20,000,000 Units Waverley Capital Acquisition Corp. 1 UNDERWRITING AGREEMENTUnderwriting Agreement • August 2nd, 2021 • Waverley Capital Acquisition Corp. 1 • Blank checks • New York
Waverley Capital Acquisition Corp. I, a Cayman Islands exempted company (the “Company”), proposes to sell to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”), 20,000,000 units (the “Units”) of the Company (said Units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 3,000,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherw
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • August 2nd, 2021 • Waverley Capital Acquisition Corp. 1 • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is entered into by and between Waverley Capital Acquisition Corp. 1, a Cayman Islands exempted company (the “Company”), and WCAC1 Sponsor LLC, a Delaware limited liability company (the “Purchaser”).
FORM OF PUBLIC WARRANT AGREEMENTPublic Warrant Agreement • August 2nd, 2021 • Waverley Capital Acquisition Corp. 1 • Blank checks • New York
THIS PUBLIC WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Waverley Capital Acquisition Corp. 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
FORM OF PRIVATE WARRANT AGREEMENTPrivate Warrant Agreement • August 2nd, 2021 • Waverley Capital Acquisition Corp. 1 • Blank checks • New York
THIS PRIVATE WARRANT AGREEMENT, dated as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), is by and between Waverley Capital Acquisition Corp. 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”).
Waverley Capital Acquisition Corp. 1 Palo Alto, CA 94301Letter Agreement • August 2nd, 2021 • Waverley Capital Acquisition Corp. 1 • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the underwriting agreement (the “Underwriting Agreement”) entered into by and among Waverley Capital Acquisition Corp. 1, a Cayman Islands exempted company (the “Company”), Evercore Group L.L.C. and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”) of [ ] of the Company’s units (including [ ] units that may be purchased pursuant to the Underwriters’ option to purchase additional units, the “Units”), each comprised of one of the Company’s Class A ordinary shares, par value $0.0001 per share (the “Ordinary Shares”), and one-third of one redeemable public warrant (each whole public warrant, a “Public Warrant”). Each Public Warrant entitles the holder thereof to purchase one Ordinary Share at a price of $11.50 per share, subject to adjustment. The Units will be sold
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 2nd, 2021 • Waverley Capital Acquisition Corp. 1 • Blank checks • New York
THIS INVESTMENT MANAGEMENT TRUST AGREEMENT is made effective as of [ ], 2021 (as amended, supplemented or otherwise modified from time to time, this “Agreement”), by and between Waverley Capital Acquisition Corp. 1, a Cayman Islands exempted company (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (the “Trustee”).
