Exhibit 10.3





 


PRIVATE PLACEMENT UNITS PURCHASE AGREEMENT


 


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


 


WHEREAS, the Company intends to consummate
an initial public offering (the “Public Offering”) of the Company’s units, each such unit consisting
of one Class A ordinary share of the Company, par value $0.0001 per share (each, a “Share”) and one-third
of a redeemable warrant, each whole warrant entitling the holder to purchase one Share at an exercise price of $11.50 per Share,
as set forth in the Company’s Registration Statement on Form S-1, filed with the U.S. Securities and Exchange Commission
(the “SEC”), File Number 333-252050, under the Securities Act of 1933, as amended (the “Securities
Act”).


 


WHEREAS, the Purchaser has agreed to purchase
an aggregate of 725,000 units (and up to 800,000 units if the underwriters in the Public Offering exercise their option to purchase
additional units in full) (the “Private Placement Units”), including an aggregate of 241,667 private placement
warrants (the “Private Placement Warrants”) (or up to 266,667 Private Placement Warrants if the underwriters
exercise their option to purchase additional units in full) and 725,000 Shares (or up to 800,000 Shares if the underwriters exercise
their option to purchase additional units in full).


 


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


 


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


 


A.         Authorization
of the Private Placement Units. The Company has duly authorized the issuance and sale of the Private Placement Units, including
the Shares and Private Placement Warrants underlying the Private Placement Units, to the Purchaser.


 


B.          Purchase
and Sale of the Private Placement Units.


 


(i)           On
the date of the consummation of the Public Offering (the “IPO Closing Date”), the Company shall issue
and sell to the Purchaser, and the Purchaser shall purchase from the Company, 725,000 Private Placement Units at a price of $10.00
per Private Placement Unit for an aggregate purchase price of $7,250,000 (the “Purchase Price”). The
Purchaser shall pay the Purchase Price by wire transfer of immediately available funds in the following amounts: (i) $1,000,000
to the Company at a financial institution to be chosen by the Company, and (ii) $7,000,000 to the trust account (the “Trust
Account”) maintained by Continental Stock Transfer & Trust Company, acting as trustee, in each case in accordance
with the Company’s wiring instructions, at least one (1) business day prior to the IPO Closing Date. On the IPO Closing Date,
subject to the receipt of funds pursuant to the immediately prior sentence, the Company, at its option, shall deliver a certificate
evidencing the Private Placement Units purchased by the Purchaser on such date duly registered in the Purchaser’s name to
the Purchaser or effect such delivery in book-entry form.


 


(ii)          On
the date of any closing of the option to purchase additional units, if any, in connection with the Public Offering or on such
earlier time and date as may be mutually agreed by the Purchaser and the Company (each such date, an “Option Closing
Date”, and each Option Closing Date (if any) and the IPO Closing Date, a “Closing Date”),
the Company shall issue and sell to the Purchaser, and the Purchaser shall purchase from the Company, up to 75,000
Private Placement Units (or, to the extent the option to purchase additional units is not exercised in full, a lesser number of
Private Placement Units in proportion to portion of the option that is exercised) at a price of $10.00 per Private Placement Unit
for an aggregate purchase price of up to $750,000 (the “Option Purchase Price”). The Purchaser shall
pay the Option Purchase Price in accordance with the Company’s wire instruction by wire transfer of immediately available
funds to the Trust Account, at least one (1) business day prior to any Option Closing Date. On each Option Closing Date (if any),
subject to the receipt of funds pursuant to the immediately prior sentence, the Company shall, at its option, deliver a certificate
evidencing the Private Placement Units purchased on such date duly registered in the Purchaser’s name to the Purchaser or
effect such delivery in book-entry form.


 






     


     


    

 


C.          Terms
of the Private Placement Units.


 


(i)           The
Private Placement Units are substantially identical to the units to be offered in the Public Offering except: (a) as provided in
that letter agreement, dated as of the date hereof (the “Letter Agreement”), by and among the Company,
the Purchaser and each of the Company’s officers, directors and director nominees, and (b) the Private Placement Units are
being purchased pursuant to an exemption from the registration requirements of the Securities Act and will become freely tradable
only after the expiration of the lockup described above in the Letter Agreement and they are registered pursuant to the Registration
and Shareholder Rights Agreement (as defined below) or an exemption from registration is available, and the restrictions described
above in clause (a) have expired.


 


(ii)          Each
Private Placement Warrant included in the Private Placement Units shall have the terms set forth in a Warrant Agreement to be entered
into by the Company and a warrant agent, in connection with the Public Offering on the date hereof (the “Warrant Agreement”).


 


(iii)         On
thedate hereof, the Company and the Purchaser shall enter into a registration and shareholder rights agreement (the “Registration
and Shareholder Rights Agreement”) pursuant to which the Company will grant certain registration rights to the Purchaser
relating to the Private Placement Units, the Private Placement Warrants and the Shares underlying the Private Placement Warrants
and the Private Placement Units.


 


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


 


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


 


B.          Authorization;
No Breach.


 


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


 






     


     


    

 


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


 


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


 


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


 


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


 


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





 






     


     


    

 


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


 


B.          Authorization;
No Breach.


 


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


 


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


 


C.          Investment
Representations.


 


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


 


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


 


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


 


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


 


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


 






     


     


    

 


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


 


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


 


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


 


(ix)         The
Purchaser understands that the Private Placement Units and the Shares included in the Private Placement Units shall bear the following
legend and appropriate “stop transfer restrictions”:


 


“THE SECURITIES REPRESENTED HEREBY
HAVE NOT BEEN REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS, AND NEITHER
THE SECURITIES NOR ANY INTEREST THEREIN MAY BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF EXCEPT PURSUANT TO
AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT OR SUCH LAWS OR AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT AND SUCH LAWS
WHICH, IN THE OPINION OF COUNSEL, IS AVAILABLE.


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO LOCKUP PROVISIONS AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF DURING THE TERM OF
THE LOCKUP.”


 


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


 









     


     


    

 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


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


 


Section 6.             Miscellaneous.


 


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


 






     


     


    

 


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


 


C.          Counterparts.
This Agreement may be executed simultaneously in two or more counterparts, none of which need contain the signatures of more than
one party, but all such counterparts taken together shall constitute one and the same agreement. Signatures to this Agreement transmitted
via facsimile or e-mail shall be valid and effective to bind the party so signing.


 


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


 


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


 


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


 


[Signature page follows]





 






     


     


    

 


IN WITNESS WHEREOF, the undersigned
have duly executed this Agreement as of the date first written above.


 


	 	BLUERIVER ACQUISITION CORP.
	 	 	 
	 	By: 	 
	 	 	Name: Randall Mays
	 	 	Title: Co-Chairman and Chief Financial Officer
	 	 	 
	 	BLUERIVER VENTURES, LLC, as Purchaser
	 	 	 
	 	By:    	 
	 	 	Name: Randall Mays
	 	 	Title: Manager



 


[Signature Page to Private Placement
Units Purchase Agreement]


 



     


     


    

 


EXHIBIT A


 


Warrant Agreement





 






     


     


    

 


EXHIBIT B


 


Registration and Shareholder Rights Agreement