EX-10.1





 Exhibit 10.1 

FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENT 

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”). 
 WHEREAS, the Company’s registration
statement on Form S-1, File No. 333-[                ] (the “Registration
Statement”) and prospectus (the “Prospectus”) for the initial public offering (the “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-fourth of one redeemable warrant, each whole warrant entitling the
holder thereof to purchase one Ordinary Share, has been declared effective as of the date hereof by the U.S. Securities and Exchange Commission; 

WHEREAS, the Company has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Evercore Group
L.L.C. and Morgan Stanley & Co. LLC, as representatives (the “Representatives”) of the several underwriters (the “Underwriters”) named therein; 

WHEREAS, as described in the Prospectus, $300,000,000 of the gross proceeds of the Offering and sale of the Private Placement Warrants (as
defined in the Underwriting Agreement) (or $345,000,000 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 are referred to herein as the “Public
Shareholders” and the Public Shareholders and the Company are referred to herein together as the “Beneficiaries”); 

WHEREAS, pursuant to the Underwriting Agreement, a portion of the Property equal to $10,500,000 (or $12,075,000 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 Underwriters upon the consummation of the Business Combination (as defined below)
(the “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: 

(i)    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; 
 (ii)    Manage, supervise and
administer the Trust Account subject to the terms and conditions set forth herein; 
 (iii)    In a timely manner, upon
the written instruction of the Company, invest and reinvest the Property only 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; it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder
and the Trustee may earn bank credits or other consideration; 
 (iv)    Collect and receive, when due, all interest or
other income arising from the Property, which shall become part of the “Property,” as such term is used herein; 

(v)    Promptly notify the Company and the Representatives of all communications received by the Trustee with respect to
any Property requiring action by the Company; 
 (vi)    Supply any necessary information or documents as may be
requested 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; 

(vii)    Participate in any plan or proceeding for protecting or enforcing any right or interest arising from the Property
if, as and when instructed by the Company to do so; 
 (viii)    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; 

(ix)    Commence liquidation of the Trust Account only after and promptly after (x) receipt of, and only in
accordance with, the terms of a letter 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, 

  
 2 













 
in the case of the Termination Letter attached hereto as Exhibit A, acknowledged and agreed to by the Representatives, 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 and not previously released to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), 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) twenty-four (24) months 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 hereto as Exhibit B and the Property in the Trust Account, including interest earned on the funds held in the Trust Account and not previously released
to the Company to pay its taxes (less up to $100,000 of interest to pay dissolution expenses), shall be distributed to the Public Shareholders of record as of such date. It is acknowledged and agreed that there should be no reduction in the
principal amount per share initially deposited in the Trust Account; 
 (x)    Upon written request 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 requested 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); provided, further, that, if the tax to be
paid is a franchise tax, the written request by the Company to make such distribution shall be accompanied by a copy of the franchise tax bill from the relevant taxing authority for the Company. The written request of the Company referenced above
shall constitute presumptive evidence that the Company is entitled to said funds, and the Trustee shall have no responsibility to look beyond said request; 

(xi)    Upon written request 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; and 

(xii)    Not make any withdrawals or distributions from the Trust Account other than pursuant to
Section 1(ix), (x) or (xi) above. 

  
 3 













 2.    Agreements and Covenants of the Company. The Company hereby
agrees and covenants to: 
 (i)    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(ix), (x) or (xi), 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; 
 (ii)    Subject to
Section 4, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable 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(ii), it shall notify the Company in writing of such claim (an
“Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, however, 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; 
 (iii)    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(ix) through 1(xi). 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(iii) and as may be provided in Section 2(ii);

 (iv)    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 general meeting verifying the vote of such shareholders regarding such Business Combination; 

  
 4 













 (v)    Provide the Representatives 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; 

(vi)    Unless otherwise agreed between the Company and the Representatives, 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 is paid directly to the account or accounts directed by the Representatives on behalf of the
Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; 

(vii)    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; 
 (viii)    If the
Company seeks to amend any provisions of its amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s obligation to provide holders of the Ordinary Shares the right to have their
shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial Business Combination within the time period set forth therein or (B) with
respect to any other provision relating to the rights of holders of the Ordinary Shares (in each case, an “Amendment”), the Company will provide the Trustee with a letter (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; and 

(ix)    Within five (5) business days after the Underwriters exercise their option to purchase additional units (or
any unexercised portion thereof) or such option to purchase additional units expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount. 

3.    Limitations of Liability. The Trustee shall have no responsibility or liability to: 

(i)    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; 
 (ii)    Take any action with respect to the
Property, other than as directed in Section 1, 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; 

(iii)    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 instructions 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; 

  
 5 













 (iv)    Change the investment of any Property, other than in compliance
with Section 1; 
 (v)    Refund any depreciation in principal of any Property; 

(vi)    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; 

(vii)    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 and in the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice,
demand, certificate, opinion or advice of counsel (including counsel chosen by the Trustee, 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; 

(viii)    Verify the accuracy of the information contained in the Registration Statement; 

(ix)    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; 
 (x)    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; 

(xi)    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, tax obligations, except pursuant to Section 1(x); or

 (xii)    Verify calculations, qualify or otherwise approve the Company’s written requests for distributions
pursuant to Sections 1(ix), 1(x) or 1(xi). 
 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 

  
 6 













 
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(ii) or
Section 2(iii), 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: 

(i)    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 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 
 (ii)    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(ix) and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect to
Section 2(ii). 
 6.    Miscellaneous. 

(i)    The Company and the Trustee each acknowledge that the Trustee shall 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. 

(ii)    This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New
York. 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. 

  
 7 













 (iii)    This Agreement contains the entire agreement and understanding
of the parties hereto with respect to the subject matter hereof. Except for Section 1(ix), 1(x) and 1(xi) (which sections may not be modified, amended or deleted without the affirmative vote of sixty-five
percent (65%) 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, however, 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 Public
Shares in connection with an initial Business Combination or an Amendment 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. 

(iv)    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. 

(v)    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: Francis Wolf and Celeste Gonzalez 

E-mail: fwolf@continentalstock.com 

cgonzalez@continentalstock.com 

if to the Company, to: 

Waverley Capital Acquisition Corp. 1 

535 Ramona Street, Suite #8 
 Palo
Alto, CA 94301 
 Attention: Daniel V. Leff, Chief Executive Officer 

E-mail: daniel@waverleycapital.com 

in each case, with copies to: 

Paul, Weiss, Rifkind, Wharton & Garrison LLP 

1285 Avenue of the Americas 

  
 8 













 
New York, NY 10019 
 Attention: Raphael M. Russo 

E-mail: rrusso@paulweiss.com 

and 
 Evercore Group L.L.C. 

55 East 52nd Street 

New York, New York 10055 
 Morgan
Stanley & Co. LLC 
 1585 Broadway 

New York, New York 10036 
 and

 Akin Gump Strauss Hauer & Feld LLP 

One Bryant Park 
 Bank of America
Tower 
 New York, NY 10036 

Attention: Alice Hsu 
 E-mail: ahsu@akingump.com 
 (vi)    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. 

(vii)    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. 

(viii)    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. Delivery of a signed counterpart of this Agreement by facsimile or electronic transmission shall constitute valid and sufficient delivery thereof. 

(ix)    Each of the Company and the Trustee hereby acknowledges and agrees that each of the Representatives on behalf of
the Underwriters is a third-party beneficiary of this Agreement. 
 (x)    Except as specified herein, no party to this
Agreement may assign its rights or delegate its obligations hereunder to any other person or entity. 
 [Signature Page Follows] 

  
 9 













 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:	 	  

		 	 Name:
 Title:

	
	WAVERLEY CAPITAL ACQUISITION CORP. 1
		
	By:	 	  

		 	 Name:
 Title:



 [Signature Page to Investment Management Trust Agreement—Waverley Capital Acquisition Corp.
1] 












 SCHEDULE A 

TRUSTEE’S FEES 

 

					
	 Fee Item
	 	 Time and method of payment
	 	 Amount

	Initial acceptance fee	 	Initial closing of the Offering by wire transfer	 	$3,500.00
			
	Annual fee	 	First year, initial closing of the Offering by wire transfer; thereafter on the anniversary of the closing date of the Offering by wire transfer or check	 	$10,000.00
			
	Transaction processing fee for disbursements to the Company pursuant to Sections 1(i), (j) and (k)	 	Billed by the Trustee to the Company pursuant to Section 1	 	$250.00
			
	Paying Agent services as required pursuant to Sections 1(i) and (k)	 	Billed to the Company upon delivery of service pursuant to Sections 1(i) and (k)	 	Prevailing rates













 EXHIBIT A 

[Letterhead of the Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, New York 10004 
 Attention: Francis Wolf and
Celeste Gonzalez 
 Re:     Trust Account No. [    ] – Termination Letter 

Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(ix) of the Investment Management Trust Agreement, dated as of
[                    ], 2021 (as amended, supplemented or otherwise modified from time to time, the “Trust Agreement”), by
and between Waverley Capital Acquisition Corp. 1 (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), this is to advise you that the Company has entered into an
agreement with [insert name] (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 seventy-two (72) hours (or such shorter period as you may agree) in advance of the actual date 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 authorize you to commence the liquidation of all of the assets of the Trust Account and to transfer the proceeds to the trust operating account at JPMorgan 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 (including as directed to it by the Representatives with respect to the Deferred
Discount). It is acknowledged and agreed that, while the funds are on deposit in the trust operating account at JPMorgan 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 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) [an affidavit] [a
certificate] of the Chief Executive Officer or the Chief Financial 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) a joint written
instruction signed by the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts owed to public shareholders who have properly exercised their redemption rights and payment
of Deferred Discount to the account or accounts directed by the Representatives 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 the Company
has 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(iii) of the Trust Agreement on the business day immediately following the Consummation Date as set forth in such written instruction as soon thereafter as possible. 

 

			
	Very truly yours,
	
	WAVERLEY CAPITAL ACQUISITION CORP. 1
		
	 By:
	 	  

		 	Name:
		 	Title:


  

			
	Agreed and acknowledged:
	
	 EVERCORE GROUP L.L.C.

		
	 By:
	 	  

		 	Name:
		 	Title:

  

			
	 MORGAN STANLEY & CO. LLC

		
	 By:
	 	  

		 	Name:
		 	Title:













 EXHIBIT B 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, New York 10004 
 Attention: Francis Wolf and
Celeste Gonzalez 
 Re:     Trust Account No. [    ] – Termination Letter 

Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(ix) of the Investment Management Trust Agreement, dated as of
[                    ], 2021 (as amended, supplemented or otherwise modified from time to time, the “Trust Agreement”), by
and between Waverley Capital Acquisition Corp. 1 (the “Company”) and Continental Stock Transfer & Trust Company (the “Trustee”), this is to advise you that the Company has been unable to
effect a Business Combination with a Target Business 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 authorize you to liquidate all of the assets in the Trust Account and to transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public
Shareholders. The Company has selected [insert completion deadline] 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 and, in your separate capacity as paying agent, agree to distribute said funds directly to the 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(ix) of the Trust Agreement. 

*    *    *    *    * 












 
			
	Very truly yours,
	
	WAVERLEY CAPITAL ACQUISITION CORP. 1
		
	 By:
	 	  

		 	 Name:
 Title:



  

	cc:	 Evercore Group L.L.C.  



Morgan Stanley & Co. LLC 












 EXHIBIT C 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, New York 10004 
 Attention: Francis Wolf and
Celeste Gonzalez 
 Re:     Trust Account No. [    ] – Tax Payment Withdrawal
Instruction 
 Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(x) of the Investment Management Trust Agreement, dated as of [     ], 2021 (as amended,
supplemented or otherwise modified from time to time, the “Trust Agreement”), by and between Waverley Capital Acquisition Corp. 1 (the “Company”) and Continental Stock Transfer & Trust Company
(the “Trustee”), the Company hereby requests 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,
	
	WAVERLEY CAPITAL ACQUISITION CORP. 1
		
	By:	 	  

		 	Name:
		 	Title:


  

	cc:	 Evercore Group L.L.C. 



	    	 Morgan Stanley & Co. LLC 














 EXHIBIT D 

[Letterhead of Company] 

[Insert date] 
 Continental Stock
Transfer & Trust Company 
 1 State Street, 30th Floor 

New York, New York 10004 
 Attention: Francis Wolf and
Celeste Gonzalez 
 Re:    Trust Account No. [    ] – Redemption Withdrawal Instruction

 Dear Mr. Wolf and Ms. Gonzalez: 

Pursuant to Section 1(xi) of the Investment Management Trust Agreement, dated as of [    ], 2021 (as amended,
supplemented or otherwise modified from time to time, the “Trust Agreement”), by and between Waverley Capital Acquisition Corp. 1 (the “Company”) and Continental Stock Transfer & Trust Company
(the “Trustee”), the Company hereby requests 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 its Public Shareholders who have properly elected to have their
Ordinary Shares redeemed by the Company in connection with a shareholder vote to approve an amendment to the Company’s amended and restated memorandum and articles of association (A) to modify the substance or timing of the Company’s
obligation to provide holders of the Ordinary Shares the right to have their shares redeemed in connection with the Company’s initial Business Combination or to redeem 100% of the Ordinary Shares if the Company does not complete its initial
Business Combination within the time period set forth therein or (B) with respect to any other provision relating to the rights of holders of the Ordinary Shares. As such. 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 trust account at: 

[WIRE INSTRUCTION INFORMATION] 

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	Very truly yours,
	
	WAVERLEY CAPITAL ACQUISITION CORP. 1
		
	By:	 	  

		 	Name:
		 	Title:


  

	cc:	 Evercore Group L.L.C. 



	    	 Morgan Stanley & Co. LLC