REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT
THIS REGISTRATION AND SHAREHOLDER RIGHTS AGREEMENT, dated as of August 19, 2021 (as amended, supplemented or otherwise modified from time to time, this Agreement), is made and entered into by and among Waverley Capital Acquisition Corp. 1, a Cayman Islands exempted company (the Company), WCAC1 Sponsor LLC, a Delaware limited liability company (the Sponsor), and the undersigned parties listed under Holders on the signature pages hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2 of this Agreement, a Holder and, collectively, the Holders).
WHEREAS, the Holders currently collectively own 5,750,000 Class B ordinary shares of the Company, par value $0.0001 per share (the Class B Ordinary Shares), up to 750,000 of which are subject to forfeiture to the Company for no consideration depending on the extent to which the underwriters of the Companys initial public offering exercise their over-allotment option;
WHEREAS, the Class B Ordinary Shares are convertible into Class A ordinary shares of the Company, par value $0.0001 per share (the Ordinary Shares), at the time of the initial Business Combination on a one-for-one basis, subject to adjustment, on the terms and conditions provided in the Companys amended and restated memorandum and articles of association, as may be amended from time to time;
WHEREAS, on August 19, 2021, the Company and the Sponsor entered into that certain Private Placement Warrants Purchase Agreement, pursuant to which the Sponsor agreed to purchase 4,666,667 private placement warrants (or up to 5,066,667 warrants if the Underwriters (as defined below) option to purchase additional units in connection with the Companys initial public offering is exercised in full) (the Private Placement Warrants), in a private placement transaction occurring simultaneously with the closing of the Companys initial public offering;
WHEREAS, in order to finance the Companys transaction costs in connection with an intended Business Combination (as defined below), the Sponsor, an affiliate of the Sponsor or certain of the Companys officers or directors may, but are not obligated to, loan the Company funds as the Company may require, of which up to $2,000,000 of such loans may be convertible into additional 1,333,333 Private Placement Warrants (the Working Capital Warrants); and
WHEREAS, the Company and the Holders desire to enter into this Agreement, pursuant to which the Company shall grant the Holders certain registration rights with respect to certain securities of the Company, as set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual representations, covenants and agreements contained herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows: