15,000,000 Units Springwater special situations corp. UNDERWRITING AGREEMENTUnderwriting Agreement • June 16th, 2021 • Springwater Special Situations Corp. • Blank checks • New York
Springwater Special Situations Corp., a Delaware corporation (the “Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • June 16th, 2021 • Springwater Special Situations Corp. • Blank checks • New York
This WARRANT AGREEMENT (this “Agreement”) is made as of [__], 2021 between Springwater Special Situations Corp., a Delaware corporation, with offices at c/o Graubard Miller, 405 Lexington Avenue, 11th Floor, New York, New York 10174 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, New York, New York 10004, as warrant agent (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 16th, 2021 • Springwater Special Situations Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [____], 2021, by and among Springwater Special Situations Corp., a Delaware corporation (the “Company”), and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • June 16th, 2021 • Springwater Special Situations Corp. • Blank checks • Delaware
This agreement, made and entered into effective as of [____], 2021 (“Agreement”), by and between Springwater Special Situations Corp., a Delaware corporation (“Company”), and the undersigned indemnitee (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • June 16th, 2021 • Springwater Special Situations Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made as of [___], 2021 by and between Springwater Special Situations Corp. (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
Springwater Special Situations Corp. c/o Graubard Miller New York, New York 10174Letter Agreement • June 16th, 2021 • Springwater Special Situations Corp. • Blank checks • New York
This letter (“Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Springwater Special Situations Corp., a Delaware corporation (the “Company”), and EarlyBirdCapital, Inc. as representative (the “Representative”) of the several underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each Unit comprised of one share of the Company’s common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant (“Warrant”), each whole Warrant exercisable for one share of Common Stock. Certain capitalized terms used herein are defined in paragraph 12 hereof.
STOCK ESCROW AGREEMENTStock Escrow Agreement • June 16th, 2021 • Springwater Special Situations Corp. • Blank checks • New York
STOCK ESCROW AGREEMENT, dated as of [______], 2021 (“Agreement”), by and among Springwater Special Situations Corp., a Delaware corporation (“Company”), the stockholder of the Company listed on Exhibit A hereto (the “Sponsor”) and Continental Stock Transfer & Trust Company, a New York limited purpose trust company (“Escrow Agent”).
EARLYBIRDCAPITAL, INC. New York, New York 10017Springwater Special Situations Corp. • June 16th, 2021 • Blank checks • New York
This is to confirm our agreement (this “Agreement”) whereby Springwater Special Situations Corp., a Delaware corporation (the “Company”), has requested EarlyBirdCapital, Inc. (the “Advisor”) to assist it in connection with the Company merger, share exchange, asset acquisition, share purchase, recapitalization, reorganization or similar business combination (in each case, a “Business Combination”) with one or more businesses or entities (each a “Target”) as described in the Company’s Registration Statement on Form S-1 (File No. 333-254088) filed with the Securities and Exchange Commission (“Registration Statement”) in connection with its initial public offering (“IPO”).
SPRINGWATER SPECIAL SITUATIONS CORP. c/o Graubard MillerSpringwater Special Situations Corp. • June 16th, 2021 • Blank checks
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of securities of Springwater Special Situations Corp. (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Graubard Miller shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 405 Lexington Avenue, 11th Floor, New York, New York 10174 (or any successor location) free of charge.
