Exhibit 4.4

   

  WARRANT AGREEMENT

   

  BLUE OCEAN ACQUISITION CORP

   

  and

   

  CONTINENTAL STOCK TRANSFER & TRUST COMPANY

   

  Dated [-], 2021

   

   THIS WARRANT AGREEMENT (this “Agreement”), dated [-], 2021, is by and between Blue Ocean Acquisition Corp, a Cayman Islands exempted company
    (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent”).

   

  WHEREAS, the Company has entered into that certain Private Placement Warrants Purchase Agreement, with Blue Ocean Sponsor LLC,
    a Cayman Islands limited liability company (the “Sponsor”) pursuant to which the Sponsor will purchase an aggregate of 7,650,000 warrants (or 8,550,000 warrants if the Option (as defined below) is exercised in full) simultaneously
    with the closing of the Offering (and the closing of the Option, if applicable), bearing the legend set forth in Exhibit B hereto (the “Sponsor Private Placement Warrants”) at a purchase price of $1.00 per Private Placement
    Warrant;

   

  WHEREAS, in October 2021, the Company and the Sponsor entered into a subscription agreement (the “Apollo Subscription
          Agreement”) with Apollo SPAC Fund I, L.P., (“Apollo”), pursuant to which Apollo agreed to purchase an aggregate of 100,000 Private Placement Warrants (the “Apollo Private Placement Warrants”;
    together with the Sponsor Private Placement Warrants, the “Private Placement Warrants”) at a purchase price of $1.00 per Private Placement Warrant. Each Private Placement Warrant entitles the holder thereof to purchase one Ordinary
    Share (as defined below) at a price of $11.50 per share, subject to adjustment as described herein;

   

  WHEREAS, in order to finance the Company’s transaction costs in connection with an intended initial merger,
    share exchange, asset acquisition, share purchase, reorganization or similar business combination, involving the Company and one or more businesses (a “Business Combination”), the Sponsor or an affiliate of the Sponsor or certain
    of the Company’s officers and directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $1,500,000 of such loan may be convertible at the option of the lender into up to an additional 1,500,000 Private
    Placement Warrants at a price of $1.00 per Private Placement Warrant (the “Working Capital Warrants”);

   

  WHEREAS, the Company is engaged in an initial public offering (the “Offering”) of units of the Company’s
    equity securities, each such unit comprised of one Ordinary Share and one-half of one redeemable Public Warrant (as defined below) (the “Units”) and, in connection therewith, has determined to issue and deliver up to 8,625,000
    redeemable warrants (including up to 1,125,000 redeemable warrants subject to the Over-allotment Option) to public investors in the Offering (the “Public Warrants” and, together with the Private Placement Warrants, the “Warrants”).


    Each whole Warrant entitles the holder thereof to purchase one Class A ordinary share of the Company, par value $0.0001 per share (“Ordinary Shares”), for $11.50 per share, subject to adjustment as described herein. Only whole
    Warrants are exercisable. A holder of the Public Warrants will not be able to exercise any fraction of a Warrant;

  
     

    
      
 

  

  WHEREAS, the Company has filed with the Securities and Exchange Commission (the “Commission”) a
    registration statement on Form S-1, File No. 333-260889, and a related prospectus (the “Prospectus”), for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the Units, the
    Public Warrants and the Ordinary Shares included in the Units;

   

  WHEREAS, the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in
    connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants;

   

  WHEREAS, the Company desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued
    and exercised, and the respective rights, limitation of rights, and immunities of the Company, the Warrant Agent and the holders of the Warrants; and 

   

  WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of
    the Company and countersigned by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding and legal obligations of the Company, and to authorize the execution and delivery of this Agreement.

   

  NOW, THEREFORE, in consideration of the mutual agreements herein contained, the parties hereto agree as follows: 

   

  1.           Appointment of Warrant Agent. The Company hereby
    appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this Agreement. 

   

  2.            Warrants. 

   

  2.1.         Form of Warrant. Each Warrant shall initially be
    issued in registered form only. 

   

  2.2.       Effect of Countersignature. If a physical certificate is
    issued, unless and until countersigned by the Warrant Agent pursuant to this Agreement, a certificated Warrant shall be invalid and of no effect and may not be exercised by the holder thereof. 

   

  2.3.         Registration. 

   

  2.3.1.            Warrant Register. The Warrant Agent shall
    maintain books (the “Warrant Register”), for the registration of original issuance and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants in book-entry form, the Warrant Agent shall issue and
    register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Public Warrants shall be
    shown on, and the transfer of such ownership shall be effected through, records maintained by institutions that have accounts with The Depository Trust Company (the “Depositary”) (such institution, with respect to a Warrant in its
    account, a “Participant”). 

  
     

    
      
 

  

  If the Depositary subsequently ceases to make its book-entry settlement system available for the Public Warrants, the Company
    may instruct the Warrant Agent regarding making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer necessary to have the Public Warrants available in, book-entry form, the
    Warrant Agent shall provide written instructions to the Depositary to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the Warrant Agent to deliver to the Depositary definitive certificates in
    physical form evidencing such Warrants (“Definitive Warrant Certificates”) which shall be in the form annexed hereto as Exhibit A. 

   

  Physical certificates, if issued, shall be signed by, or bear the facsimile signature of, the Chairman of the Board, Chief
    Executive Officer, Chief Financial Officer or other principal officer of the Company. In the event the person whose facsimile signature has been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant
    before such Warrant is issued, it may be issued with the same effect as if he or she had not ceased to serve in such capacity at the date of issuance. 

   

  2.3.2.            Registered Holder. Prior to due presentment for
    registration of transfer of any Warrant, the Company and the Warrant Agent may deem and treat the person in whose name such Warrant is registered in the Warrant Register (the “Registered Holder”) as the absolute owner of such
    Warrant and of each Warrant represented thereby, for the purpose of any exercise thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary. 

   

  2.4.         Detachability of Warrants. The Ordinary Shares and
    Public Warrants comprising the Units shall begin separate trading on the 52nd day following the date of the Prospectus or, if such 52nd day is not on a day, other than a Saturday, Sunday or federal holiday, on which banks in New York City are generally
    open for normal business (a “Business Day”), then on the immediately succeeding Business Day following such date, or earlier (the “Detachment Date”) with the consent of Needham & Company, LLC, but in no
    event shall the Ordinary Shares and the Public Warrants comprising the Units be separately traded until (A) the Company has filed a Current Report on Form 8-K with the Commission containing an audited balance sheet of the Company reflecting the receipt
    by the Company of the gross proceeds of the Offering, including the proceeds then received by the Company from the exercise by the underwriters of their right to purchase additional Units in the Offering (the “Over-allotment Option”),


    if the Over-allotment Option is exercised prior to the filing of the Current Report on Form 8-K, and (B) the Company issues a press release announcing when such separate trading shall begin. 

   

  2.5.         Fractional Warrants. The Company shall not issue
    fractional Warrants other than as part of the Units, each of which is comprised of one Ordinary Share and one-half of one whole Warrant. If, upon the detachment of Public Warrants from the Units or otherwise, a holder of Warrants would be entitled to
    receive a fractional Warrant, the Company shall round down to the nearest whole number the number of Warrants to be issued to such holder. 

  
     

    
      
 

  

  2.6.            Private Placement Warrants.

   

  2.6.1.          The Private Placement Warrants shall be identical to the
    Public Warrants, except that so long as they are held by the Sponsor, Apollo, or any of their Permitted Transferees (as defined below) the Private Placement Warrants: (i) may be exercised for cash or on a “cashless basis,” pursuant to subsection
      3.3.1(c) hereof, (ii) including the Ordinary Shares issuable upon exercise of the Private Placement Warrants, may not be transferred, assigned or sold until thirty (30) days after the completion by the Company of an initial Business Combination,
    (iii) shall not be redeemable by the Company pursuant to Section 6.1 hereof and (iv) shall only be redeemable by the Company pursuant to Section 6.2 if the Reference Value (as defined below) is less than $18.00 per share (subject to
    adjustment in compliance with Section 4 hereof); provided, however, that in the case of clause (ii), the Private Placement Warrants and any Ordinary Shares issued upon exercise of the Private Placement Warrants may be transferred by the holders
    thereof: 

   

  (a)         to the Company’s officers or directors, any affiliate or family member of
    any of the Company’s officers or directors, any members or partners of the Sponsor, Apollo or their affiliates, any affiliates of the Sponsor, or any employees of such affiliates; 

   

  (b)         in the case of an individual, by gift to a member of one of the individual’s
    immediate family, any estate planning vehicle or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person or to a charitable organization; 

   

  (c)         in the case of an individual, by virtue of laws of descent and distribution
    upon death of the individual; 

   

  (d)         in the case of an individual, pursuant to a qualified domestic relations
    order; 

   

  (e)         by private sales or transfers made in connection with the consummation of
    the Company’s Business Combination at prices no greater than the price at which the Private Placement Warrants or Ordinary Shares, as applicable, were originally purchased; 

   

  (f)          by virtue of the laws of the Cayman Islands or the Sponsor’s organizational
    documents upon liquidation or dissolution of the Sponsor; 

   

  (g)         in the event of the Company’s liquidation prior to the completion of a
    business combination.

   

  (h)         to the Company for no value for cancellation in connection with the
    consummation of our initial Business Combination;

   

  (i)           in the event of the Company’s liquidation prior to the completion of its
    initial Business Combination; or

   

  (j)           in the event of the Company’s completion of a liquidation, merger, share
    exchange or other similar transaction which results in all of the public shareholders having the right to exchange their Ordinary Shares for cash, securities or other property subsequent to the completion of the Company’s initial Business Combination; 

  
     

    
      
 

  

  provided, however, that, in the case of clauses (a) through (f), these permitted transferees (the “Permitted Transferees”)


    must enter into a written agreement with the Company agreeing to be bound by the transfer restrictions in this Agreement and that certain letter agreement, dated as of the date hereof (commonly referred to as an “Insider Agreement”), among the Company,
    the Sponsor and certain other parties thereto.

   

  2.6.2.            Working Capital Warrants. The Working Capital Warrants, when and if issued, shall be identical to the Private
    Placement Warrants.

   

  3.            Terms and Exercise of Warrants.

   

  3.1.          Warrant Price. Each whole Warrant shall entitle the
    Registered Holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4 hereof


    and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement shall mean the price per share (including in cash or by payment of Warrants pursuant to a “cashless exercise,” to the extent
    permitted hereunder) described in the prior sentence at which Ordinary Shares may be purchased at the time a Warrant is exercised. The Company in its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined
    below) for a period of not less than fifteen Business Days (unless otherwise required by the Commission, any national securities exchange on which the Warrants are listed or applicable law); provided that the Company shall provide at least five days’
    prior written notice of such reduction to Registered Holders of the Warrants; and provided further, that any such reduction shall be identical among all of the Warrants. 

   

  3.2.        Duration of Warrants. A Warrant may be exercised only
    during the period (the “Exercise Period”) (A) commencing on the later of: (i) the date that is thirty (30) days after the first date on which the Company completes a Business Combination, and (ii) the date that is twelve (12)
    months from the date of the closing of the Offering, and (B) terminating at the earliest to occur of (x) 5:00 p.m., New York City time on the date that is five (5) years after the date on which the Company completes its initial Business Combination,
    (y) the liquidation of the Company in accordance with the Company’s amended and restated memorandum and articles of association, as amended from time to time, if the Company fails to complete a Business Combination, and (z) other than with respect to
    the Private Placement Warrants then held by the Sponsor or Apollo or their Permitted Transferees with respect to a redemption pursuant to Section 6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in
    compliance with Section 4 hereof) Section 6.2 hereof, 5:00 p.m., New York City time on the Redemption Date (as defined below) as provided in Section 6.3 hereof (the “Expiration Date”); provided, however, that
    the exercise of any Warrant shall be subject to the satisfaction of any applicable conditions, as set forth in subsection 3.3.2 below, with respect to an effective registration statement or a valid exemption therefrom being available. Except
    with respect to the right to receive the Redemption Price (as defined below) (other than with respect to a Private Placement Warrant then held by the Sponsor, Apollo or their Permitted Transferees in connection with a redemption pursuant to Section
      6.1 hereof or, if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof) Section 6.2 hereof) in the event of a redemption (as set forth in Section 6 hereof), each
    Warrant (other than a Private Placement Warrant then held by the Sponsor, Apollo or their Permitted Transferees in the event of a redemption pursuant to Section 6 hereof or, if the Reference value equals or exceeds $18.00 per share (subject to
    adjustment in compliance with Section 4 hereof), Section 6.2 hereof not exercised on or before the Expiration Date shall become void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m. New York
    City time on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration Date; provided that the Company shall provide at least twenty (20) days prior written notice of any such extension
    to Registered Holders of the Warrants and, provided further that any such extension shall be identical in duration among all the Warrants.  

   

  
     

    
      
 

  

   

  3.3.          Exercise of Warrants.

   

  3.3.1.            Payment. Subject to the provisions of the
    Warrant and this Agreement, a Warrant may be exercised by the Registered Holder thereof by delivering to the Warrant Agent at its corporate trust department (i) the Definitive Warrant Certificate evidencing the Warrants to be exercised, or, in the case
    of a Warrant represented by a book-entry, the Warrants to be exercised (the “Book-Entry Warrants”) on the records of the Depositary to an account of the Warrant Agent at the Depositary designated for such purposes in writing by the
    Warrant Agent to the Depositary from time to time, (ii) an election to purchase (“Election to Purchase”) any Ordinary Shares pursuant to the exercise of a Warrant, properly completed and executed by the Registered Holder on the
    reverse of the Definitive Warrant Certificate or, in the case of a Book-Entry Warrant, properly delivered by the Participant in accordance with the Depositary’s procedures, and (iii) the payment in full of the Warrant Price for each Ordinary Share as
    to which the Warrant is exercised and any and all applicable taxes due in connection with the exercise of the Warrant, the exchange of the Warrant for the Ordinary Shares and the issuance of such Ordinary Shares, as follows: 

   

  (a)          in lawful money of the United States, in good certified check or good bank
    draft payable to the order of the Warrant Agent or by wire transfer of immediately available funds; 

   

  (b)         [Reserved]; 

   

  (c)          with respect to any Private Placement Warrant, so long as
    such Private Placement Warrant is held by the Sponsor, Apollo or a Permitted Transferee, by surrendering the Warrants for that number of Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares
    underlying the Warrants, multiplied by the excess of the “Sponsor Exercise Fair Market Value” (as defined in this subsection 3.3.1(c)) less the Warrant Price by (y) the Sponsor Exercise Fair Market Value. Solely for purposes
    of this subsection 3.3.1(c), the “Sponsor Exercise Fair Market Value” shall mean the average last reported sale price of the Ordinary Shares for the ten (10) trading days ending on the third (3rd) trading day prior to the
    date on which notice of exercise of the Private Placement Warrant is sent to the Warrant Agent; 

   

  
     

    
      
 

  

   

  (d)             as provided in Section 6.2 hereof with respect to
    a Make-Whole Exercise; or 

   

  (e)             as provided in Section 7.4 hereof. 

   

  3.3.2.         Issuance of Ordinary Shares on Exercise. As soon as
    practicable after the exercise of any Warrant and the clearance of the funds in payment of the Warrant Price (if payment is pursuant to subsection 3.3.1(a)), the Company shall issue to the Registered Holder of such Warrant a book-entry position
    or certificate, as applicable, for the number of Ordinary Shares to which he, she or it is entitled, registered in such name or names as may be directed by him, her or it on the register of members of the Company, and if such Warrant shall not have
    been exercised in full, a new book-entry position or countersigned Warrant, as applicable, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing, the Company shall not be obligated to deliver any
    Ordinary Shares pursuant to the exercise of a Warrant and shall have no obligation to settle such Warrant exercise unless a registration statement under the Securities Act with respect to the Ordinary Shares underlying the Public Warrants is then
    effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations under Section 7.4 or a valid exemption from registration is available. No Warrant shall be exercisable and the Company shall not be
    obligated to issue Ordinary Shares upon exercise of a Warrant unless the Ordinary Shares issuable upon such Warrant exercise have been registered, qualified or deemed to be exempt from registration or qualification under the securities laws of the
    state of residence of the Registered Holder of the Warrants. Subject to Section 4.6 of this Agreement, a Registered Holder of Warrants may exercise its Warrants only for a whole number of Ordinary Shares. The Company may require holders of
    Public Warrants to settle the Warrant on a “cashless basis” pursuant to Section 7.4. If, by reason of any exercise of Warrants on a “cashless basis”, the holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a
    fractional interest in an Ordinary Share, the Company shall round down to the nearest whole number, the number of Ordinary Shares to be issued to such holder. 

   

  3.3.3.         Valid Issuance. All Ordinary Shares issued upon the
    proper exercise of a Warrant in conformity with this Agreement, and the Company’s amended and restated memorandum and articles of association, as amended from time to time shall be validly issued, fully paid and nonassessable. 

   

  3.3.4.        Date of Issuance. Each person in whose name any
    book-entry position or certificate, as applicable, for Ordinary Shares is issued and who is registered in the register of members of the Company shall for all purposes be deemed to have become the holder of record of such Ordinary Shares on the date on
    which the Warrant, or book-entry position representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such certificate in the case of a certificated Warrant, except that, if the date of
    such surrender and payment is a date when the register of members of the Company or book-entry system of the Warrant Agent are closed, such person shall be deemed to have become the holder of such shares at the close of business on the next succeeding
    date on which the share transfer books or book-entry system are open. 

   

  
     

    
      
 

  

   

  3.3.5.            Maximum Percentage. A holder of a Warrant may
    notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; however, no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such
    election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such
    person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 9.8% (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to
    such exercise. For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such person and its affiliates shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which
    the determination of such sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or
    conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject
    to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the
    Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining the number of outstanding Ordinary Shares, the holder may rely on the number of outstanding Ordinary Shares as reflected
    in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current Report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other
    notice by the Company or Continental Stock Transfer & Trust Company, as transfer agent (in such capacity, the “Transfer Agent”), setting forth the number of Ordinary Shares outstanding. For any reason at any time, upon the
    written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm orally and in writing to such holder the number of Ordinary Shares then outstanding. In any case, the number of issued and outstanding Ordinary
    Shares shall be determined after giving effect to the conversion or exercise of equity securities of the Company by the holder and its affiliates since the date as of which such number of issued and outstanding Ordinary Shares was reported. By written
    notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall
    not be effective until the sixty-first (61st) day after such notice is delivered to the Company. 

   

  4.            Adjustments.

   

  4.1.          Share Capitalizations.

   

  4.1.1.            Sub-Divisions. If after the date hereof, and
    subject to the provisions of Section 4.6 below, the number of issued and outstanding Ordinary Shares is increased by a capitalization or share dividend of Ordinary Shares, or by a sub-division of Ordinary Shares or other similar event, then, on
    the effective date of such share capitalization, sub-division or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the issued and outstanding Ordinary Shares. A rights
    offering made to all or substantially all holders of Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the “Historical Fair Market Value” (as defined below) shall be deemed a capitalization of a number of Ordinary
    Shares equal to the product of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the Ordinary Shares)
    multiplied by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the Historical Fair Market Value. For purposes of this subsection 4.1.1, (i) if the rights offering is for securities
    convertible into or exercisable for Ordinary Shares, in determining the price payable for Ordinary Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or
    conversion and (ii) “Historical Fair Market Value” means the volume weighted average price of the Ordinary Shares during the ten (10) trading day period ending on the trading day prior to the first date on which the Ordinary Shares
    trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights. No Ordinary Shares shall be issued at less than their par value.

   

  
     

    
      
 

  

   

  4.1.2.            Extraordinary Dividends. If the Company, at any
    time while the Warrants are outstanding and unexpired, pays to all or substantially all of the holders of the Ordinary Shares a dividend or make a distribution in cash, securities or other assets on account of such Ordinary Shares (or other shares into
    which the Warrants are convertible), other than (a) as described in subsection 4.1.1 above, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Ordinary Shares in connection with a proposed
    initial Business Combination, (d) to satisfy the redemption rights of the holders of the Ordinary Shares in connection with a shareholder vote to amend the Company’s amended and restated memorandum and articles of association (i) to affect the
    substance or timing of the Company’s obligation to provide for the redemption of Class A ordinary shares in connection with an initial Business Combination or to redeem 100% of the Company’s public shares if the Company does not consummate its initial
    Business Combination within the period provided for in the Company’s amended and restated memorandum and articles of association, as amended from time to time from the closing of the Offering, or (ii) with respect to any other provision relating to
    shareholders’ rights or pre-initial Business Combination activity, or (e) in connection with the redemption of public shares upon the failure of the Company to complete its initial Business Combination and any subsequent distribution of its assets upon
    its liquidation (any such non-excluded event being referred to herein as an “Extraordinary Dividend”), then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the
    amount of cash and/or the fair market value (as determined by the Company’s board of directors (the “Board”), in good faith) of any securities or other assets paid on each Ordinary Share in respect of such Extraordinary Dividend.
    For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a per share basis, with the per share amounts of all other cash dividends and cash
    distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution to the extent it does not exceed $0.50 (which amount shall be adjusted to appropriately reflect any of the events
    referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable on exercise of each Warrant) but only with
    respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50.

  
     

    
      
 

  

  4.2.           Aggregation of Shares. If after the date hereof, and
    subject to the provisions of Section 4.6 hereof, the number of issued and outstanding Ordinary Shares is decreased by a consolidation, combination, reverse share split or reclassification of Ordinary Shares or other similar event, then, on the
    effective date of such consolidation, combination, reverse share split, reclassification or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be decreased in proportion to such decrease in issued and outstanding
    Ordinary Shares.

   

  4.3.           Adjustments in Exercise Price. Whenever the number
    of Ordinary Shares purchasable upon the exercise of the Warrants is adjusted, as provided in subsection 4.1.1 or Section 4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately
    prior to such adjustment by a fraction (x) the numerator of which shall be the number of Ordinary Shares purchasable upon the exercise of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of
    Ordinary Shares so purchasable immediately thereafter.

   

  4.4.            Raising of Capital in Connection with the Initial
      Business Combination. If (x) the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price
      or effective issue price of less than $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to the Sponsor, any other holder of the Company’s Class B
      ordinary shares, par value $0.0001 (the “Class B Ordinary Shares”), or their respective affiliates, without taking into account any Class B Ordinary Shares held by the
      Sponsor, any other holder of the Class B Ordinary Shares or their respective affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total
      equity proceeds, and interest thereon, available for the funding of the Company’s initial Business Combination on the date of the completion of the Company’s initial Business Combination (net of redemptions), and (z) the volume-weighted average
      trading price of Ordinary Shares during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates its initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the
      Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price described in Section 6.1 shall be adjusted (to the nearest cent) to
      be equal to 180% of the higher of the Market Value and the Newly Issued Price and the $10.00 per share redemption trigger price described in Section 6.2 shall be adjusted (to the nearest cent) to be equal to the higher of the Market Value and the
      Newly Issued Price.

  
     

    
      
 

  

  4.5.    Replacement of Securities upon Reorganization, etc. In case
    of any reclassification or reorganization of the issued and outstanding Ordinary Shares (other than a change under Section 4.1 or Section 4.2 hereof or that solely affects the par value of such Ordinary Shares), or in the case of any
    merger or consolidation of the Company with or into another corporation (other than a consolidation or merger in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the issued and
    outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the
    holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and in lieu of the Ordinary Shares immediately theretofore purchasable and receivable upon the
    exercise of the rights represented thereby, the kind and amount of shares or stock or other securities or property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such
    sale or transfer, that the holder of the Warrants would have received if such holder had exercised his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”); provided, however, that (i) if the holders
    of the Ordinary Shares were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting
    the Alternative Issuance for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Ordinary Shares in such consolidation or merger that affirmatively make
    such election, and (ii) if a tender, exchange or redemption offer shall have been made to and accepted by the holders of the Ordinary Shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights
    held by shareholders of the Company as provided for in the Company’s amended and restated memorandum and articles of association or as a result of the repurchase of Ordinary Shares by the Company if a proposed initial Business Combination is presented
    to the shareholders of the Company for approval) under circumstances in which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of
    which such maker is a part, and together with any affiliate or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially
    (within the meaning of Rule 13d-3 under the Exchange Act) more than 50% of the issued and outstanding Ordinary Shares, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other
    property to which such holder would actually have been entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Ordinary Shares held by such
    holder had been purchased pursuant to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; provided


      further that if less than 70% of the consideration receivable by the holders of the Ordinary Shares in the applicable event is payable in the form of shares in the successor entity that is listed for trading on a national securities exchange or
    is quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of
    the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference of (i) the Warrant Price in effect prior
    to such reduction minus (ii) (A) the Per Share Consideration (as defined below) (but in no event less than zero) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes Warrant Value” means the value of a
    Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes Warrant Model for a Capped American Call on Bloomberg Financial Markets (assuming zero dividends) (“Bloomberg”). For purposes of
    calculating such amount, (i) Section 6 of this Agreement shall be taken into account, (ii) the price of each Ordinary Share shall be the volume weighted average price of the Ordinary Shares during the ten (10) trading day period ending on the
    trading day prior to the effective date of the applicable event, (iii) the assumed volatility shall be the 90 day volatility obtained from the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement
    of the applicable event and (iv) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining term of the Warrant. “Per Share Consideration” means (i) if the consideration paid
    to holders of the Ordinary Shares consists exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases, the volume weighted average price of the Ordinary Shares during the ten (10) trading day period ending on the
    trading day prior to the effective date of the applicable event. If any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1, then such adjustment shall be made pursuant to subsection
      4.1.1 or Sections 4.2, 4.3 and this Section 4.5. The provisions of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers. In no
    event shall the Warrant Price be reduced to less than the par value per share issuable upon exercise of such Warrant.

   

  
     

    
      
 

  

   

  4.6.         Notices of Changes in Warrant. Upon every adjustment
    of the Warrant Price or the number of shares issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and the increase or
    decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence of any event
    specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, the Company shall give written notice of the occurrence of such event to each holder of a Warrant, at the last address set forth for such holder in the Warrant
    Register, of the record date or the effective date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.

   

  4.7.        No Fractional Shares. Notwithstanding any provision
    contained in this Agreement to the contrary, the Company shall not issue fractional shares upon the exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the holder of any Warrant would be entitled, upon the
    exercise of such Warrant, to receive a fractional interest in a share, the Company shall, upon such exercise, round down to the nearest whole number the number of Ordinary Shares to be issued to such holder.

   

  4.8.         Form of Warrant. The form of Warrant need not be
    changed because of any adjustment pursuant to this Section 4, and Warrants issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially issued pursuant to this Agreement;
    provided, however, that the Company may at any time in its sole discretion make any change in the form of Warrant that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned,
    whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.

   

  5.            Transfer and Exchange of Warrants.

   

  5.1.         Registration of Transfer. The Warrant Agent shall
    register the transfer, from time to time, of any outstanding Warrant upon the Warrant Register, upon surrender of such Warrant for transfer, in the case of certificated Warrants, properly endorsed with signatures properly guaranteed and accompanied by
    appropriate instructions for transfer. Upon any such transfer, a new Warrant representing an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case of certificated Warrants, the
    Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon request.

  
     

    
      
 

  

  5.2.         Procedure for Surrender of Warrants. Warrants may be
    surrendered to the Warrant Agent, together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one or more new Warrants as requested by the Registered Holder of the Warrants so surrendered,
    representing an equal aggregate number of Warrants; provided, however, that except as otherwise provided herein or with respect to any Book-Entry Warrant, each Book-Entry Warrant may be transferred only in whole and only to the Depositary, to another
    nominee of the Depositary, to a successor depository, or to a nominee of a successor depository; provided further, however that in the event that a Warrant surrendered for transfer bears a restrictive legend (as in the case of the Private
    Placement Warrants), the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange thereof until the Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether the
    new Warrants must also bear a restrictive legend.

   

  5.3.         Fractional Warrants. The Warrant Agent shall not be
    required to effect any registration of transfer or exchange which shall result in the issuance of a warrant certificate or book-entry position for a fraction of a Warrant, except as part of the Units.

   

  5.4.         Service Charges. No service charge shall be made for
    any exchange or registration of transfer of Warrants.

   

  5.5.         Warrant Execution and Countersignature. The Warrant
    Agent is hereby authorized to countersign and to deliver, in accordance with the terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company, whenever required by the Warrant Agent,
    shall supply the Warrant Agent with Warrants duly executed on behalf of the Company for such purpose.

   

  5.6.         Transfer of Warrants. Prior to the Detachment Date,
    the Public Warrants may be transferred or exchanged only together with the Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of such Unit. Furthermore, each transfer of a Unit
    on the register relating to such Units shall operate also to transfer the Warrants included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.6 shall have no effect on any transfer of Warrants on and after the
    Detachment Date.

   

  6.            Redemption.

   

  6.1.         Redemption of Warrants When Shares Trade At or Above
      $18.00. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered
    Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.01 per Warrant, provided that (a) the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof)
    and (b) there is an effective registration statement covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, and a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined in Section 6.3 below).

   

  
     

    
      
 

  

   

  6.2.         Redemption of Warrants When Shares Trade At or Above
      $10.00. Subject to Section 6.5 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company, at any time during the Exercise Period, at the office of the Warrant Agent, upon notice to the Registered
    Holders of the Warrants, as described in Section 6.3 below, at a Redemption Price of $0.10 per Warrant, provided that (i) the Reference Value equals or exceeds $10.00 per share (subject to adjustment in compliance with Section 4 hereof) 
    and (ii) if the Reference Value is less than $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the Private Placement Warrants are also concurrently called for redemption on the same terms as the outstanding Public Warrants.
    During the 30-day Redemption Period in connection with a redemption pursuant to this Section 6.2, Registered Holders of the Warrants may elect to exercise their Warrants on a “cashless basis” pursuant to subsection 3.3.1 and receive a
    number of Ordinary Shares determined by reference to the table below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the “Redemption Fair Market Value” (as such term is defined in
    this Section 6.2) (a “Make-Whole Exercise”). Solely for purposes of this Section 6.2, the “Redemption Fair Market Value” shall mean the volume weighted average price of the Ordinary Shares for the
    ten (10) trading days immediately following the date on which notice of redemption pursuant to this Section 6.2 is sent to the Registered Holders. In connection with any redemption pursuant to this Section 6.2, the Company shall provide
    the Registered Holders with the Redemption Fair Market Value no later than one (1) Business Day after the ten (10) trading day period described above ends.

   

  	
           

        	
           

        	
          Fair Market Value of Class A Ordinary Shares

        
	
          Redemption Date 

            (period to expiration of warrants)

        	
           

        	
          ≤10.00

        	
           

        	
          11.00

        	
           

        	
          12.00

        	
           

        	
          13.00

        	
           

        	
          14.00

        	
           

        	
          15.00

        	
           

        	
          16.00

        	
           

        	
          17.00

        	
           

        	
          ≥18.00

        
	
          60 months

        	
           

        	
          0.261

        	
           

        	
          0.281

        	
           

        	
          0.297

        	
           

        	
          0.311

        	
           

        	
          0.324

        	
           

        	
          0.337

        	
           

        	
          0.348

        	
           

        	
          0.358

        	
           

        	
          0.361

        
	
          57 months

        	
           

        	
          0.257

        	
           

        	
          0.277

        	
           

        	
          0.294

        	
           

        	
          0.310

        	
           

        	
          0.324

        	
           

        	
          0.337

        	
           

        	
          0.348

        	
           

        	
          0.358

        	
           

        	
          0.361

        
	
          54 months

        	
           

        	
          0.252

        	
           

        	
          0.272

        	
           

        	
          0.291

        	
           

        	
          0.307

        	
           

        	
          0.322

        	
           

        	
          0.335

        	
           

        	
          0.347

        	
           

        	
          0.357

        	
           

        	
          0.361

        
	
          51 months

        	
           

        	
          0.246

        	
           

        	
          0.268

        	
           

        	
          0.287

        	
           

        	
          0.304

        	
           

        	
          0.320

        	
           

        	
          0.333

        	
           

        	
          0.346

        	
           

        	
          0.357

        	
           

        	
          0.361

        
	
          48 months

        	
           

        	
          0.241

        	
           

        	
          0.263

        	
           

        	
          0.283

        	
           

        	
          0.301

        	
           

        	
          0.317

        	
           

        	
          0.332

        	
           

        	
          0.344

        	
           

        	
          0.356

        	
           

        	
          0.361

        
	
          45 months

        	
           

        	
          0.235

        	
           

        	
          0.258

        	
           

        	
          0.279

        	
           

        	
          0.298

        	
           

        	
          0.315

        	
           

        	
          0.330

        	
           

        	
          0.343

        	
           

        	
          0.356

        	
           

        	
          0.361

        
	
          42 months

        	
           

        	
          0.228

        	
           

        	
          0.252

        	
           

        	
          0.274

        	
           

        	
          0.294

        	
           

        	
          0.312

        	
           

        	
          0.328

        	
           

        	
          0.342

        	
           

        	
          0.355

        	
           

        	
          0.361

        
	
          39 months

        	
           

        	
          0.221

        	
           

        	
          0.246

        	
           

        	
          0.269

        	
           

        	
          0.290

        	
           

        	
          0.309

        	
           

        	
          0.325

        	
           

        	
          0.340

        	
           

        	
          0.354

        	
           

        	
          0.361

        
	
          36 months

        	
           

        	
          0.213

        	
           

        	
          0.239

        	
           

        	
          0.263

        	
           

        	
          0.285

        	
           

        	
          0.305

        	
           

        	
          0.323

        	
           

        	
          0.339

        	
           

        	
          0.353

        	
           

        	
          0.361

        
	
          33 months

        	
           

        	
          0.205

        	
           

        	
          0.232

        	
           

        	
          0.257

        	
           

        	
          0.280

        	
           

        	
          0.301

        	
           

        	
          0.320

        	
           

        	
          0.337

        	
           

        	
          0.352

        	
           

        	
          0.361

        
	
          30 months

        	
           

        	
          0.196

        	
           

        	
          0.224

        	
           

        	
          0.250

        	
           

        	
          0.274

        	
           

        	
          0.297

        	
           

        	
          0.316

        	
           

        	
          0.335

        	
           

        	
          0.351

        	
           

        	
          0.361

        
	
          27 months

        	
           

        	
          0.185

        	
           

        	
          0.214

        	
           

        	
          0.242

        	
           

        	
          0.268

        	
           

        	
          0.291

        	
           

        	
          0.313

        	
           

        	
          0.332

        	
           

        	
          0.350

        	
           

        	
          0.361

        
	
          24 months

        	
           

        	
          0.173

        	
           

        	
          0.204

        	
           

        	
          0.233

        	
           

        	
          0.260

        	
           

        	
          0.285

        	
           

        	
          0.308

        	
           

        	
          0.329

        	
           

        	
          0.348

        	
           

        	
          0.361

        
	
          21 months

        	
           

        	
          0.161

        	
           

        	
          0.193

        	
           

        	
          0.223

        	
           

        	
          0.252

        	
           

        	
          0.279

        	
           

        	
          0.304

        	
           

        	
          0.326

        	
           

        	
          0.347

        	
           

        	
          0.361

        
	
          18 months

        	
           

        	
          0.146

        	
           

        	
          0.179

        	
           

        	
          0.211

        	
           

        	
          0.242

        	
           

        	
          0.271

        	
           

        	
          0.298

        	
           

        	
          0.322

        	
           

        	
          0.345

        	
           

        	
          0.361

        
	
          15 months

        	
           

        	
          0.130

        	
           

        	
          0.164

        	
           

        	
          0.197

        	
           

        	
          0.230

        	
           

        	
          0.262

        	
           

        	
          0.291

        	
           

        	
          0.317

        	
           

        	
          0.342

        	
           

        	
          0.361

        
	
          12 months

        	
           

        	
          0.111

        	
           

        	
          0.146

        	
           

        	
          0.181

        	
           

        	
          0.216

        	
           

        	
          0.250

        	
           

        	
          0.282

        	
           

        	
          0.312

        	
           

        	
          0.339

        	
           

        	
          0.361

        
	
          9 months

        	
           

        	
          0.090

        	
           

        	
          0.125

        	
           

        	
          0.162

        	
           

        	
          0.199

        	
           

        	
          0.237

        	
           

        	
          0.272

        	
           

        	
          0.305

        	
           

        	
          0.336

        	
           

        	
          0.361

        
	
          6 months

        	
           

        	
          0.065

        	
           

        	
          0.099

        	
           

        	
          0.137

        	
           

        	
          0.178

        	
           

        	
          0.219

        	
           

        	
          0.259

        	
           

        	
          0.296

        	
           

        	
          0.331

        	
           

        	
          0.361

        
	
          3 months

        	
           

        	
          0.034

        	
           

        	
          0.065

        	
           

        	
          0.104

        	
           

        	
          0.150

        	
           

        	
          0.197

        	
           

        	
          0.243

        	
           

        	
          0.286

        	
           

        	
          0.326

        	
           

        	
          0.361

        
	
          0 months

        	
           

        	
          —

        	
           

        	
          —

        	
           

        	
          0.042

        	
           

        	
          0.115

        	
           

        	
          0.179

        	
           

        	
          0.233

        	
           

        	
          0.281

        	
           

        	
          0.323

        	
           

        	
          0.361

        


   

  The exact Redemption Fair Market Value and Redemption Date may not be set forth in the table above, in which case, if the Redemption Fair Market
    Value is between two values in the table or the Redemption Date is between two redemption dates in the table, the number of Ordinary Shares to be issued for each Warrant exercised in a Make-Whole Exercise shall be determined by a straight-line
    interpolation between the number of shares set forth for the higher and lower Redemption Fair Market Values and the earlier and later redemption dates, as applicable, based on a 365- or 366-day year, as applicable.

  
     

    
      
 

  

  The share prices set forth in the column headings of the table above shall be adjusted as of any date on which the number of
    shares issuable upon exercise of a Warrant or the Exercise Price is adjusted pursuant to Section 4 hereof. If the number of shares issuable upon exercise of a Warrant is adjusted pursuant to Section 4 hereof, the adjusted share prices in
    the column headings shall equal the share prices immediately prior to such adjustment, multiplied by a fraction, the numerator of which is the number of shares deliverable upon exercise of a Warrant immediately prior to such adjustment and the
    denominator of which is the number of shares deliverable upon exercise of a Warrant as so adjusted. The number of shares in the table above shall be adjusted in the same manner and at the same time as the number of shares issuable upon exercise of a
    Warrant. If the Exercise Price of a Warrant is adjusted, (a) in the case of an adjustment pursuant to Section 4.4 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior to such adjustment multiplied by a
    fraction, the numerator of which is the higher of the Market Value and the Newly Issued Price and the denominator of which is $10.00 and (b) in the case of an adjustment pursuant to Section 4.1.2 hereof, the adjusted share prices in the column
    headings shall equal the share prices immediately prior to such adjustment less the decrease in the Exercise Price pursuant to such Exercise Price adjustment. In no event shall the number of shares issued in connection with a Make-Whole Exercise exceed
    0.361 Ordinary Shares per Warrant (subject to adjustment)

   

  6.3.         Date Fixed for, and Notice of, Redemption; Redemption
      Price; Reference Value. In the event that the Company elects to redeem the Warrants pursuant to Sections 6.1 or 6.2, the Company shall fix a date for the redemption (the “Redemption Date”). Notice of redemption
    shall be mailed by first class mail, postage prepaid, by the Company not less than thirty (30) days prior to the Redemption Date (the “30-day Redemption Period”) to the Registered Holders of the Warrants to be redeemed at their
    last addresses as they shall appear on the registration books. Any notice mailed in the manner herein provided shall be conclusively presumed to have been duly given whether or not the Registered Holder received such notice. As used in this Agreement,
    (a) “Redemption Price” shall mean the price per Warrant at which any Warrants are redeemed pursuant to Sections 6.1 or 6.2 and (b) “Reference Value” shall mean the last reported sales price of the
    Ordinary Shares for any twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior to the date on which notice of the redemption is given.

   

  6.4.         Exercise After Notice of Redemption. The Warrants may
    be exercised, for cash (or on a “cashless basis” in accordance with Section 6.2 of this Agreement) at any time after notice of redemption shall have been given by the Company pursuant to Section 6.3 hereof and prior to the Redemption
    Date. On and after the Redemption Date, the record holder of the Warrants shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.

   

  6.5.         Exclusion of Private Placement Warrants. The Company
    agrees that (i) the redemption rights provided in Section 6.1 hereof shall not apply to the Private Placement Warrants if at the time of redemption such Private Placement Warrants continue to be held by the Sponsor, Apollo or their Permitted
    Transferees and (ii) if the Reference Value equals or exceeds $18.00 per share (subject to adjustment in compliance with Section 4 hereof), the redemption rights provided in Section 6.2 hereof shall not apply to the Private Placement Warrants
    if at the time of redemption such Private Placement Warrants continue to be held by the Sponsor, Apollo or their Permitted Transferees. However, once such Private Placement Warrants are transferred (other than to Permitted Transferees in accordance
    with Section 2.6 hereof), the Company may redeem the Private Placement Warrants pursuant to Section 6.1 or 6.2 hereof, provided that the criteria for redemption are met, including the opportunity of the holder of such Private
    Placement Warrants to exercise the Private Placement Warrants prior to redemption pursuant to Section 6.4 hereof. Private Placement Warrants that are transferred to persons other than Permitted Transferees shall upon such transfer cease to be
    Private Placement Warrants and shall become Public Warrants under this Agreement, including for purposes of Section 9.8 hereof.

  
     

    
      
 

  

  7.            Other Provisions Relating to Rights of Holders of
      Warrants.

   

  7.1.         No Rights as Shareholder. A Warrant does not entitle
    the Registered Holder thereof to any of the rights of a shareholder of the Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights to vote or to consent or to receive notice as
    shareholders in respect of the meetings of shareholders or the election of directors of the Company or any other matter.

   

  7.2.         Lost, Stolen, Mutilated, or Destroyed Warrants. If any
    Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender thereof),
    issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen, mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not the allegedly lost, stolen,
    mutilated, or destroyed Warrant shall be at any time enforceable by anyone.

   

  7.3.         Reservation of Ordinary Shares. The Company shall at
    all times reserve and keep available a number of its authorized but unissued Ordinary Shares that shall be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this Agreement.

   

  7.4.         Registration of Ordinary Shares; Cashless Exercise at
      Company’s Option.

   

  7.4.1.           Registration of the Ordinary Shares. The Company
    agrees that as soon as practicable, but in no event later than twenty (20) Business Days after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration statement for
    the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants. The Company shall use its commercially reasonable efforts to cause the same to become effective within sixty (60) Business Days following the
    closing of its initial Business Combination and to maintain the effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration or redemption of the Warrants in accordance with the provisions of this
    Agreement. If any such registration statement has not been declared effective by the sixtieth (60th) Business Day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning on the
    sixty-first (61st) Business Day after the closing of the Business Combination and ending upon such registration statement being declared effective by the Commission, and during any other period when the Company shall fail to have maintained an
    effective registration statement covering the issuance of the Ordinary Shares issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis,” by exchanging the Warrants (in accordance with Section 3(a)(9) of the Securities Act
    or another exemption) for that number of Ordinary Shares equal to the lesser of (A) the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the “Fair Market Value” (as
    defined below) less the Warrant Price by (y) the Fair Market Value and (B) 0.361. Solely for purposes of this subsection 7.4.1, “Fair Market Value” shall mean the volume-weighted average price of the Ordinary Shares as
    reported during the ten (10) trading day period ending on the trading day prior to the date that notice of exercise is received by the Warrant Agent from the holder of such Warrants or its securities broker or intermediary. The date that notice of
    “cashless exercise” is received by the Warrant Agent shall be conclusively determined by the Warrant Agent. In connection with the “cashless exercise” of a Public Warrant, the Company shall, upon request, provide the Warrant Agent with an opinion of
    counsel for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants on a “cashless basis” in accordance with this subsection 7.4.1 is not required to be registered under the
    Securities Act and (ii) the Ordinary Shares issued upon such exercise shall be freely tradable under United States federal securities laws by anyone who is not an affiliate (as such term is defined in Rule 144 under the Securities Act) of the Company
    and, accordingly, shall not be required to bear a restrictive legend. Except as provided in subsection 7.4.2, for the avoidance of doubt, unless and until all of the Warrants have been exercised or have expired, the Company shall continue to be
    obligated to comply with its registration obligations under the first three sentences of this subsection 7.4.1.

   

  
     

    
      
 

  

   

  7.4.2.            Cashless Exercise at Company’s Option. If the
    Ordinary Shares are at the time of any exercise of a Public Warrant not listed on a national securities exchange such that they satisfy the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option,
    (i) require holders of Public Warrants who exercise Public Warrants to exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act as described in subsection 7.4.1 and (ii) in the event the
    Company so elects, the Company shall (x) not be required to file or maintain in effect a registration statement for the registration, under the Securities Act, of the Ordinary Shares issuable upon exercise of the Warrants, notwithstanding anything in
    this Agreement to the contrary, and (y) use its commercially reasonable efforts to register or qualify for sale the Ordinary Shares issuable upon exercise of the Public Warrant under applicable blue sky laws to the extent an exemption is not available.

   

  8.            Concerning the Warrant Agent and Other Matters.

   

  8.1.          Payment of Taxes. The Company shall from time to time
    promptly pay all taxes and charges that may be imposed upon the Company or the Warrant Agent in respect of the issuance or delivery of Ordinary Shares upon the exercise of the Warrants, but the Company shall not be obligated to pay any transfer taxes
    in respect of the Warrants or such shares.

   

  
     

    
      
 

  

   

  8.2.          Resignation, Consolidation, or Merger of Warrant Agent.

   

  8.2.1.         Appointment of Successor Warrant Agent. The Warrant
    Agent, or any successor to it hereafter appointed, may resign its duties and be discharged from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If the office of the Warrant Agent becomes
    vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of thirty (30) days after it has
    been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the
    Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation or other
    entity organized and existing under the laws of the State of New York, in good standing and having its principal office in the United States of America, and authorized under such laws to exercise corporate trust powers and subject to supervision or
    examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally
    named as Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such
    successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for
    more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.

   

  8.2.2.            Notice of Successor Warrant Agent. In the event
    a successor Warrant Agent shall be appointed, the Company shall give notice thereof to the predecessor Warrant Agent and the Transfer Agent for the Ordinary Shares not later than the effective date of any such appointment.

   

  8.2.3.        Merger or Consolidation of Warrant Agent. Any entity
    into which the Warrant Agent may be merged or with which it may be consolidated or any entity resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor Warrant Agent under this Agreement without any
    further act.

   

  8.3.          Fees and Expenses of Warrant Agent.

   

  8.3.1.         Remuneration. The Company agrees to pay the Warrant
    Agent reasonable remuneration for its services as such Warrant Agent hereunder and shall, pursuant to its obligations under this Agreement, reimburse the Warrant Agent upon demand for all reasonable and documented expenditures that the Warrant Agent
    may reasonably incur in the execution of its duties hereunder.

   

  8.3.2.          Further Assurances. The Company agrees to perform,
    execute, acknowledge, and deliver or cause to be performed, executed, acknowledged, and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for the carrying out or performing of the
    provisions of this Agreement.

  
     

    
      
 

  

  8.4.          Liability of Warrant Agent.

   

  8.4.1.        Reliance on Company Statement. Whenever in the
    performance of its duties under this Agreement, the Warrant Agent shall deem it necessary or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder, such fact or matter (unless other
    evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively proved and established by a statement signed by the Chief Executive Officer, the President, the Chief Financial Officer, Chief Operating Officer, the
    General Counsel, the Secretary or the Chairman of the Board of the Company and delivered to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant to the provisions of this
    Agreement.

   

  8.4.2.         Indemnity. The Warrant Agent shall be liable
    hereunder only for its own gross negligence, willful misconduct, fraud or bad faith. The Company agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, out-of-pocket costs and reasonable outside
    counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement, except as a result of the Warrant Agent’s gross negligence, willful misconduct, fraud or bad faith.

   

  8.4.3.          Exclusions. The Warrant Agent shall have no
    responsibility with respect to the validity of this Agreement or with respect to the validity or execution of any Warrant (except its countersignature thereof). The Warrant Agent shall not be responsible for any breach by the Company of any covenant or
    condition contained in this Agreement or in any Warrant. The Warrant Agent shall not be responsible to make any adjustments required under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment
    or the ascertaining of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation or warranty as to the authorization or reservation of any Ordinary Shares to be issued pursuant
    to this Agreement or any Warrant or as to whether any Ordinary Shares shall, when issued, be valid and fully paid and nonassessable.

   

  8.5.         Acceptance of Agency. The Warrant Agent hereby accepts
    the agency established by this Agreement and agrees to perform the same upon the terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised and concurrently account for, and
    pay to the Company, all monies received by the Warrant Agent for the purchase of Ordinary Shares through the exercise of the Warrants.

   

  8.6.         Waiver. The Warrant Agent has no right of set-off or
    any other right, title, interest or claim of any kind (“Claim”) in, or to any distribution of, the Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the
    Company and Continental Stock Transfer & Trust Company as trustee thereunder) and hereby agrees not to seek recourse, reimbursement, payment or satisfaction for any Claim against the Trust Account for any reason whatsoever. The Warrant Agent hereby
    waives any and all Claims against the Trust Account and any and all rights to seek access to the Trust Account.

   

  
     

    
      
 

  

   

  9.            Miscellaneous Provisions.

   

  9.1.          Successors. All the covenants and provisions of this
    Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure to the benefit of their respective successors and assigns.

   

  9.2.          Notices. Any notice, statement or demand authorized
    by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service
    within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Company with the Warrant Agent), as follows:

   

  Blue Ocean Acquisition Corp

    2 Wisconsin Circle, 7th Floor 

    Chevy Chase, MD 20815 

    Attention: Marcus Brauchli

                    Stuart Karle

   

  Any notice, statement or demand authorized by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the
    Warrant Agent shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address is
    filed in writing by the Warrant Agent with the Company), as follows:

   

  Continental Stock Transfer & Trust Company

    1 State Street,

    30th Floor

    New York, New York 10004

    Attention: Compliance Department

   

  with a copy in each case to:

   

  Sidley Austin LLP

    787 Seventh Avenue

    New York, NY 10019

    Attention: Jon W. Daly

                    Kenny S. Terrero

   

  and

   

  DLA Piper LLP (US)

    2000 University Avenue

    East Palo Alto, CA 94303

    Attention: Curtis L. Mo, Esq.

   

  and

    

    Needham & Company, LLC

    250 Park Avenue, 10th Floor

    New York, New York 10177

  
     

    
      
 

  

  9.3.         Applicable Law and Exclusive Forum. The validity,
    interpretation, and performance of this Agreement and of the Warrants shall be governed in all respects by the laws of the State of New York. Subject to applicable law, the Company hereby agrees that any action, proceeding or claim against it arising
    out of or relating in any way to this Agreement shall be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which
    jurisdiction shall be the exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the
    provisions of this paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.

   

  Any person or entity purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to
    have consented to the forum provisions in this Section 9.3. If any action, the subject matter of which is within the scope the forum provisions above, is filed in a court other than a court located within the State of New York or the United
    States District Court for the Southern District of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal
    courts located within the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”),


    and (y) having service of process made upon such warrant holder in any such enforcement action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.

   

  9.4.         Persons Having Rights under this Agreement. Nothing in
    this Agreement shall be construed to confer upon, or give to, any person, corporation or other entity other than the parties hereto and the Registered Holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any
    covenant, condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained in this Agreement shall be for the sole and exclusive benefit of the parties hereto and their successors and
    assigns and of the Registered Holders of the Warrants. 

   

  9.5.         Examination of the Warrant Agreement. A copy of this
    Agreement shall be available at all reasonable times at the office of the Warrant Agent in the United States of America, for inspection by the Registered Holder of any Warrant. The Warrant Agent may require any such holder to submit such holder’s
    Warrant for inspection by the Warrant Agent.

   

  9.6.         Counterparts. This Agreement may be executed in any
    number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument. 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.

  
     

    
      
 

  

  9.7.         Effect of Headings. The section headings herein are
    for convenience only and are not part of this Agreement and shall not affect the interpretation thereof. 

   

  9.8.        Amendments. This Agreement may be amended by the
    parties hereto without the consent of any Registered Holder for the purpose of (i) curing any ambiguity or to correct any mistake, including to conform the provisions hereof to the description of the terms of the Warrants and this Agreement set forth
    in the Prospectus, or defective provision contained herein, (ii) amending the definition of “Ordinary Cash Dividend” as contemplated by and in accordance with the second sentence of subsection 4.1.2 or (iii) adding or changing any provisions
    with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and that the parties deem shall not adversely affect the rights of the Registered Holders under this Agreement. All other modifications or
    amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise Period and any amendment to the terms of only the Private Placement Warrants, shall require the vote or written consent of the Registered Holders
    of 50% of the then-outstanding Public Warrants and, solely with respect to any amendment to the terms of the Private Placement Warrants or any provision of this Agreement with respect to the Private Placement Warrants, 50% of the then-outstanding
    Private Placement Warrants. Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2, respectively, without the consent of the Registered
    Holders.

   

  9.9.         Severability. This Agreement shall be deemed
    severable, and the invalidity or unenforceability of any term or provision hereof shall not affect the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid or unenforceable term
    or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.

   

  Exhibit A — Form of Warrant Certificate

   

  Exhibit B Legend — Private Placement Warrants

  
     

    
      
 

  

   

  IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed as of the date first above written.

   

  	
           

        	
          BLUE OCEAN ACQUISITION CORP

           

        
	
           

        	
          By:

           

        	
           

        
	
           

        	
           

        	
          Name:

           

        
	
           

        	
           

        	
          Title:   

        


   

  	
           

        	
          CONTINENTAL STOCK TRANSFER & TRUST COMPANY,

            as Warrant Agent

           

        
	
           

        	
          By:

           

        	
           

        
	
           

        	
           

        	
          Name:

           

        
	
           

        	
           

        	
          Title:   

        


   

   

  
     

    
      
 

  

  
   

  EXHIBIT A

   

  [FACE]

   

  Number

   

  Warrants

   

  THIS WARRANT SHALL BE VOID IF NOT EXERCISED PRIOR TO

        THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR

        IN THE WARRANT AGREEMENT DESCRIBED BELOW

   

  BLUE OCEAN ACQUISITION CORP

   

  Incorporated Under the Laws of the Cayman Islands

   

  CUSIP [-]

   

  Warrant Certificate

   

  This Warrant Certificate certifies that [               ], or registered assigns, is the
    registered holder of [               ] warrant(s) (the “Warrants” and each, a “Warrant”) to purchase Class A ordinary shares, $0.0001 par value (“Ordinary Shares”), of Blue Ocean
    Acquisition Corp, a Cayman Islands exempted company (the “Company”). Each Warrant entitles the holder, upon exercise during the period set forth in the Warrant Agreement referred to below, to receive from the Company that number of
    fully paid and nonassessable Ordinary Shares as set forth below, at the exercise price (the “Exercise Price”) as determined pursuant to the Warrant Agreement, payable in lawful money (or through “cashless exercise”
    as provided for in the Warrant Agreement) of the United States of America upon surrender of this Warrant Certificate and payment of the Exercise Price at the office or agency of the Warrant Agent referred to below, subject to the conditions set forth
    herein and in the Warrant Agreement. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings given to them in the Warrant Agreement.

   

  Each whole Warrant is initially exercisable for one fully paid and non-assessable Ordinary Share. Fractional shares shall not
    be issued upon exercise of any Warrant. If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise, round down to the nearest whole number the number of Ordinary
    Shares to be issued to the Warrant holder. The number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement. 

   

  The initial Exercise Price per one Ordinary Share for any Warrant is equal to $11.50 per share. The Exercise Price is subject
    to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.

   

  Subject to the conditions set forth in the Warrant Agreement, the Warrants may be exercised only during the Exercise Period
    and to the extent not exercised by the end of such Exercise Period, such Warrants shall become void. The Warrants may be redeemed, subject to certain conditions, as set forth in the Warrant Agreement.

   

  
    A-1 

    
      
 

  

   

  Reference is hereby made to the further provisions of this Warrant Certificate set forth on the reverse hereof and such
    further provisions shall for all purposes have the same effect as though fully set forth at this place. 

   

  This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant
    Agreement. This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York.

   

  
    A-2 

    
      
 

  

   

  	
           

        	
          BLUE OCEAN ACQUISITION CORP

        


   

  	
           

        	
          By:

           

        	
           

        
	
           

        	
           

        	
          Name:     

           

        
	
           

        	
           

        	
          Title:       Authorized Signatory

        


   

  	
           

        	
          CONTINENTAL STOCK TRANSFER & TRUST COMPANY,

            as Warrant Agent

        


   

  	
           

        	
          By:

           

        	
           

        
	
           

        	
           

        	
          Name:

           

        
	
           

           

        	
           

        	
          Title: 

        


   

   

  
    A-3 

    
      
 

  

   

  [Form of Warrant Certificate] 

   

  [Reverse]

   

  The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on
    exercise to receive [               ] Ordinary Shares and are issued or to be issued pursuant to a Warrant Agreement dated as of [●], 2021 (the “Warrant Agreement”), duly executed and delivered by the Company to Continental Stock
    Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a
    description of the rights, limitation of rights, obligations, duties and immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered Holders
    or Registered Holder, respectively) of the Warrants. A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company. Defined terms used in this Warrant Certificate but not defined herein shall have the meanings
    given to them in the Warrant Agreement.

   

  Warrants may be exercised at any time during the Exercise Period set forth in the Warrant Agreement. The holder of Warrants
    evidenced by this Warrant Certificate may exercise them by surrendering this Warrant Certificate, with the form of Election to Purchase set forth hereon properly completed and executed, together with payment of the Exercise Price as specified in the
    Warrant Agreement (or through “cashless exercise” as provided for in the Warrant Agreement) at the principal corporate trust office of the Warrant Agent. In the event that upon any exercise of Warrants evidenced hereby the number of Warrants
    exercised shall be less than the total number of Warrants evidenced hereby, there shall be issued to the holder hereof or his, her or its assignee, a new Warrant Certificate evidencing the number of Warrants not exercised.

   

  Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the
    time of exercise (i) a registration statement covering the issuance of the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the Ordinary Shares is current, except through “cashless


      exercise” as provided for in the Warrant Agreement.

   

  The Warrant Agreement provides that upon the occurrence of certain events the number of Ordinary Shares issuable upon exercise
    of the Warrants set forth on the face hereof may, subject to certain conditions, be adjusted. If, upon exercise of a Warrant, the holder thereof would be entitled to receive a fractional interest in an Ordinary Share, the Company shall, upon exercise,
    round down to the nearest whole number of Ordinary Shares to be issued to the holder of the Warrant. 

   

  Warrant Certificates, when surrendered at the principal corporate trust office of the Warrant Agent by the Registered Holder
    thereof in person or by legal representative or attorney duly authorized in writing, may be exchanged, in the manner and subject to the limitations provided in the Warrant Agreement, but without payment of any service charge, for another Warrant
    Certificate or Warrant Certificates of like tenor evidencing in the aggregate a like number of Warrants.

  
    A-4 

    
      
 

  

  Upon due presentation for registration of transfer of this Warrant Certificate at the office of the Warrant Agent a new
    Warrant Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to the transferee(s) in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant
    Agreement, without charge except for any tax or other governmental charge imposed in connection therewith.

   

  The Company and the Warrant Agent may deem and treat the Registered Holder(s) hereof as the absolute owner(s) of this Warrant
    Certificate (notwithstanding any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution to the holder(s) hereof, and for all other purposes, and neither the Company nor the Warrant
    Agent shall be affected by any notice to the contrary. Neither the Warrants nor this Warrant Certificate entitles any holder hereof to any rights of a shareholder of the Company.

   

  
    A-5 

    
      
 

  

   

  Election to Purchase 

   

  (To Be Executed Upon Exercise of Warrant)

   

  The undersigned hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, to receive
    [               ] Ordinary Shares and herewith tenders payment for such Ordinary Shares to the order of Blue Ocean Acquisition Corp (the “Company”) in the amount of $[               ] in accordance with the terms hereof. The
    undersigned requests that a certificate for such Ordinary Shares be registered in the name of [               ], whose address is [               ] and that such Ordinary Shares be delivered to [               ] whose address is [               ]. If
    said [               ] number of Ordinary Shares is less than all of the Ordinary Shares purchasable hereunder, the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name
    of [               ], whose address is [               ] and that such Warrant Certificate be delivered to [               ], whose address is [               ].

   

  In the event that the Warrant has been called for redemption by the Company pursuant to Section 6.2 of the Warrant Agreement and a holder
    thereof elects to exercise its Warrant pursuant to a Make-Whole Exercise, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 6.2 of the Warrant Agreement. 

   

  In the event that the Warrant is a Private Placement Warrant that is to be exercised on a “cashless” basis pursuant to subsection 3.3.1(c) of


    the Warrant Agreement, the number of Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with subsection 3.3.1(c) of the Warrant Agreement.

   

  In the event that the Warrant is to be exercised on a “cashless” basis pursuant to Section 7.4 of the Warrant Agreement, the number of
    Ordinary Shares that this Warrant is exercisable for shall be determined in accordance with Section 7.4 of the Warrant Agreement. 

   

  In the event that the Warrant may be exercised, to the extent allowed by the Warrant Agreement, through cashless exercise (i) the number of
    Ordinary Shares that this Warrant is exercisable for would be determined in accordance with the relevant section of the Warrant Agreement which allows for such cashless exercise and (ii) the holder hereof shall complete the following: The undersigned
    hereby irrevocably elects to exercise the right, represented by this Warrant Certificate, through the cashless exercise provisions of the Warrant Agreement, to receive Ordinary Shares. If said number of shares is less than all of the Ordinary Shares
    purchasable hereunder (after giving effect to the cashless exercise), the undersigned requests that a new Warrant Certificate representing the remaining balance of such Ordinary Shares be registered in the name of [               ], whose address is
    [               ] and that such Warrant Certificate be delivered to [               ], whose address is [               ]. 

   

  (Signature Page Follows)

   

  Date: [               ], 20

   

  
    A-6 

    
      
 

  

   

  	
           

        	
          (Signature)

        


   

  	
           

        	
          (Address)

        


   

  	
           

        	
           

        
	
           

        	
          (Tax Identification Number)

        


   

  Signature Guaranteed:

   

  	
           

        	
           

        


   

  THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION (BANKS, STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS
    AND CREDIT UNIONS WITH MEMBERSHIP IN AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM, PURSUANT TO S.E.C. RULE 17Ad-15 UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED).

   

  
    A-7 

    
      
 

  

   

  EXHIBIT B

   

  LEGEND

   

  THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES
    LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE. IN ADDITION, SUBJECT TO
    ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG BLUE OCEAN ACQUISITION CORP (THE “COMPANY”), BLUE OCEAN SPONSOR LLC AND THE OTHER PARTIES THERETO, THE SECURITIES REPRESENTED BY THIS CERTIFICATE
    MAY NOT BE SOLD OR TRANSFERRED PRIOR TO THE DATE THAT IS THIRTY (30) DAYS AFTER THE DATE UPON WHICH THE COMPANY COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT TO A
    PERMITTED TRANSFEREE (AS DEFINED IN SECTION 2 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT TO SUCH TRANSFER PROVISIONS.

   

  SECURITIES EVIDENCED BY THIS CERTIFICATE AND CLASS A ORDINARY SHARES OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO
    REGISTRATION RIGHTS UNDER A REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.

   

  NO. [               ] WARRANT

   

  

  B-1