Exhibit
        10.2

   

  INVESTMENT MANAGEMENT TRUST AGREEMENT

   

  This Investment Management Trust Agreement (this “Agreement”) is made effective as of December 2, 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, $168,300,000 of the gross proceeds of the Offering and sale of the Private Placement
    Warrants (as defined in the Underwriting Agreement) (or $193,545,000 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 $5,775,000, or $6,641,250 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 $866,250 (or $996,188 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 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; while account funds are invested or uninvested 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;

   

  (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;

   

  
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  (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.

   

  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;

   

  
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  (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 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;

   

  (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;

   

  
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  (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.

   

  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

   

  
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  (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.

   

  (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.

   

  
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  (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: Fran Wolf and Celeste Gonzalez

   

  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)            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.

   

  (g)         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.

   

  (h)          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.

   

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

   

  (j)           Except as specified herein, no party to this Agreement may assign its rights or delegate its obligations
    hereunder to any other person or entity without the written consent of the other party.

   

  (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:

        	
          /s/ Francis Wolf

        
	
           

        	
           

        	
          Name: Francis Wolf

        
	
           

        	
           

        	
          Title:   Vice President

        


   

  	
           

        	
          BLUE OCEAN ACQUISITION CORP

        
	
           

        	
           

        	
           

        
	
           

        	
          By:

        	
          /s/ Paul Bascobert

        
	
           

        	
           

        	
          Name: Paul Bascobert

        
	
           

        	
           

        	
          Title:   Chief Executive Officer

        


   

  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

        	
           

        	
          $3,500.00

        
	
           

        	
           

        	
           

        	
           

        	
           

        
	
          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

        	
           

        	
          $10,000.00

        
	
           

        	
           

        	
           

        	
           

        	
           

        
	
          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

        	
           

        	
          $250.00

        
	
           

        	
           

        	
           

        	
           

        	
           

        
	
          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: Fran Wolf and Celeste Gonzalez

  Email: Fwolf@continentalstock.com

  Email: Cgonzalez@continentalstock.com

   

  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: Fran Wolf and Celeste Gonzalez

  Email: Fwolf@continentalstock.com

  Email: Cgonzalez@continentalstock.com

   

  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.

   

  [Remainder of page intentionally left blank]

      

   

  
     

    
      

    

  

   

  	
           

        	
          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: Fran Wolf and Celeste Gonzalez

  Email: Fwolf@continentalstock.com

  Email: Cgonzalez@continentalstock.com

   

  Re: Trust Account 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: Fran Wolf and Celeste Gonzalez

  Email: Fwolf@continentalstock.com

  Email: Cgonzalez@continentalstock.com

   

  Re: Trust Account 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