered
    in the Purchaser’s name to the Purchaser or effect such delivery in book-entry form.

   

  
  
     

  

  
     

  

  
   

  (ii)       On
    the date of the closing of the option to purchase additional units, if any, in connection with the Public Offering or on such earlier
    time and date as may be mutually agreed by the Purchaser and the Company (the “Option Closing Date”, and each
    Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”), the Company shall issue and sell to
    the Purchaser, and the Purchaser shall purchase from the Company, up to 900,000 Private Placement Warrants (or, to the extent the
    option to purchase additional units is not exercised in full, a lesser number of Private Placement Warrants in proportion to portion
    of the option that is exercised) at a price of $1.00 per warrant for an aggregate purchase price of up to $900,000 (the “Option
      Purchase Price”). The Purchaser shall pay the Option Purchase Price in accordance with the Company’s wire instruction
    by wire transfer of immediately available funds to the Trust Account, at least one business day prior to the Option Closing Date.
    On the Option Closing Date, subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its
    option, deliver a certificate evidencing the Private Placement Warrants purchased on such date duly registered in the Purchaser’s
    name to the Purchaser or effect such delivery in book-entry form.

   

  C.           Terms
      of the Private Placement Warrants.

   

  (i)       Each
    Private Placement Warrant shall have the terms set forth in a Warrant Agreement to be entered into by the Company and a warrant
    agent on the IPO Closing Date in connection with the Public Offering (the “Warrant Agreement”) and shall be
    subject to the terms of a letter agreement to be entered into on the IPO Closing Date in connection with the Public Offering by
    the Company, the Purchaser and the other parties thereto (the “Insider Agreement”).

   

  (ii)       On
    the IPO Closing Date, the Company and the Purchaser shall enter into a registration rights agreement (the “Registration
      Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser relating to
    the Private Placement Warrants and the Shares underlying the Private Placement Warrants.

   

  Section 2.           Representations
        and Warranties of the Company. As a material inducement to the Purchaser to enter into this Agreement and purchase the
    Private Placement Warrants, the Company hereby represents and warrants to the Purchaser (which representations and warranties shall
    survive each Closing Date) that:

   

  A.       Incorporation
      and Corporate Power. The Company is an exempted company duly incorporated, validly existing and in good standing under the
    laws of the Cayman Islands and is qualified to do business in every jurisdiction in which the failure to so qualify would reasonably
    be expected to have a material adverse effect on the financial condition, operating results or assets of the Company. The Company
    possesses all requisite corporate power and authority necessary to carry out the transactions contemplated by this Agreement and
    the Warrant Agreement.

   

  
  
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  B.       Authorization;
      No Breach.

   

  (i)       The
    execution, delivery and performance of this Agreement and the Private Placement Warrants have been duly authorized by the Company
    as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with
    its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability
    relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity
    or law). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the
    Private Placement Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms
    as of the Closing Date.

   

  (ii)       The
    execution and delivery by the Company of this Agreement and the Private Placement Warrants, the issuance and sale of the Private
    Placement Warrants, the issuance of the Shares upon exercise of the Private Placement Warrants and the fulfillment of and compliance
    with the respective terms hereof and thereof by the Company, do not and will not as of the Closing Date (a) conflict with or result
    in a breach of the terms, conditions or provisions of, (b) constitute a default under, (c) result in the creation of any lien,
    security interest, charge or encumbrance upon the Company’s share capital or assets under, (d) result in a violation of,
    or (e) require any authorization, consent, approval, exemption or other action by or notice or declaration to, or filing with,
    any court or administrative or governmental body or agency pursuant to the memorandum and articles of association of the Company
    (in effect on the date hereof or as may be amended prior to completion of the Public Offering) or any material law, statute, rule
    or regulation to which the Company is subject, or any agreement, order, judgment or decree to which the Company is subject, except
    for any filings required after the date hereof under federal or state securities laws.

   

  C.       Title
      to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon
    registration in the Company’s register of members, the Shares issuable upon exercise of the Private Placement Warrants will
    be duly and validly issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares
    issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with,
    and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members,
    the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such
    Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions
    hereunder and under the other agreements contemplated hereby, including the Insider Agreement, (ii) transfer restrictions under
    federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

   

  D.       Governmental
      Consents. No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is
    required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the
    Company of any other transactions contemplated hereby.

   

  
  
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  E.            Regulation
      D Qualification. Neither the Company nor, to its actual knowledge, any of its affiliates, members, officers, directors or beneficial
    shareholders of 20% or more of its outstanding securities, has experienced a disqualifying event as enumerated pursuant to Rule
    506 (d) of Regulation D under the Securities Act.

   

  Section 3.           Representations
        and Warranties of the Purchaser. As a material inducement to the Company to enter into this Agreement and issue and sell
    the Private Placement Warrants to the Purchaser, the Purchaser hereby represents and warrants to the Company (which representations
    and warranties shall survive each Closing Date) that:

   

  A.           Organization
      and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions
    contemplated by this Agreement.

   

  B.           Authorization;
      No Breach.

   

  (i)       This
    Agreement constitutes a valid and binding obligation of the Purchaser, enforceable in accordance with its terms, subject to bankruptcy,
    insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting
    creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law).

   

  (ii)       The
    execution and delivery by the Purchaser of this Agreement and the fulfillment of and compliance with the terms hereof by the Purchaser
    does not and shall not as of each Closing Date (a) conflict with or result in a breach by the Purchaser of the terms, conditions
    or provisions of, (b) constitute a default under, (c) result in the creation of any lien, security interest, charge or encumbrance
    upon the Purchaser’s equity or assets under, (d) result in a violation of, or (e) require authorization, consent, approval,
    exemption or other action by or notice or declaration to, or filing with, any court or administrative or governmental body or agency
    pursuant to the Purchaser’s organizational documents in effect on the date hereof or as may be amended prior to completion
    of the contemplated Public Offering, or any material law, statute, rule or regulation to which the Purchaser is subject, or any
    agreement, instrument, order, judgment or decree to which the Purchaser is subject, except for any filings required after the date
    hereof under federal or state securities laws.

   

  C.           Investment
      Representations.

   

  (i)       The
    Purchaser is acquiring the Private Placement Warrants and, upon exercise of the Private Placement Warrants, the Shares issuable
    upon such exercise (collectively, the “Securities”) for its own account, for investment purposes only and not
    with a view towards, or for resale in connection with, any public sale or distribution thereof.

   

  (ii)       The
    Purchaser is an “accredited investor” as such term is defined in Rule 501(a)(3) of Regulation D under the Securities
    Act, and the Purchaser has not experienced a disqualifying event as enumerated pursuant to Rule 506(d) of Regulation D under the
    Securities Act.

   

  
  
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  (iii)       The
    Purchaser understands that the Securities are being offered and will be sold to it in reliance on specific exemptions from the
    registration requirements of the United States federal and state securities laws and that the Company is relying upon the truth
    and accuracy of, and the Purchaser’s compliance with, the representations and warranties of the Purchaser set forth herein
    in order to determine the availability of such exemptions and the eligibility of the Purchaser to acquire such Securities.

   

  (iv)       The
    Purchaser did not decide to enter into this Agreement as a result of any general solicitation or general advertising within the
    meaning of Rule 502(c) of Regulation D under the Securities Act.

   

  (v)       The
    Purchaser has been furnished with all materials relating to the business, finances and operations of the Company and materials
    relating to the offer and sale of the Securities which have been requested by the Purchaser. The Purchaser has been afforded the
    opportunity to ask questions of the executive officers and directors of the Company. The Purchaser understands that its investment
    in the Securities involves a high degree of risk and it has sought such accounting, legal and tax advice as it has considered necessary
    to make an informed investment decision with respect to the acquisition of the Securities.

   

  (vi)       The
    Purchaser understands that no United States federal or state agency or any other government or governmental agency has passed on
    or made any recommendation or endorsement of the Securities or the fairness or suitability of the investment in the Securities
    by the Purchaser nor have such authorities passed upon or endorsed the merits of the offering of the Securities.

   

  (vii)       The
    Purchaser understands that: (a) the Securities have not been and are not being registered under the Securities Act or any state
    securities laws, and may not be offered for sale, sold, assigned or transferred unless (1) subsequently registered thereunder or
    (2) sold in reliance on an exemption therefrom; and (b) except as specifically set forth in the Registration Rights Agreement,
    neither the Company nor any other person is under any obligation to register the Securities under the Securities Act or any state
    securities laws or to comply with the terms and conditions of any exemption thereunder. In this regard, the Purchaser understands
    that the SEC has taken the position that promoters or affiliates of a blank check company and their transferees, both before and
    after an initial business combination, are deemed to be “underwriters” under the Securities Act when reselling
    the securities of a blank check company. Based on that position, Rule 144 adopted pursuant to the Securities Act would not be available
    for resale transactions of the Securities despite technical compliance with the requirements of such Rule, and the Securities can
    be resold only through a registered offering or in reliance upon another exemption from the registration requirements of the Securities
    Act.

   

  (viii)       The
    Purchaser has such knowledge and experience in financial and business matters, knowledge of the high degree of risk associated
    with investments in the securities of companies in the development stage such as the Company, is capable of evaluating the merits
    and risks of an investment in the Securities and is able to bear the economic risk of an investment in the Securities in the amount
    contemplated hereunder for an indefinite period of time. The Purchaser has adequate means of providing for its current financial
    needs and contingencies and will have no current or anticipated future needs for liquidity which would be jeopardized by the investment
    in the Securities. The Purchaser can afford a complete loss of its investments in the Securities.

   

  
  
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  (ix)       The
    Purchaser understands that the Private Placement Warrants shall bear the legend substantially in the form set forth in the Warrant
    Agreement.

   

  Section 4.           Conditions
        of the Purchaser’s Obligations. The obligations of the Purchaser to purchase and pay for the Private Placement Warrants
    are subject to the fulfillment, on or before each Closing Date, of each of the following conditions:

   

  A.           Representations
      and Warranties. The representations and warranties of the Company contained in Section 2 shall be true and correct at and as
    of the Closing Date as though then made.

   

  B.           Performance.
    The Company shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
    are required to be performed or complied with by it on or before such Closing Date.

   

  C.           No
      Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
    entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
    organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
    contemplated by this Agreement or the Warrant Agreement.

   

  D.           Warrant
      Agreement and Registration Rights Agreement. The Company shall have entered into the Warrant Agreement, in the form of Exhibit
    A hereto, and the Registration Rights Agreement, in the form of Exhibit B hereto, in each case on terms satisfactory to the Purchaser.

   

  Section 5.           Conditions
        of the Company’s Obligations. The obligations of the Company to the Purchaser under this Agreement are subject to
    the fulfillment, on or before each Closing Date, of each of the following conditions:

   

  A.           Representations
      and Warranties. The representations and warranties of the Purchaser contained in Section 3 shall be true and correct at and
    as of such Closing Date as though then made.

   

  B.           Performance.
    The Purchaser shall have performed and complied with all agreements, obligations and conditions contained in this Agreement that
    are required to be performed or complied with by the Purchaser on or before such Closing Date.

   

  C.           Corporate
      Consents. The Company shall have obtained the consent of its Board of Directors authorizing the execution, delivery and performance
    of this Agreement and the Warrant Agreement and the issuance and sale of the Private Placement Warrants hereunder.

   

  
  
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  D.           No
      Injunction. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted,
    entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory
    organization having authority over the matters contemplated hereby, which prohibits the consummation of any of the transactions
    contemplated by this Agreement or the Warrant Agreement.

   

  E.            Warrant
      Agreement. The Company shall have entered into the Warrant Agreement.

   

  Section 6.            Miscellaneous.

   

  A.           Successors
      and Assigns. Except as otherwise expressly provided herein, all covenants and agreements contained in this Agreement by or
    on behalf of any of the parties hereto shall bind and inure to the benefit of the respective successors of the parties hereto whether
    so expressed or not. Notwithstanding the foregoing or anything to the contrary herein, the parties may not assign this Agreement,
    other than assignments by the Purchaser to affiliates thereof (including, without limitation one or more of its members).

   

  B.            Severability.
    Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
    law, but if any provision of this Agreement is held to be prohibited by or invalid under applicable law, such provision shall be
    ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of this Agreement.

   

  C.           Counterparts.
    This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
    one party, but all such counterparts taken together shall constitute one and the same agreement. Signatures to this Agreement transmitted
    via facsimile or e-mail shall be valid and effective to bind the party so signing. Only one such counterpart signed by the party
    against whom enforceability is sought needs to be produced to evidence the existence of this Agreement. 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.

   

  
  
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  D.           Descriptive
      Headings; Interpretation. The descriptive headings of this Agreement are inserted for convenience only and do not constitute
    a substantive part of this Agreement. The use of the word “including” in this Agreement shall be by way of example
    rather than by limitation.

   

  E.            Governing
      Law. This Agreement shall be deemed to be a contract made under the laws of the State of New York and for all purposes shall
    be construed in accordance with the internal laws of the State of New York, without giving effect to conflicts of law principles
    that would result in the application of the laws of another jurisdiction.

   

  F.            Amendments.
    This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed by
    the parties hereto.

   

  (Signature page follows)

   

  
  
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  IN WITNESS WHEREOF, the parties hereto have
    executed this Agreement.

   

  	 	Company:
	 	 
	 	BLUE OCEAN ACQUISITION CORP
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 
	 	PURCHASER:
	 	 
	 	BLUE OCEAN SPONSOR LLC
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


   

  Signature Page to Private Placement Warrants
      Purchase Agreement

   

  
  
     

  

  
     

  

  
   

  EXHIBIT A

   

  Warrant Agreement

   

  
  
     

  

  
     

  

  
   

  EXHIBIT B

   

  Registration Rights Agreement