Exhibit 10.3


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of [-], 2021 by and between Blue Ocean Acquisition
Corp, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company,
a New York corporation (the “Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-260889 (the “Registration Statement”) and prospectus
(the “Prospectus”) for the initial public offering of the Company’s units (the “Units”),
each of which consists of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary
Shares”), and one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one
Ordinary Share (such initial public offering hereinafter referred to as the “Offering”), has been declared
effective as of the date hereof by the U.S. Securities and Exchange Commission (capitalized terms used herein and not otherwise
defined shall have the meanings set forth in the Registration Statement); and


 


WHEREAS, the Company has
entered into an Underwriting Agreement (the “Underwriting Agreement”) with Needham & Company, LLC
(the “Underwriter”); and


 


WHEREAS, as described in
the Prospectus, $153,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as defined in the
Underwriting Agreement) (or $175,950,000 if the Underwriter’s option to purchase additional Units is exercised in full) will
be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the
“Trust Account”) for the benefit of the Company and the holders of the Ordinary Shares included in the
Units issued in the Offering as hereinafter provided (the amount to be delivered to the Trustee (and any interest subsequently
earned thereon) is referred to herein as the “Property,” the shareholders for whose benefit the
Trustee shall hold the Property will be referred to as the “Public Shareholders,” and the Public
Shareholders and the Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, pursuant to the
Underwriting Agreement, a portion of the Property equal to $5,250,000, or $6,037,500 if the Underwriter’s option to purchase
additional Units is exercised in full, is attributable to deferred underwriting discounts and commissions that will be payable
by the Company to the Underwriter upon the consummation of the Business Combination (as defined below) (the “Deferred
Discount”), provided that up to $787,500 (or $905,625 if the Underwriter’s option to purchase additional Units
is exercised in full) of such Deferred Discount may instead by paid, at the Company’s discretion, to third parties not participating
in the Offering (but are members of Financial Industry Regulatory Authority, Inc.) that assist the Company in consummating the
Business Combination (as defined below) (the “Discretionary Deferred Discount); and


 


WHEREAS, the Company and
the Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold
the Property.


 


NOW THEREFORE, IT IS AGREED:


 




    	 	 	 



     


    




 


1.           Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)       Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by
the Trustee in the United States at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated
assets of $100 billion or more) in the United States, maintained by the Trustee and at a brokerage institution selected by the
Trustee that is reasonably satisfactory to the Continental Stock Transfer & Trust Company;


 


(b)       Manage,
supervise and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c)       In
a timely manner, upon the written direction of the Company, invest and reinvest, in its discretion, the Property in United States
government securities within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended, having a maturity
of 185 days or less, or in money market funds meeting the conditions of paragraphs (d)(1), (d)(2), (d)(3) and (d)(4) of Rule 2a-7
promulgated under the Investment Company Act of 1940, as amended (or any successor rule), which invest only in direct U.S. government
treasury obligations, as determined by the Company; the Trustee may not invest in any other securities or assets, it being understood
that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder
and the Trustee may earn bank credits or other consideration. The written direction of the Company referenced above shall constitute
conclusive evidence that the investment is permitted under this Agreement;


 


(d)       Collect
and receive, when due, all principal, interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)       Promptly
notify the Company and the Underwriter of all communications received by the Trustee with respect to any Property requiring action
by the Company;


 


(f)       Supply
any necessary information or documents as may be directed by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account or in connection with the preparation or completion
of the audit of the Company’s financial statements by the Company’s auditors;


 


(g)       Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as and when directed
by the Company to do so;


 


(h)       Render
to the Company monthly written statements of the activities of, and amounts in, the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 




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(i)       Commence
liquidation of the Trust Account only after and promptly after (x) receipt of, and only in accordance with, the terms of a written
direction from the Company (“Termination Letter”) in a form substantially similar to that attached hereto
as either Exhibit A or Exhibit B, as applicable, signed on behalf of the Company by its Chief Executive Officer,
Chief Financial Officer or other authorized officer of the Company, and complete the liquidation of the Trust Account and distribute
the Property in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest
to pay dissolution expenses and net of taxes payable), only as directed in the Termination Letter and the other documents referred
to therein, or (y) upon the date which is the later of (1) 18 months (or up to 21 months if the period of time to consummate a
business combination is extended as described in the Prospectus) after the closing of the Offering and (2) such later date as may
be approved by the Company’s shareholders in accordance with the Company’s amended and restated memorandum and articles
of association, if a Termination Letter has not been received by the Trustee prior to such date, in which case the Trust Account
shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B and the
Property in the Trust Account, including interest earned on the funds held in the Trust Account (less up to $100,000 of interest
to pay dissolution expenses and net of taxes payable), shall be distributed to the Public Shareholders of record as of such date;


 


(j)       Upon
written direction from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit C (a “Tax Payment Withdrawal Instruction”), withdraw from the Trust Account and distribute
to the Company the amount of interest earned on the Property in such Trust Account as directed by the Company to cover any tax
obligation owed by the Company as a result of assets of the Company or interest or other income earned on the Property, which amount
shall be delivered directly to the Company by electronic funds transfer or other method of prompt payment, and the Company shall
forward such payment to the relevant taxing authority, so long as there is no reduction in the principal amount per share initially
deposited in the Trust Account; provided, however, that to the extent there is not sufficient cash in the Trust Account
to pay such tax obligation, the Trustee shall liquidate such assets held in the Trust Account as shall be designated by the Company
in writing to make such distribution (it being acknowledged and agreed that any such amount in excess of interest income earned
on the Property shall not be payable from the Trust Account). The written direction of the Company referenced above shall constitute
conclusive evidence that the Company is entitled to said funds;


 


(k)       Upon
written direction from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D (a “Shareholder Redemption Withdrawal Instruction”), the Trustee shall distribute
to the remitting brokers on behalf of Public Shareholders redeeming Ordinary Shares the amount required to pay redeemed Ordinary
Shares from Public Shareholders pursuant to the Company’s amended and restated memorandum and articles of association. The
written direction of the Company referenced above shall constitute conclusive evidence that the distribution is permitted under
this Agreement; and


 


(l)       Not
make any withdrawals or distributions from the Trust Account other than pursuant to written direction from the Company pursuant
to Section 1(i), (j) or (k) above.


  




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2.           Agreements
and Covenants of the Company. The Company hereby agrees and covenants to:


 


(a)       Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer, Chief Financial Officer
or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(i), (j)
or (k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic
advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized
above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;


 


(b)       Subject
to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all reasonable and documented
expenses, including reasonable outside counsel fees and disbursements, or losses suffered by the Trustee in connection with any
action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving
any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services
of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from
the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand
or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under
this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified
Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided
that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably
withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such
consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel;


 


(c)       Pay
the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and
transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood
that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections
1(i) through 1(j) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration
fee at the consummation of the Offering. The Trustee shall refund to the Company the annual administration fee (on a pro rata basis)
with respect to any period after the liquidation of the Trust Account. The Company shall not be responsible for any other fees
or charges of the Trustee except as set forth in this Section 2(c) and as may be provided in Section 2(b) hereof;


 


(d)       In
connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase,
reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”),
provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote
of such shareholders regarding such Business Combination;


 


(e)       Provide
the Underwriter with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect
to any proposed withdrawal from the Trust Account promptly after it issues the same;


 


(f)       Unless
otherwise agreed between the Company and the Underwriter, ensure that any Instruction Letter (as defined in Exhibit A) delivered
in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount (including,
in the Company’s sole discretion, the Discretionary Deferred Discount) is paid directly to the account or accounts directed
by the Underwriter on behalf of the Underwriter prior to any transfer of the funds held in the Trust Account to the Company or
any other person;


 




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(g)       Instruct
the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee
to make any distributions that are not permitted under this Agreement; and


 


(h)       If
the Company seeks to amend any provisions of its amended and restated memorandum and articles of association to modify the substance
or timing of the Company’s obligation to provide for the redemption of the Ordinary Shares in connection with an initial
Business Combination or to redeem 100% of the Ordinary Shares if the Company has not consummated an initial Business Combination
within the time period set forth therein (in each case, an “Amendment”), the Company will provide the
Trustee with an amendment notification letter in the form of Exhibit D providing instructions for the distribution of funds
to Public Shareholders who exercise their redemption option in connection with such Amendment.


 


3.           Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a)       Imply
obligations, perform duties, inquire or otherwise be subject to the provisions of any agreement or document other than this Agreement
and that which is expressly set forth herein. The Trustee undertakes to perform such duties and only such duties as are specifically
set forth in this Agreement, and no implied covenants or obligations shall be read into this Agreement against the Trustee. The
enumeration of any permissive right or power available to the Trustee shall not be the imposition of a duty (unless and to the
extent expressly set forth herein);


 


(b)       Take
any action with respect to the Property, other than as directed in Section 1 hereof, and the Trustee shall have no liability
to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(c)       Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received written direction from the Company given
as provided herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident
thereto;


 


(d)       Take
any action with respect to the investment of any Property, other than as directed pursuant to Section 1 hereof;


 


(e)       Refund
any depreciation in principal of any Property;


 


(f)       Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 




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(g)       The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively
and shall be protected in acting upon any direction order, notice, demand, certificate, opinion or advice of counsel (including
counsel chosen by the Trustee with written notification to the Company, which counsel may be the Company’s counsel), statement,
instrument, report or other paper or document (not only as to its due execution and the validity and effectiveness of its provisions,
but also as to the truth and acceptability of any information therein contained) which the Trustee believes, in good faith and
with reasonable care, to be genuine and to be signed or presented by the proper person or persons. The Trustee shall not be bound
by any notice or demand, or any waiver, modification, termination or rescission of this Agreement or any of the terms hereof, unless
evidenced by a written instrument delivered to the Trustee, signed by the proper party or parties and, if the duties or rights
of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(h)       Review
or verify the accuracy of the information contained in the Registration Statement;


 


(i)       Provide
any assurance that any Business Combination entered into by the Company or any other action taken by the Company is as contemplated
by the Registration Statement. The Trustee shall have no responsibility with respect to the Registration Statement;


 


(j)       File
information returns with respect to the Trust Account with any local, state or federal taxing authority or provide periodic written
statements to the Company documenting the taxes payable by the Company, if any, relating to any interest income earned on the Property;


 


(k)       Prepare,
execute and file tax reports, income or other tax returns and pay any taxes with respect to any income generated by, and activities
relating to, the Trust Account, regardless of whether such tax is payable by the Trust Account or the Company, including, but not
limited to, income tax obligations, except pursuant to Section 1(j) hereof; or


 


(l)       Investigate,
evaluate, qualify or verify any written direction received from the Company, including without limitation, written directions pursuant
to Sections 1(i), 1(j) or 1(k) hereof.


 


4.           Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 2(b) or Section 2(c) hereof, the Trustee shall pursue such Claim solely against
the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 




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5.           Termination.
This Agreement shall terminate as follows:


 


(a)       If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee, pending which the Trustee shall continue to act in accordance with this Agreement. At such
time that the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become
subject to the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee,
including but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this
Agreement shall terminate; provided, however, that in the event that the Company does not locate a successor trustee
within ninety (90) days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the
Property deposited with any court in the State of New York or with the United States District Court for the Southern District of
New York and upon such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b)       At
such time that the Trustee has completed the liquidation of the Trust Account and its obligations in accordance with the provisions
of Section 1(i) hereof (which section may not be amended under any circumstances) and distributed the Property in accordance
with the provisions of the Termination Letter, this Agreement shall terminate except with respect to Section 2(b).


 


(c)       If
the Offering is not consummated within ten business days of the date of this Agreement, any funds received by the Trustee from
the Company or Blue Ocean Sponsor LLC for purposes of funding the Trust Account shall be promptly returned to the Company or Blue
Ocean Sponsor LLC, as applicable.


 


6.           Miscellaneous.


 


(a)       The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating
to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe
unauthorized persons may have obtained access to such confidential information, or of any change in its authorized personnel. In
executing funds transfers, the Trustee shall rely upon all information supplied to it by the Company, including, account names,
account numbers, and all other identifying information relating to a Beneficiary, Beneficiary’s bank or intermediary bank.
Except for any liability arising out of the Trustee’s gross negligence, fraud or willful misconduct, the Trustee shall not
be liable for any loss, liability or expense resulting from any error in the information or transmission of the funds.


 


(b)       This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. This
Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.


 




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(c)       This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Section 1(i), 1(j) and 1(k) hereof (which sections may not be modified, amended or deleted without the
affirmative vote of two-thirds of the then outstanding Ordinary Shares and Class B ordinary shares, par value $0.0001 per share,
of the Company, voting together as a single class; provided that no such amendment will affect any Public Shareholder who
has properly elected to redeem his or her Ordinary Shares in connection with a shareholder vote to amend this Agreement to modify
the substance or timing of the Company’s obligation to provide for the redemption of the Ordinary Shares in connection with
an initial Business Combination or to redeem 100% of its Ordinary Shares if the Company does not complete its initial Business
Combination within the time frame specified in the Company’s amended and restated memorandum and articles of association),
this Agreement or any provision hereof may only be changed, amended or modified (other than to correct a typographical error) by
a writing signed by each of the parties hereto.


 


(d)       The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, State of New
York, for purposes of resolving any disputes hereunder. AS TO ANY CLAIM, CROSS-CLAIM OR COUNTERCLAIM IN ANY WAY RELATING TO THIS
AGREEMENT, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY.


 


(e)       Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery
or by electronic mail:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


1 State Street,


30th Floor


New York, New York 10004


Attention: Compliance Department


 


if to the Company, to:


 


Blue Ocean Acquisition Corp


2 Wisconsin Circle, 7th Floor


Chevy Chase, MD 20815


Attention: Marcus Brauchli


Stuart Karle


 


in each case, with copies to:


 


Sidley Austin LLP


787 Seventh Avenue


New York, NY 10019


Attn: Jon W. Daly; Kenny S. Terrero


E-mail: jdaly@sidley.com; kterrero@sidley.com


 


and


 


Needham & Company, LLC


250 Park Avenue, 10th Floor


New York, New York 10177


 




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and


 


DLA Piper LLP (US)


2000 University Avenue


East Palo Alto, CA 94303


Attn.: Curtis L. Mo, Esq


 


(f)       This
Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(g)       Each
of the Company and the Trustee hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder. The Trustee acknowledges and agrees that it
shall not make any claims or proceed against the Trust Account, including by way of set-off, and shall not be entitled to any funds
in the Trust Account under any circumstance.


 


(h)       This
Agreement is the joint product of the Trustee and the Company and each provision hereof has been subject to the mutual consultation,
negotiation and agreement of such parties and shall not be construed for or against any party hereto.


 


(i)       This
Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts
shall together constitute 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.


 


(j)       Each
of the Company and the Trustee hereby acknowledges and agrees that the Underwriter is a third-party beneficiary of this Agreement.


 




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(k)       Except
as specified herein, no party to this Agreement may assign its rights or delegate its obligations hereunder to any other person
or entity.


 


(Signature Page Follows)


 




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IN WITNESS WHEREOF,
the parties have duly executed this Investment Management Trust Agreement as of the date first written above.


 


 


	 	CONTINENTAL STOCK TRANSFER &
	 	TRUST COMPANY
	 	as Trustee
	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


 


	 	BLUE OCEAN ACQUISITION CORP
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


Signature Page to Investment Management Trust
Agreement




    	 	 	 



     


    




 


SCHEDULE A


 


	
        Fee Item
	
        Time and
        method of payment
	
        Amount

	Initial acceptance fee	Initial closing of IPO by wire transfer	$[-]
	Annual fee	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	$[-]
	Transaction processing fee for disbursements to Company under Sections 1(i), (j), and (k)	Billed to Company following disbursement made to Company under Section 1	$[-]
	Paying Agent services as required pursuant to Section 1(i) and 1(k)	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(k)	Prevailing rates



 






    	 	 	 



     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street,


30th Floor


New York, New York 10004


Attention: Compliance Department


Email: [-]


Copy to: [-]


 


Re: Trust Account Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i)
of the Investment Management Trust Agreement between Blue Ocean Acquisition Corp (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [-], 2021 (the “Trust
Agreement”), this is to advise you that the Company has entered into an agreement with           
(the “Target Business”) to consummate a business combination with Target Business (the “Business
Combination”) on or about [insert date]. The Company shall notify you at least 72 hours in advance of the
actual date (or such shorter time period as you may agree) of the consummation of the Business Combination (the “Consummation
Date”). Capitalized terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the
terms of the Trust Agreement, we hereby direct and authorize you to commence to liquidate all of the assets of the Trust Account,
and to transfer the proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to the effect that, on the Consummation
Date, all of the funds held in the Trust Account will be immediately available for transfer to the account or accounts that the
Company shall direct on the Consummation Date. It is acknowledged and agreed that while the funds are on deposit in said trust
operating account at J.P. Morgan Chase Bank, N.A. awaiting distribution, the Company will not earn any interest or dividends.


 


On the Consummation Date
(i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will
be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”),
and (ii) the Company shall deliver to you (a) a certificate of the Chief Executive Officer, Chief Financial Officer or other authorized
officer of the Company, which verifies that the Business Combination has been approved by a vote of the Company’s shareholders,
if a vote is held and (b) joint written instruction signed by the Company and the Underwriter with respect to the transfer of the
funds held in the Trust Account, including payment of the Deferred Discount from the Trust Account (the “Instruction
Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon
your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event
that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify
the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account
and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds, net of any payments necessary
for reasonable unreimbursed expenses related to liquidating the Trust Account, your obligations under the Trust Agreement shall
be terminated.


 




    	 	 	 



     


    




 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before
the original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company,
the funds held in the Trust Account shall be reinvested as provided in Section 1(c) of the Trust Agreement on the business day
immediately following the Consummation Date as set forth in such notice as soon thereafter as possible.


 


	 	Very truly yours,
	 	 
	 	Blue Ocean Acquisition Corp
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


cc: Needham & Company, LLC


 




    	 	 	 



     


    

 


EXHIBIT B


 


[Letterhead of Company]


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street,


30th Floor


New York, New York 10004


Attention: Compliance Department


Email: [-]


Copy to: [-]


 


Re: Trust Account Termination Letter


 


Ladies and Gentlemen:


 


Pursuant to Section 1(i)
of the Investment Management Trust Agreement between Blue Ocean Acquisition Corp (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [-], 2021 (the “Trust
Agreement”), this is to advise you that the Company has been unable to effect a business combination with a Target
Business (the “Business Combination”) within the time frame specified in the Company’s Amended
and Restated Memorandum and Articles of Association, as described in the Company’s Prospectus relating to the Offering. Capitalized
terms used but not defined herein shall have the meanings set forth in the Trust Agreement.


 


In accordance with the
terms of the Trust Agreement, we hereby direct and authorize you to liquidate all of the assets in the Trust Account and to transfer
the total proceeds into the trust operating account at J.P. Morgan Chase Bank, N.A. to await distribution to the Public Shareholders.
The Company has selected [-] as the effective date for the purpose of determining when the Public Shareholders will be entitled
to receive their share of the liquidation proceeds. You agree to be the paying agent of record (the “Paying Agent”)
and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Company’s Public Shareholders
in accordance with the terms of the Trust Agreement and the Amended and Restated Memorandum and Articles of Association of the
Company. Upon the distribution of all the funds, net of any payments necessary for reasonable unreimbursed expenses related to
liquidating the Trust Account, your obligations under the Trust Agreement shall be terminated, except to the extent otherwise provided
in Section 1(j) of the Trust Agreement.


 


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	 	Very truly yours,
	 	 
	 	Blue Ocean Acquisition Corp
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


cc: Needham & Company, LLC


 




    	 	 	 



     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street,


30th Floor


New York, New York 10004


Attention: Compliance Department


Email: [-]


Copy to: [-]


 


Re: Trust Account No. [-] Tax Payment Withdrawal Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section 1(j)
of the Investment Management Trust Agreement between Blue Ocean Acquisition Corp (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [-], 2021 (the “Trust
Agreement”), the Company hereby directs that you deliver to the Company $          
of the interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein shall have the
meanings set forth in the Trust Agreement.


 


The Company needs such
funds to pay for the tax obligations as set forth on the attached tax return or tax statement. In accordance with the terms of
the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt
of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	Blue Ocean Acquisition Corp
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


cc: Needham & Company, LLC


 




    	 	 	 



     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust Company


1 State Street,


30th Floor


New York, New York 10004


Attention: Compliance Department


Email: [-]


Copy to: [-]


 


Re: Trust Account No. [-] Shareholder Redemption Withdrawal
Instruction


 


Ladies and Gentlemen:


 


Pursuant to Section 1(k)
of the Investment Management Trust Agreement between Blue Ocean Acquisition Corp (the “Company”) and
Continental Stock Transfer & Trust Company (the “Trustee”), dated as of [-], 2021 (the “Trust
Agreement”), the Company hereby requests that you deliver to the Company’s shareholders $          
of the principal and interest income earned on the Property as of the date hereof. Capitalized terms used but not defined herein
shall have the meanings set forth in the Trust Agreement.


 


Pursuant to Section 1(k)
of the Trust Agreement, this is to advise you that the Company has sought, and had approved, an Amendment. Accordingly, in accordance
with the terms of the Trust Agreement, we hereby direct and authorize you to liquidate a sufficient portion of the Trust Account
and to transfer $           of the proceeds of the Trust Account to the trust
operating account at            for distribution to the shareholders that
have requested redemption of their shares in connection with such Amendment.


 


	 	Very truly yours,
	 	 
	 	Blue Ocean Acquisition Corp
	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


cc: Needham & Company, LLC