Exhibit 4.2

    

     

    

    PRIVATE WARRANT AGREEMENT

     

    THIS PRIVATE WARRANT AGREEMENT, dated as of November 17, 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between bleuacacia ltd, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer &
      Trust Company, a New York limited purpose trust company, as warrant agent (the “Warrant Agent”).

     

    WHEREAS, on November 17, 2021, the Company entered into that certain Private Placement Warrants Purchase Agreement with bleuacacia sponsor LLC, a Cayman
      Islands limited liability company (the “Sponsor”), pursuant to which the Sponsor will purchase an aggregate of 6,800,000 warrants (or up to 7,520,000 warrants if the underwriters in the
      Offering exercise their over-allotment option in full) simultaneously with the closing of the Offering bearing the legend set forth in Exhibit A hereto (the “Private Placement Warrants”)
      at a purchase price of $1.00 per Private Placement Warrant;

     

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

     

    WHEREAS, the Company is engaged in an initial public offering (the “Offering”) of units of
      the Company’s equity securities, each such unit comprised of one Class A ordinary share, par value $0.0001 per share (“Ordinary Shares”) of the Company, one right to receive one-sixteenth of
      one Ordinary Share (the “Rights”) and one-half of one redeemable warrant (the “Public Warrants”, which, with the Ordinary Shares
      and the Rights, comprise the “Units”) and, in connection therewith, has determined to issue and deliver up to 13,800,000 redeemable Public Warrants (including up to 1,800,000 redeemable
      Public Warrants subject to the over-allotment option) to public investors in the Offering;

     

    WHEREAS, the Company has filed with the U.S. Securities and Exchange Commission (the “Commission”)
      one or more registration statements (together, the “Registration Statement”) and the related final prospectus (the “Prospectus”),
      for the registration, under the Securities Act of 1933, as amended (the “Securities Act”), of the issuance of the Units, the Rights, the Public Warrants and the Ordinary Shares included in
      the Units;

     

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

     

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

     

    WHEREAS, all acts and things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and
      countersigned by or on behalf of the Warrant Agent (in the case of definitive physical warrant certificates) or otherwise registered (in the case of book entry warrants), as provided herein, the valid, binding and legal obligations of the Company,
      and to authorize the execution and delivery of this Agreement.

     

    
      
        


    

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

     

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

     

    2.            Warrants.

     

    2.1          Form of Warrant.  Each Warrant shall initially be
        issued in registered form only.  Warrants may be represented by one or more physical definitive certificates or by book-entry.

     

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

     

    2.3          Registration.

     

    2.3.1          Warrant Register.  The Warrant Agent shall
        maintain books (the “Warrant Register”) for the registration of the initial issuance of the Warrants and the registration of transfer of the Warrants.  Upon the initial issuance of the
        Warrants in book-entry form, the Warrant Agent shall issue and register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions delivered to the Warrant Agent by the Company. 
        All of the Public Warrants shall initially be registered in the name of the nominee designated by The Depository Trust Company (the “Depository”) and registered in the name of a nominee of
        the Depository.  If requested, the Registered Holder (as defined below) shall be issued a definitive certificate in physical form evidencing such Warrants, which shall be in the form attached hereto as Exhibit B (the “Definitive Warrant Certificate”).

     

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

     

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

     

      

    
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    3.           Terms and Exercise of Warrants.

     

    3.1          Warrant Price.  Each Warrant shall entitle
        the Registered Holder thereof, subject to the provisions of such Warrant and this Agreement, to purchase from the Company the number of Ordinary Shares stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section
        4 and in the penultimate sentence of this Section 3.1.  The term “Warrant Price” as used in this Agreement shall mean the price per share (including in cash or by payment for the Warrants
        pursuant to a “cashless exercise,” to the extent permitted hereunder) at which each Ordinary Share may be purchased at the time a Warrant is exercised.  The Company in its sole discretion may lower the Warrant Price at any time prior to the
        Expiration Date (as defined below) for a period of not less than fifteen (15) Business Days (unless otherwise registered by the Commission, any national securities exchange upon which the Warrants are then listed or applicable law); provided,
        however, that the Company shall provide at least three (3) days prior written notice of such reduction to Registered Holders of the Warrants; provided, further, that any such reduction shall be identical among all of the Warrants.  The term “Business Day” means a day other than a Saturday, Sunday or federal holiday, or which banks in New York City are generally open for normal business.

     

      

    3.2          Duration of Warrants.  A Warrant may be exercised
        only during the period (the “Exercise Period”) (A) commencing on the date that is thirty (30) days after the first date on which the Company completes a Business Combination, and (B)
        terminating upon the earliest to occur of (x) at 5:00 p.m., New York City time, on the date that is five (5) years after the date on which the Company completes its initial Business Combination and (y) the liquidation of the Company in accordance
        with the Company’s amended and restated memorandum and articles of association (as further amended, supplemented or otherwise modified from time to time, the “Memorandum and Articles of
          Association”), if the Company fails to consummate a Business Combination (the “Expiration Date”); provided, however, that the exercise of any Warrant shall be subject to the
        satisfaction of any applicable conditions, as set forth in subsection 3.3.2 with respect to an effective registration statement or a valid exemption being available.  Each Warrant not exercised on or before the Expiration Date shall become null and
        void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York City time, on the Expiration Date.  The Company in its sole discretion may extend the duration of the Warrants by delaying the
        Expiration Date; provided, however, that the Company shall provide at least twenty (20) days prior written notice of any such extension to Registered Holders of the Warrants; provided, further, that any such extension shall be identical in duration
        among all of the Warrants.

     

    3.3          Exercise of Warrants.

     

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

     

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

     

     (b)               by surrendering the Warrants for that number of
        Ordinary Shares equal to the quotient obtained by dividing (x) the product of the number of Ordinary Shares underlying the Warrants, multiplied by the excess of the Fair Market Value (as defined in this subsection 3.3.1(b)) of the
        Ordinary Shares over the Warrant Price by (y) the Sponsor Fair Market Value.  Solely for purposes of this subsection 3.3.1(b), the “Sponsor Fair Market Value” shall mean the
        volume-weighted average last reported sale price of the Ordinary Shares as reported for the ten (10) trading days ending on the third (3rd) trading day prior to the date on which the notice of exercise of the Private Placement Warrant or Working
        Capital Warrant is sent to the Warrant Agent.

     

    
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    Only whole Warrants are exercisable and a holder of the Public Warrants will not be able to exercise any fraction of a Warrant.

     

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

     

    3.3.3            Valid Issuance.  All Ordinary Shares issued
        upon the proper exercise of a Warrant in conformity with this Agreement and the Amended and Restated Memorandum and Articles of Association shall be validly issued, fully paid and
        non-assessable.

     

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

     

      

    
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     3.3.5            Maximum Percentage.  A holder of a Warrant
        may notify the Company in writing in the event it elects to be subject to the provisions contained in this subsection 3.3.5; provided, however, that no holder of a Warrant shall be subject to this subsection 3.3.5 unless he, she or it makes such
        election.  If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant, and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise,
        such person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount) as the electing holder may specify (the “Maximum Percentage”) of the Ordinary Shares outstanding immediately after giving effect to such exercise.  For purposes of the foregoing sentence, the aggregate number of Ordinary Shares beneficially owned by such
        person and its affiliates shall include the number of Ordinary Shares issuable upon exercise of the Warrant with respect to which the determination of such sentence is being made, but shall exclude Ordinary Shares that would be issuable upon (x)
        exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially owned by
        such person and its affiliates (including, without limitation, any convertible notes or convertible preferred shares or warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein.  Except as set forth
        in the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange
          Act”).  For purposes of the Warrant, in determining the number of issued and outstanding Ordinary Shares, the holder may rely on the number of issued and outstanding Ordinary Shares as reflected in (1) the Company’s most recent annual
        report on Form 10-K, quarterly report on Form 10-Q, current report on Form 8-K or other public filing with the Commission as the case may be, (2) a more recent public announcement by the Company or (3) any other notice by the Company or the
        transfer agent for the Ordinary Shares setting forth the number of Ordinary Shares issued and outstanding.  For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business Days, confirm
        orally and in writing to such holder the number of Ordinary Shares then issued and outstanding.  In any case, the number of outstanding Ordinary Shares shall be determined after giving effect to the conversion or exercise of equity securities of
        the Company by the holder and its affiliates since the date as of which such number of outstanding Ordinary Shares was reported.  By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum
        Percentage applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.

     

    4.            Adjustments.

     

    4.1           Share Dividends.

     

    4.1.1            Share Dividends; Split-Ups.  If after the date
        hereof, and subject to the provisions of Section 4.6, the number of outstanding Ordinary Shares is increased by a share dividend payable in Ordinary Shares, or by a split-up of Ordinary Shares, or other similar
        event, then, on the effective date of such share dividend, split-up or similar event, the number of Ordinary Shares issuable on exercise of each Warrant shall be increased in proportion to such increase in the outstanding Ordinary Shares.  A rights
        offering to holders of Ordinary Shares entitling holders to purchase Ordinary Shares at a price less than the “Fair Market Value” (as defined below) shall be deemed a share dividend of a
        number of Ordinary Shares equal to the product of (i) the number of Ordinary Shares actually sold in such rights offering (or issuable under any other equity securities sold in such rights offering that are convertible into or exercisable for the
        Ordinary Shares) multiplied by (ii) one (1) minus the quotient of (x) the price per Ordinary Share paid in such rights offering divided by (y) the Fair Market Value.  For purposes of this subsection 4.1.1, (i) if the rights offering is for
        securities convertible into or exercisable for Ordinary Shares, in determining the price payable for the Ordinary Shares, there shall be taken into account any consideration received for such rights, as well as any additional amount payable upon
        exercise or conversion and (ii) “Fair Market Value” means the volume weighted average price of the Ordinary Shares as reported during the ten (10) trading day period ending on the trading
        day prior to the first (1st) date on which the Ordinary Shares trade on the applicable exchange or in the applicable market, regular way, without the right to receive such rights.

     

    
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    4.1.2           Extraordinary Dividends.  If the Company, at any
        time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution in cash, securities or other assets to the holders of the Ordinary Shares on account of such Ordinary Shares (or other shares of the Company’s
        capital stock into which the Warrants are convertible), other than (a) as described in subsection 4.1.1, (b) Ordinary Cash Dividends (as defined below), (c) to satisfy the redemption rights of the holders of the Ordinary Shares in connection with a
        proposed initial Business Combination, (d) to satisfy the redemption rights of the holders of the Ordinary Shares in connection with a shareholder vote to approve an amendment to the Memorandum and Articles of Association in accordance with the Memorandum and Articles of Association, or (e) in connection with the redemption of Ordinary Shares included in the Units sold in the Offering upon the Company’s failure to complete the
        Company’s initial Business Combination and any subsequent distribution of its assets upon its liquidation (any such non-excluded event, an “Extraordinary Dividend”), then the Warrant Price
        shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the amount of cash and/or the fair market value (as determined by the Board in good faith) of any securities or other assets paid on each Ordinary
        Share in respect of such Extraordinary Dividend.  For purposes of this subsection 4.1.2, “Ordinary Cash Dividends” means any cash dividend or cash distribution which, when combined on a
        per share basis, with the per share amounts of all other cash dividends and cash distributions paid on the Ordinary Shares during the 365-day period ending on the date of declaration of such dividend or distribution (as adjusted to appropriately
        reflect any of the events referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary
        Shares issuable on exercise of each Warrant) does not exceed $0.50 (being five percent (5%) of the offering price of the Units in the Offering), which amount shall be adjusted to appropriately reflect any of the events referred to this Section 4 and excluding cash dividends or other cash distributions that resulted in an adjustment to the Warrant Price or to the number of Ordinary Shares issuable upon exercise of each Warrant.

     

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

     

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

     

    4.4          Capital Raised in Connection with the Initial Business
          Combination.  If the Company issues additional Ordinary Shares or equity-linked securities for capital raising purposes in connection with the closing of its initial Business Combination at an issue price or effective issue price of less than
        $9.20 per Ordinary Share (with such issue price or effective issue price to be determined in good faith by the Board and, in the case of any such issuance to bleuacacia sponsor LLC, a Cayman Islands limited liability company (the “Sponsor”) or its affiliates, without taking into account any Class B ordinary shares of the Company, par value $0.0001 per share (“Class B
          Ordinary Shares”) held by the Sponsor or such affiliates, as applicable, prior to such issuance (the “Newly Issued Price”)), (y) the aggregate gross proceeds from such issuances
        represent more than sixty percent (60%) of the total equity proceeds, and interest thereon, available for the funding of the initial Business Combination on the date of the consummation of the initial Business Combination (net of redemptions), and
        (z) the volume-weighted average trading price of the Ordinary Shares during the twenty (20) trading day period  starting on the trading day after the day on which the Company consummates the initial Business Combination (such price, the “Market Value”) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to one-hundred-fifteen percent (115%) of the greater of the Market Value and the
        Newly Issued Price.

     

    
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    4.5          Replacement of Securities upon Reorganization, etc. 
        In case of any reclassification or reorganization of the outstanding Ordinary Shares (other than a change under subsections 4.1.1 or 4.1.2 or Section 4.2 or that solely
        affects the par value of such Ordinary Shares), or in the case of any merger or consolidation of the Company with or into another entity or conversion of the Company into another type of entity (other than a consolidation or merger in which the
        Company is the continuing entity and that does not result in any reclassification or reorganization of the outstanding Ordinary Shares), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of
        the Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the holders of the Warrants shall thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions
        specified in the Warrants and in lieu of the Ordinary Shares of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented thereby, the kind and amount of shares of stock or other securities or
        property (including cash) receivable upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder of the Warrants would have received if such holder had exercised
        his, her or its Warrant(s) immediately prior to such event (the “Alternative Issuance”); provided, however, that: (i) if the holders of the Ordinary Shares were entitled to exercise a
        right of election as to the kind or amount of securities, cash or other assets receivable upon such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance for which each Warrant
        shall become exercisable shall be deemed to be the weighted average of the kind and amount received per share by the holders of the Ordinary Shares in such consolidation or merger that affirmatively make such election; (ii) if a tender, exchange or
        redemption offer shall have been made to and accepted by the holders of the Ordinary Shares (other than a tender, exchange or redemption offer made by the Company in connection with redemption rights held by shareholders of the Company as provided
        for in the Memorandum and Articles of Association or as a result of the redemption of the Ordinary Shares by the Company if a proposed initial Business Combination is presented to the shareholders of the Company for approval) under circumstances in
        which, upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of Rule 13d-5(b)(1) under the Exchange Act) of which such maker is a part, and together with any affiliate or
        associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act) and any members of any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the Exchange Act)
        securities representing more than 50% of the aggregate voting power, including the power to vote on the election of directors of the Company, of the issued and outstanding equity securities of the Company, and (for the avoidance of doubt) such
        tender offer results in a change of control of the Company, the holder of a Warrant shall be entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder would actually have been
        entitled as a shareholder if such Warrant holder had exercised the Warrant prior to the expiration of such tender or exchange offer, accepted such offer and all of the Ordinary Shares held by such holder had been purchased pursuant to such tender
        or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as nearly equivalent as possible to the adjustments provided for in this Section 4; and (iii) if less
        than seventy percent (70%) of the consideration receivable by the holders of the Ordinary Shares in the applicable event is payable in the form of shares in the successor entity that is listed for trading on a national securities exchange or is
        quoted in an established over-the-counter market, or is to be so listed for trading or quoted immediately following such event, and if the Registered Holder properly exercises the Warrant within thirty (30) days following the public disclosure of
        the consummation of such applicable event by the Company pursuant to a Current Report on Form 8-K filed with the Commission, the Warrant Price shall be reduced by an amount (in dollars) equal to the difference, if positive, of (i) the Warrant Price
        in effect prior to such reduction minus (ii) (A) the Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below) (which amount determined under this clause (ii) shall not be less than zero).  The “Black-Scholes Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes model as calculated by an accounting,
        appraisal, investment banking firm or consultant of nationally recognized standing that is, in the good faith judgment of the Board, qualified to make such calculation.  “Per Share Consideration”
        means (i) if the consideration paid to holders of the Ordinary Shares consists exclusively of cash, the amount of such cash per Ordinary Share, and (ii) in all other cases, the volume weighted average price of the Ordinary Shares as reported during
        the ten (10) trading day period ending on the trading day prior to the effective date of the applicable event.  If any reclassification or reorganization also results in a change in Ordinary Shares covered by subsection 4.1.1, then such adjustment
        shall be made pursuant to subsection 4.1.1 or Sections 4.2, 4.3 and this Section 4.5.  The provisions of this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales or other transfers.  In no event will the Warrant Price be reduced to less than the par value per share
        issuable upon exercise of the Warrant.

     

    
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    4.6         Notices of Changes in Warrant.  Upon every
      adjustment of the Warrant Price or the number of Ordinary Shares issuable upon exercise of a Warrant, the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such adjustment and
      the increase or decrease, if any, in the number of Ordinary Shares purchasable at such price upon the exercise of a Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based; provided,
      however, that no adjustment to the number of Ordinary Shares issuable upon exercise of a Warrant shall be required until cumulative adjustments amount to one percent (1%) or more of the number of Ordinary Shares issuable upon exercise of a Warrant as
      last adjusted; provided, further, that any such adjustments that are not made are carried forward and taken into account in any subsequent adjustment.  Notwithstanding the foregoing, all such carried forward adjustments shall be made (i) in
      connection with any subsequent adjustment that (taken together with such carried forward adjustments) would result in a change of at least one percent (1%) in the number of Ordinary Shares issuable upon exercise of a Warrant and (ii) on the exercise
      date of any Warrant.  Upon the occurrence of any event specified in Sections 4.1, 4.2, 4.3 or 4.5 in connection with which an adjustment is made to the Warrant Price or the number of Ordinary Shares issuable upon exercise of a Warrant, the Company shall give written notice of the occurrence of such event to each holder of a
      Warrant, at the last address set forth for such holder in the Warrant Register, of the record date or the effective date of the event.  Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.

      

      

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

    

     

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

     

    4.9         No Adjustment.  For the avoidance of doubt, no
        adjustment shall be made to the terms of the Warrants solely as a result of an adjustment to the conversion ratio of the Class B Ordinary Shares into Ordinary Shares or the conversion of the Class B Ordinary Shares into Ordinary Shares, in each
        case, pursuant to the Memorandum and Articles of Association.

     

    
      8

      
        


    

    5.          Transfer and Exchange of Warrants.

     

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

     

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

     

    5.3          Transfers of Fractions of Warrants.  The Warrant
        Agent shall not be required to effect any registration of transfer or exchange of the Warrants which would require the issuance of a Warrant certificate or book-entry position for a fraction of a Warrant.

     

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

     

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

     

     

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

     

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

     

    6.2          Lost, Stolen, Mutilated or Destroyed Warrants.  If
        any Warrant is lost, stolen, mutilated or destroyed, the Company and the Warrant Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated Warrant, include the surrender
        thereof), issue a new Warrant of like denomination, tenor and date as the Warrant so lost, stolen, mutilated or destroyed, and countersigned by the Warrant Agent.  Any such new Warrant shall constitute a substitute contractual obligation of the
        Company, whether or not the allegedly lost, stolen, mutilated or destroyed Warrant shall be at any time enforceable by anyone.  The Warrant Agent may, at its option, countersign replacement Warrants for mutilated certificates upon presentation
        thereof without such indemnity.

     

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

     

    
      9

      
        


    

                  6.4          Registration of Ordinary Shares.  The Company agrees that as soon as practicable, but in no event later than twenty
      (20) Business Days after the closing of the initial Business Combination, it shall use its commercially reasonable efforts to file with the Commission a registration statement for the registration, under the Securities Act, of the Ordinary Shares
      issuable upon exercise of the Warrants.  The Company shall use its commercially reasonable efforts to cause the same to become effective within sixty (60) Business Days following the closing of the initial Business Combination and to maintain the
      effectiveness of such registration statement, and a current prospectus relating thereto, until the expiration of the Warrants in accordance with the provisions of this Agreement.7.Concerning the Warrant Agent and Other Matters.

     

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

     

    7.2          Resignation, Consolidation, or Merger of Warrant Agent.

     

        

                  7.21            Appointment of Successor Warrant Agent.  The Warrant Agent, or any successor to it hereafter appointed, may resign
      its duties and be discharged from all further duties and liabilities hereunder after giving ninety (90) days’ notice in writing to the Company.  If the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the
      Company shall appoint in writing a successor Warrant Agent in place of the Warrant Agent.  If the Company shall fail to make such appointment within a period of thirty (30) days after it has been notified in writing of such resignation or incapacity
      by the Warrant Agent or by the holder of a Warrant (who shall, with such notice, submit his, her or its Warrant for inspection by the Company), then the holder of any Warrant may apply to the Supreme Court of the State of New York for the County of
      New York for the appointment of a successor Warrant Agent at the Company’s cost.  Any successor Warrant Agent, whether appointed by the Company or by such court, shall be authorized under applicable laws to exercise the powers of a transfer agent and
      subject to supervision or examination by federal or state authority.  After appointment, any successor Warrant Agent shall be vested with all the authority, powers, rights, immunities, duties and obligations of its predecessor Warrant Agent with like
      effect as if originally named as Warrant Agent hereunder, without any further act or deed but, if for any reason it becomes necessary or appropriate, the predecessor Warrant Agent shall execute and deliver, at the expense of the Company, an
      instrument transferring to such successor Warrant Agent all the authority, powers, and rights of such predecessor Warrant Agent hereunder and, upon request of any successor Warrant Agent the Company shall make, execute, acknowledge, and deliver any
      and all instruments in writing for more fully and effectually vesting in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties and obligations. 

     

    

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

     

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

     

    7.3          Fees and Expenses of Warrant Agent.

     

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

     

    
      10

      
        


    

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

     

    7.4          Liability of Warrant Agent.

     

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

     

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

     

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

     

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

     

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

     

    
      11

      
        


    

    8.          Miscellaneous Provisions.

     

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

     

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

     

    bleuacacia ltd

    500 Fifth Avenue

    New York, New York 10110

    Attention: Co-Chief Executive Officers

    

    

    with a copy to (which shall not constitute notice):

     

    Freshfields Bruckhaus Deringer US LLP

    601 Lexington Avenue New York, New York 10022

    Attention: Valerie Ford Jacob, Esq.

    Email: valerie.jacob@freshfields.com

    

    

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

     

    Continental Stock Transfer & Trust Company

    1 State Street, 30th Floor

    New York, New York 10004

    Attention: Compliance Department

    

    

    8.3         Applicable Law; Jurisdiction.  The validity, interpretation, and performance of this Agreement and the Warrants shall be governed in
      all respects by 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.  The Company hereby agrees that any action, proceeding or
      claim against it arising out of or relating in any way to this Agreement shall be brought and enforced in the courts of the  City of New York, County of New York, State of New York, the United States District Court for the Southern District of New
      York or the federal district courts of the United States, and irrevocably submits to such jurisdiction, which jurisdiction shall be exclusive.  The Company hereby waives any objection to such exclusive jurisdiction and that such courts represent an
      inconvenient forum.  Notwithstanding the foregoing, the provisions of this paragraph will not apply to suits brought to enforce (i) any liability or duty created by the Exchange Act or the rules and regulations thereunder for which Section 27 of the
      Exchange Act creates exclusive federal jurisdiction, (ii) with respect to suits brought in federal courts, any duty or liability created by the Securities Act or the rules and regulations thereunder for which Section 22 of the Securities Act creates
      concurrent jurisdiction for federal and state courts or (iii) any other claim for which the federal district courts of the United States of America are the sole and exclusive forum.  Any person or entity purchasing or otherwise acquiring any interest
      in the Warrants shall be deemed to have notice of and to have consented to the forum provisions in this Section 8.3.  If any action, the subject matter of which is within the scope of the forum provisions above,
      is filed in a court other than a court located within the City of New York, County of New York, State of New York or the United States District Court for the Southern District of New York (a “foreign

        action”) in the name of any holder of the Warrants, such holder of the Warrants shall be deemed to have consented to (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States
      District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service
      of process made upon such holder of the Warrants in any such enforcement action by service upon such holder’s counsel in the foreign action as agent for such holders of the Warrants.

     

    
      12

      
        


    

    8.4         Compliance and Confidentiality.  The Warrant Agent
        shall perform its duties under this Agreement in compliance with all applicable laws, including those relating to privacy, data protection and information security, shall keep confidential all information (including personally identifiable
        information and personal data) relating to this Agreement and, except as required by applicable law, shall not use such information for any purpose other than the performance of the Warrant Agent’s obligations under this Agreement.

     

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

     

    

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

     

    8.7       Counterparts; Electronic Signatures.  This Agreement
        may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.  A signature
        to this Agreement transmitted electronically shall have the same authority, effect and enforceability as an original signature.

     

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

     

    8.9          Amendments.  This Agreement may be amended by the
        parties hereto without the consent of any Registered Holder for the purpose of (i) curing any ambiguity, or curing, correcting or supplementing any defective provision contained herein, including to conform the provision of the Warrants and this
        Agreement to the description of the Warrants and this Agreement in the Prospectus, (ii) adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties may deem necessary or desirable and
        that the parties deem shall not adversely affect the rights of the Registered Holders under the Warrants and this Agreement or (iii) to provide for the delivery of an Alternative Issuance pursuant to Section 4.5,
        to reflect changes to the definition of “Ordinary Cash Dividend” or to reflect other adjustments required by Section 4.  All other modifications or
        amendments, including any modification or amendment to increase the Warrant Price or shorten the Exercise Period shall require the vote or written consent of the Registered Holders of fifty percent (50%) of the number of the then outstanding
        Warrants.  Notwithstanding the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and 3.2,
        respectively, without the consent of the Registered Holders.  The Company covenants and agrees to not lower the Warrant Price or extend the duration of the Exercise Period of the Warrants without taking the same actions with respect to the Public
        Warrants.

     

      

    
      13

      
        


    

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

     

    8.11       Business Continuity Plan.  The Warrant Agent shall
        maintain plans for business continuity, disaster recovery, and backup capabilities and facilities designed to ensure the Warrant Agent’s continued performance of its obligations under this Agreement, including, without limitation, loss of
        production, loss of systems, loss of equipment, failure of carriers and the failure of the Warrant Agent’s or its supplier’s equipment, computer systems or business systems (“Business Continuity
          Plan”).  Such Business Continuity Plan shall include, but shall not be limited to, testing, accountability and corrective actions designed to be promptly implemented, if necessary.  In addition, in the event that the Warrant Agent has
        knowledge of an incident affecting the integrity or availability of such Business Continuity Plan, then the Warrant Agent shall, as promptly as practicable, but no later than twenty-four (24) hours (or sooner to the extent required by applicable
        law or regulation) after the Warrant Agent becomes aware of such incident, notify the Company in writing of such incident and provide the Company with updates, as deemed appropriate by the Warrant Agent under the circumstances, with respect to the
        status of all related remediation efforts in connection with such incident.  The Warrant Agent represents that, as of the date of this Agreement, such Business Continuity Plan is active and functioning normally in all material respects.

     

    8.12        Confidentiality.  The Warrant Agent and the Company
        agree that all books, records, information and data pertaining to the business of the other party, including, inter alia, personal, non-public warrant holder information, which are exchanged or received pursuant to the negotiation or the carrying
        out of this Warrant Agreement, including the fees for services, shall remain confidential, and shall not be voluntarily disclosed to any other person, except as may be required by law or regulation, including, without limitation, pursuant to
        requests from the Commission and subpoenas from state or federal government authorities (e.g., in divorce and criminal actions).

     

      

    
      14

      
        


    

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

     

    	
            BLEUACACIA LTD

          	 
	 	 	 
	
            By:

          	
            /s/ Thomas Northover

          	 	 
	 	
                 Name: Thomas Northover

          	 
	 	
                 Title: Executive Director

          	 
	 	 	 
	 	 	 
	
            CONTINENTAL STOCK TRANSFER & TRUST COMPANY,

          	 
	
            as Warrant Agent

          	 
	 	 	 
	
            By:

          	
            /s/ Douglas Reed

          	 	 
	 	
                 Name: Douglas Reed

          	 
	 	
                 Title: Vice President

          	 


    

    

    
      
        


    

    
     EXHIBIT A

     

    LEGEND

     

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

     

    THE SECURITIES REPRESENTED HEREBY AND THE CLASS A ORDINARY SHARES OF BLEUACACIA LTD (THE “COMPANY”) ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS
        AGREEMENT TO BE EXECUTED BY THE COMPANY.

     

    NO. [ ] WARRANT

     

    
      A-1

      
        


    

    
    EXHIBIT B

     

    NUMBER W–[   ] NO. [   ] WARRANTS

     

    SEE REVERSE FOR CERTAIN DEFINITIONSCUSIP [         ]

     

    WARRANTS

     

    THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW

     

    BLEUACACIA LTD

     

    Organized Under the Laws of the Cayman Islands

     

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

     

    Each whole Warrant is initially exercisable for one fully paid and non-assessable Ordinary Share.  No fractional shares will be issued upon exercise of
      any Warrant.  If, upon the exercise of Warrants, a holder would be entitled to receive a fractional interest in an Ordinary Share, the Company will, upon exercise, round down to the nearest whole number of the number of Ordinary Shares to be issued
      to the holder of the Warrant.  The number of Ordinary Shares issuable upon exercise of the Warrants is subject to adjustment upon the occurrence of certain events as set forth in the Warrant Agreement.

     

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

     

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

     

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

     

    This Warrant Certificate shall not be valid unless countersigned by the Warrant Agent, as such term is used in the Warrant Agreement.

     

    
      B-1

      
        


    

    
    This Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York.

     

    	
            BLEUACACIA LTD

          	 
	 	 	 
	
            By

          	

          	 	 
	 	
            Name:

          	 
	 	
            Title:

          	 
	 	 	 
	
            CONTINENTAL STOCK TRANSFER & TRUST COMPANY,

          	 
	
            as Warrant Agent

          	 
	 	 	 
	
            By

          	

          	 	 
	 	
            Name:

          	 
	 	
            Title:

          	 


    

    

    
      B-2

      
        


    

    [REVERSE OF WARRANT CERTIFICATE]

     

    The Warrants evidenced by this Warrant Certificate are part of a duly authorized issue of Warrants entitling the holder on exercise to receive Ordinary
      Shares and are issued or to be issued pursuant to the warrant agreement, dated as of November 17, 2021, 2021 (as amended, supplemented or otherwise modified from time to time, the “Warrant
        Agreement”), by and between the Company to Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (or successor warrant agent) (collectively, the “Warrant Agent”), which Warrant Agreement is hereby incorporated by reference in and made a part of this instrument and is hereby referred to for a description of the rights, limitation of rights, obligations, duties and
      immunities thereunder of the Warrant Agent, the Company and the holders (the words “holders” or “holder” meaning the Registered
      Holders or Registered Holder, respectively) of the Warrants.  A copy of the Warrant Agreement may be obtained by the holder hereof upon written request to the Company.  Defined terms used in this Warrant Certificate but not defined herein shall have
      the meanings given to them in the Warrant Agreement.

     

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

     

    Notwithstanding anything else in this Warrant Certificate or the Warrant Agreement, no Warrant may be exercised unless at the time of exercise (i) a
      registration statement covering the Ordinary Shares to be issued upon exercise is effective under the Securities Act and (ii) a prospectus thereunder relating to the Ordinary Shares is current or (b) the Ordinary Shares to be issued upon exercise may
      be issued pursuant to an exemption from registration under the Securities Act, including through “cashless exercise” as provided for in the Warrant Agreement.

     

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

     

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

     

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

     

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

     

    
      B-3

      
        


    

    ELECTION TO PURCHASE

     

    (To Be Executed Upon Exercise of Warrant)

     

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

     

    In the event that the Warrant is to be exercised on a “cashless” basis pursuant to subsection


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

     

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

     

    [Signature Page Follows]

     

    
      B-4

      
        


    

    	
            Date:               , 202[ ]

          	 
	

          	 	 
	
            (Signature)

          	 
	 	 
	

          	 	 
	 	 
	

          	 	 
	

          	 	 
	

          	 	 
	
            (Address)

          	 
	 	 
	

          	 	 
	
            (Tax Identification Number)

          	 
	 	 
	
            Signature(s) Guaranteed:

          	 
	

          	 	 


    

    

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


    

    

    

    

     B-5