PRIVATE WARRANT AGREEMENT
THIS PRIVATE WARRANT AGREEMENT, dated as of August 19, 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).
WHEREAS, on August 19, 2021, the Company entered into that certain Private Placement Warrants Purchase Agreement with WCAC1 Sponsor LLC, a Delaware limited liability company (the Sponsor), pursuant to which the Sponsor will purchase an aggregate of 4,666,667 warrants (or up to 5,066,667 warrants if the underwriters in the Offering (as defined below) exercise their over-allotment option in full) simultaneously with the closing of the Offering (and the closing of the over-allotment option, if applicable), bearing the legend set forth in Exhibit A hereto (the Private Placement Warrants) at a purchase price of $1.50 per Private Placement Warrant;
WHEREAS, in order to finance the Companys 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 Companys officers and directors may, but are not obligated to, loan to the Company funds as the Company may require, of which up to $2,000,000 of such loans may be convertible into up to an additional 1,333,333 Private Placement Warrants at a price of $1.50 per warrant (the Working Capital Warrants and, together with the Public Warrants and the Private Placement Warrants, the Warrants);
WHEREAS, the Company is engaged in an initial public offering (the Offering) of units of the Companys equity securities, each such unit comprised of one Class A ordinary share of the Company, par value $0.0001 per share ( Ordinary Shares), and one-third of one redeemable warrant (the Units) and, in connection therewith, has determined to issue and deliver up to 7,666,667 redeemable warrants (including up to 1,000,000 redeemable 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) a registration statement on Form S-1 (File No. 333- 254842) and a prospectus (the Prospectus), for the registration, under the Securities Act of 1933, as amended (the Securities Act), of the issuance of the Units and the warrants and the Ordinary Shares included in the Units and the Ordinary Shares issuable upon exercise of the warrants 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