EX-10.5





 Exhibit 10.5 

THIS PROMISSORY NOTE (THIS “NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE
HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO MAKER
(AS DEFINED BELOW) THAT SUCH REGISTRATION IS NOT REQUIRED. 
 PROMISSORY NOTE 

Principal Amount: up to $400,000 
 (as set forth on the Schedule
of Borrowings attached hereto) 
 Dated as of March 6, 2021 

Waverley Capital Acquisition Corp. 1, a Cayman Islands exempted company and blank check company (“Maker”), promises to pay to
the order of WCAC1 Sponsor LLC, a Delaware limited liability company, or its registered assigns or successors in interest (“Payee”), or order, the principal sum of up to Four Hundred Thousand Dollars U.S. dollars ($400,000) (as set
forth on the Schedule of Borrowings attached hereto) in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made by check or wire transfer of immediately available funds or as
otherwise determined by Maker to such account as Payee may from time to time designate by written notice in accordance with the provisions of this Note. 

1.    Principal. The principal balance of this Note shall be payable by Maker on the earlier of
(i) December 31, 2021 and (ii) the date on which Maker consummates an initial public offering of its securities (the “IPO”). The principal balance may be prepaid at any time. Under no circumstances shall any
individual, including but not limited to any officer, director, employee or shareholder of Maker, be obligated personally for any obligations or liabilities of Maker hereunder. 

2.    Interest. No interest shall accrue on the unpaid principal balance of this Note. 

3.    Drawdown Requests. Maker and Payee agree that Maker may request up to Four Hundred Thousand U.S. Dollars
($400,000) for costs reasonably related to Maker’s initial public offering of its securities. The principal of this Note may be drawn down from time to time prior to the earlier of (i) December 31, 2021 and (ii) the date on which
Maker consummates an initial public offering of its securities, upon written request from Maker to Payee (each, a “Drawdown Request”). Each Drawdown Request must state the amount to be drawn down, and must not be an amount less than
One Thousand U.S. Dollars ($1,000) unless agreed upon by Maker and Payee. Payee shall fund each Drawdown Request no later than one (1) business day after receipt of a Drawdown Request; provided, however, that the maximum amount of
drawdowns collectively under this Note is Four Hundred Thousand U.S. Dollars ($400,000). No fees, payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker. 












 4.    Application of Payments. All payments shall be applied
first to payment in full of any costs incurred in the collection of any sum due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally to the reduction of the
unpaid principal balance of this Note. 
 5.    Events of Default. The following shall constitute an event of
default (an “Event of Default”): 
 (a)    Failure to Make Required Payments. Failure by Maker
to pay the principal amount due pursuant to this Note within five (5) business days of the date specified above. 

(b)    Voluntary Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy,
insolvency, reorganization, rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator, assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any
substantial part of its property, or the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the taking of corporate action by Maker in furtherance of any of
the foregoing. 
 (c)    Involuntary Bankruptcy, Etc. The entry of a decree or order for relief by a court having
jurisdiction in the premises in respect of Maker in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator (or similar official) of Maker
or for any substantial part of its property, or ordering the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period of sixty
(60) consecutive days. 
 6.    Remedies. 

(a)    Upon the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to
Maker, declare this Note to be immediately due and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder, shall become immediately due and payable without presentment, demand, protest or other notice
of any kind, all of which are hereby expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding. 

(b)    Upon the occurrence of an Event of Default specified in Sections 5(b) and 5(c), the unpaid principal balance of
this Note, and all other sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action on the part of Payee. 

  
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 7.    Waivers. Maker and all endorsers and guarantors of, and
sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest, and notice of protest with regard to this Note, all errors, defects and imperfections in any proceedings instituted by Payee under the terms of this Note,
and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property, real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution, or
providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued
hereon, may be sold upon any such writ in whole or in part in any order desired by Payee. 
 8.    Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of
any other party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented to by Payee, and consents to any and all extensions of time, renewals, waivers or modifications that
may be granted by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may become parties hereto without notice to Maker or affecting Maker’s liability
hereunder. 
 9.    Notices. All notices, statements or other documents which are required or contemplated by
this Note shall be (i) in writing and delivered personally or sent by first class registered or certified mail, overnight courier service or facsimile or electronic transmission to the address designated in writing, (ii) by facsimile to
the number most recently provided to such party or such other address or fax number as may be designated in writing by such party and (iii) by electronic mail, to the electronic mail address most recently provided to such party or such other
electronic mail address as may be designated in writing by such party. Any notice or other communication so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following receipt of
written confirmation, if sent by facsimile or electronic transmission, one (1) business day after delivery to an overnight courier service or five (5) days after mailing if sent by mail. 

10.    Construction. THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT
REGARD TO CONFLICT OF LAW PROVISIONS THEREOF. 
 11.    Severability. Any provision contained in this Note which
is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or
unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction. 

12.    Trust Waiver. Notwithstanding anything herein to the contrary, Payee hereby waives any and all right, title,
interest or claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established in which the proceeds of the IPO 

  
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conducted by Maker (including the deferred underwriters discounts and commissions) and certain of the proceeds of the sale of the warrants issued in a private placement to occur in connection
with the consummation of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus to be filed with the Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek
recourse, reimbursement, payment or satisfaction for any Claim against the trust account for any reason whatsoever. 

13.    Amendment; Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with,
the written consent of Maker and Payee. 
 14.    Assignment. No assignment or transfer of this Note or any
rights or obligations hereunder may be made by any party hereto (by operation of law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent shall be void. 

[Signature Page Follows] 

  
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 IN WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note
to be duly executed by the undersigned as of the day and year first written above. 
  

			
	WAVERLEY CAPITAL ACQUISITION CORP. 1
	 a Cayman Islands exempted
company



 
			
		
	 By:
	 	 /s/ Daniel V. Leff

		 	Name: Daniel V. Leff
		 	Title: Chief Executive Officer


 [Signature Page to Promissory Note—Waverley Capital Acquisition Corp. 1] 












 SCHEDULE OF BORROWINGS 

The following increases or decreases in this Promissory Note have been made: 
  

							
	Date of Increase or
Decrease	  	Amount of decrease in
Principal Amount of
this Promissory Note	  	Amount of increase in
Principal Amount of
this Promissory Note	  	Principal Amount of this Promissory Note following such decrease
or increase