Exhibit 10.8


 


INDEMNIFICATION AGREEMENT








 


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”).


 


WHEREAS, the adoption
of the Sarbanes-Oxley Act of 2002 and other laws, rules and regulations being promulgated have increased the potential for liability
of officers and directors; and


 


WHEREAS, the Board
of Directors of the Company (“Board”) has determined that the ability to attract and retain such persons is in the
best interests of the Company’s stockholders; and


 


WHEREAS, it is reasonable,
prudent and necessary for the Company to obligate itself contractually to indemnify such persons to the fullest extent permitted
by applicable law so that such persons will serve or continue to serve the Company free from undue concern that they will not be
adequately indemnified; and


 


WHEREAS, this Agreement
is a supplement to and in furtherance of Article VII of the Bylaws of the Company, and Article Eighth of the Amended and Restated
Certificate of Incorporation of the Company and any resolutions adopted pursuant thereto and shall neither be deemed to be a substitute
therefor nor to diminish or abrogate any rights of Indemnitee thereunder; and


 


WHEREAS, Indemnitee
is willing to serve on behalf of the Company on the condition that he be indemnified according to the terms of this Agreement;


 


NOW, THEREFORE, in
consideration of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


1.
Definitions. For purposes of this Agreement:


 


1.1
“Change in Control” means a change in control of the Company occurring after the date hereof of a nature that
would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A (or in response to any similar item
on any similar schedule or form) promulgated under the Securities Exchange Act of 1934, as amended (“Exchange Act”),
whether or not the Company is then subject to such reporting requirement provided, however, that, without limitation, such a Change
in Control shall be deemed to have occurred if after the date hereof (i) any “person” (as such term is used in Sections
13(d) and 14(d) of the Exchange Act), other than a person who is an officer or director of the Company on the date hereof (and
any of such person’s affiliates), is or becomes “beneficial owner” (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing 50% or more of the combined voting power of the then outstanding
securities of the Company without the prior approval of at least two-thirds of the members of the Board in office immediately prior
to such person attaining such percentage interest; (ii) the Company is a party to a merger, consolidation, sale of assets or other
reorganization, or a proxy contest, as a consequence of which (A) members of the Board in office immediately prior to such transaction
or event constitute less than a majority of the Board thereafter or (B) the voting securities of the Company outstanding immediately
prior to such transaction do not continue to represent (either by remaining outstanding or by being converted into voting securities
of the surviving entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding
immediately after such transaction with the power to elect at least a majority of the board of directors or other governing body
of such surviving entity; or (iii) during any period of two consecutive years, individuals who at the beginning of such period
constituted the Board (including for this purpose any new director whose election or nomination for election by the Company’s
stockholders was approved by a vote of at least two-thirds of the directors then still in office who were directors at the beginning
of such period or whose election or nomination for election was previously so approved) cease for any reason to constitute at least
a majority of the Board.


 






    


    	 



    

 


1.2
“Corporate Status” means the status of a person who is or was a director, officer, employee, agent or fiduciary
of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise which
such person is or was serving at the request of the Company. In addition, service at the actual request of the Company, for purposes
of this Agreement, Indemnitee shall be deemed to be serving or to have served at the request of the Company as a director, officer,
employee, agent or fiduciary of any other enterprise if Indemnitee is or was serving as a director, officer, employee, agent or
fiduciary of such enterprise and (A) such enterprise is or at the time of such service was an affiliate of the Company, (B) such
enterprise is or at the time of such service was an employee benefit plan (or related trust) sponsored or maintained by the Company
or an affiliate of the Company or (C) the Company or an affiliate of the Company directly or indirectly caused Indemnitee to be
nominated, elected, appointed, designated, employed, engaged or selected to serve in such capacity


 


1.3
“Disinterested Director” means a director of the Company who is not and was not a party to the Proceeding in
respect of which indemnification is sought by Indemnitee.


 


1.4
“Expenses” means all reasonable attorneys’ fees, retainers, court costs (including trial and appeals),
transcript costs, fees of experts, witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges,
postage, delivery service fees, federal, state, local, or foreign taxes imposed as a result of the actual or deemed receipt of
any payments under this Agreement, and all other disbursements or expenses of the types customarily incurred in connection with
prosecuting, defending, preparing to prosecute or defend, appealing, preparing to appeal, investigating, or being or preparing
to be a witness in a Proceeding.


 


1.5
“Independent Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation
law and neither presently is, nor in the past five years has been, retained to represent: (i) the Company or Indemnitee in any
other matter material to either such party, or (ii) any other party to the Proceeding giving rise to a claim for indemnification
hereunder. Notwithstanding the foregoing, the term “Independent Counsel” does not include any person who, under the
applicable standards of professional conduct then prevailing, would have a conflict of interest in representing either the Company
or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. Except as provided in the first sentence
of Section 9.3 hereof, Independent Counsel shall be selected by (a) the Disinterested Directors or (b) a committee of the Board
consisting of two or more Disinterested Directors or if (a) and (b) above are not possible, then by a majority of the full Board.


 


1.6
“Proceeding” means any action, suit, arbitration, alternate dispute resolution mechanism, investigation, administrative
hearing or any other proceeding, , whether conducted by or on behalf of the Company or any other party, whether civil, criminal,
administrative or investigative, except one initiated by an Indemnitee pursuant to Section 11 of this Agreement to enforce Indemnitee’s
rights under this Agreement.


 






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2.
Services by Indemnitee.


 


Indemnitee agrees to
serve as a director, officer or employee of the Company. Indemnitee may at any time and for any reason resign from such position
(subject to any other contractual obligation or any obligation imposed by operation of law).


 


3.
Indemnification - General.


 


Except with respect
to actions finally adjudicated to be a result of actual fraud or intentional misconduct of the Indemnitee, the Company shall indemnify,
and, subject to Section 26 hereof, advance Expenses to, Indemnitee as provided in this Agreement to the fullest extent permitted
by applicable law in effect on the date hereof and to such greater extent as any amendment to or interpretation of applicable law
may thereafter from time to time permit. The rights of Indemnitee provided under the preceding sentence shall include, but shall
not be limited to, the rights set forth in the other Sections of this Agreement.


 


4.
Proceedings Other Than Proceedings by or in the Right of the Company.


 


Indemnitee shall be
entitled to the rights of indemnification provided in this Agreement if, by reason of Indemnitee’s Corporate Status, Indemnitee
is, was or is threatened to be made, a party to any threatened, pending or completed Proceeding, other than a Proceeding by or
in the right of the Company. Pursuant to this Agreement, subject to Section 26 hereof, Indemnitee shall be indemnified against
Expenses, judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or
her behalf in connection with any such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and
in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any
criminal Proceeding, Indemnitee had no reasonable cause to believe his or her conduct was unlawful.


 


5.
Proceedings by or in the Right of the Company.


 


Indemnitee shall be
entitled to the rights of indemnification provided in this Agreement if, by reason of Indemnitee’s Corporate Status, Indemnitee
was or is threatened to be made, a party to any threatened, pending or completed Proceeding brought by or in the right of the Company
to procure a judgment in its favor. Pursuant to this Agreement, subject to Section 26 hereof, Indemnitee shall be indemnified against
amounts paid in settlement and Expenses actually and reasonably incurred by him or her or on his or her behalf in connection with
the defense or settlement of any such Proceeding if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed
to be in or not opposed to the best interests of the Company. Notwithstanding the foregoing, no indemnification under this paragraph
shall be made in respect of (1) a threatened or pending Proceeding which is settled or otherwise disposed of, or (2) any claim,
issue or matter as to which such person shall have been adjudged to be liable to the Company, unless and only to the extent that
the court in which such Proceeding shall have been brought, was brought or is pending, shall determine, upon application, that
Indemnitee is fairly and reasonably entitled to indemnity for such portion of the settlement amount and Expenses as the court deems
proper.


 






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6.
Indemnification for Expenses of Party Who is Wholly or Partly Successful.


 


Notwithstanding any
other provision of this Agreement except for Section 26 hereof, to the extent that Indemnitee is, by reason of his or her Corporate
Status, a party to and is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified against all
Expenses (and, when eligible hereunder, amounts paid in settlement) actually and reasonably incurred by Indemnitee or on his or
her behalf in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits
or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee
against all Expenses (and, when eligible hereunder, amount paid in settlement) actually and reasonably incurred by Indemnitee or
on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Agreement, the
term “successful, on the merits or otherwise,” includes, but is not limited to, (i) any termination, withdrawal, or
dismissal (with or without prejudice) of any Proceeding against the Indemnitee without any express finding of liability or guilt
against him, and (ii) the expiration of 90 days after the making of any claim or threat of a Proceeding without the institution
of the same and without any promise or payment made to induce a settlement.


 


7.
Indemnification for Expenses as a Witness.


 


Notwithstanding any
other provision of this Agreement except for Section 26 hereof, to the extent that Indemnitee is, by reason of his or her Corporate
Status, a witness in any Proceeding, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee
or on his or her behalf in connection therewith.


 


8.
Advancement of Expenses and Other Amounts.


 


Subject to Section
26 hereof, the Company shall advance all Expenses, judgments, penalties, fines and, when eligible hereunder, amounts paid in settlement,
incurred by or on behalf of Indemnitee in connection with any Proceeding within thirty (30) days after the receipt by the Company
of a statement or statements from Indemnitee requesting such advance or advances from time to time, whether prior to or after final
disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses, judgments, penalties, fines
and amounts paid in settlement, incurred by Indemnitee and shall include or be preceded or accompanied by an agreement by or on
behalf of Indemnitee to repay any Expenses, judgments, penalties, fines and amounts paid in settlement advanced if it shall ultimately
be determined that Indemnitee is not entitled to be indemnified against such Expenses, judgments, penalties, fines and, when eligible
hereunder, amounts paid in settlement. In connection with any request for advancement of Expenses, judgments, penalties, fines
and amounts paid in settlement, Indemnitee shall not be required to provide any documentation or information to the extent that
the provision thereof would undermine or otherwise jeopardize attorney-client privilege. The Company’s obligation in respect
of the advancement of Expenses, judgments, penalties, fines and amounts paid in settlement in connection with a criminal Proceeding
in which Indemnitee is a defendant shall terminate at such time as Indemnitee pleads guilty or is convicted after trial and such
conviction becomes final and no longer subject to appeal. Advances shall be unsecured and interest free. Advances shall be made
without regard to Indemnitee’s ability to repay such amounts and without regard to Indemnitee’s ultimate entitlement
to indemnification under the other provisions of this Agreement.


 






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9.
Procedure for Determination of Entitlement to Indemnification.


 


9.1
To obtain indemnification under this Agreement in connection with any Proceeding, and for the duration thereof, Indemnitee
shall submit to the Company a written request, including therein or therewith such documentation and information as is reasonably
available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification.
The Secretary of the Company shall, promptly upon receipt of any such request for indemnification, advise the Board in writing
that Indemnitee has requested indemnification.


 


9.2
Upon written request by Indemnitee for indemnification pursuant to Section 9.1 hereof, a determination, if required by applicable
law, with respect to Indemnitee’s entitlement thereto shall be made in such case: (i) if a Change in Control shall have occurred,
by Independent Counsel (unless Indemnitee shall request that such determination be made by the Board or the stockholders, in which
case in the manner provided for in clauses (ii) or (iii) of this Section 9.2) in a written opinion to the Board, a copy of which
shall be delivered to Indemnitee; (ii) if a Change of Control shall not have occurred, at the election of the Company, (A) by the
Board by a majority vote of a quorum consisting of Disinterested Directors, or (B) if a quorum of the Board consisting of Disinterested
Directors is not obtainable, by a majority of a committee of the Board consisting of two or more Disinterested Directors, or (C)
by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to Indemnitee, or (D) by the stockholders
of the Company, by a majority vote of a quorum consisting of stockholders who are not parties to the proceeding, or if no such
quorum is obtainable, by a majority vote of stockholders who are not parties to such proceeding; or (iii) as provided in Section
10.2 of this Agreement. If it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made
within ten (10) days after such determination. Indemnitee shall cooperate with the person, persons or entity making such determination
with respect to Indemnitee’s entitlement to indemnification, including providing to such person, persons or entity upon reasonable
advance request any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such determination. Any costs or expenses (including attorneys’ fees
and disbursements) incurred by Indemnitee in so cooperating with the person, persons or entity making such determination shall
be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company
hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 


9.3
If a Change of Control shall have occurred, Independent Counsel shall be selected by Indemnitee (unless Indemnitee shall
request that such selection be made by the Board), and Indemnitee (or the Board, as the case may be) shall give written notice
to the other party advising it of the identity of Independent Counsel so selected. In either event, Indemnitee or the Company,
as the case may be, may, within seven days after such written notice of selection shall have been given, deliver to the Company
or to Indemnitee, as the case may be, a written objection to such selection. Such objection may be asserted only on the ground
that Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section
1 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. If such written
objection is made, Independent Counsel so selected may not serve as Independent Counsel unless and until a court has determined
that such objection is without merit. If, within 20 days after submission by Indemnitee of a written request for indemnification
pursuant to Section 9.1 hereof, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee
may petition a court of competent jurisdiction, for resolution of any objection which shall have been made by the Company or Indemnitee
to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by
such court or by such other person as such court shall designate, and the person with respect to whom an objection is so resolved
or the person so appointed shall act as Independent Counsel under Section 9.2 hereof. The Company shall pay any and all reasonable
fees and expenses of Independent Counsel incurred by such Independent Counsel in connection with its actions pursuant to this Agreement,
and the Company shall pay all reasonable fees and expenses incident to the procedures of this Section 9.3, regardless of the manner
in which such Independent Counsel was selected or appointed. Upon the due commencement date of any judicial proceeding pursuant
to Section 11.1(iii) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility in such
capacity (subject to the applicable standards of professional conduct then prevailing).


 






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10.
Presumptions and Effects of Certain Proceedings.


 


10.1
In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making
such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted
a request for indemnification in accordance with Section 9.1 of this Agreement, and the Company shall have the burden of proof
to overcome that presumption by clear and convincing evidence in connection with the making by any person, persons or entity of
any determination contrary to that presumption.


 


10.2
If the person, persons or entity empowered or selected under Section 9 of this Agreement to determine whether Indemnitee
is entitled to indemnification shall not have made a determination within sixty (60) days after receipt by the Company of the request
therefor, the requisite determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall
be entitled to such indemnification, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact
necessary to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or
(ii) prohibition of such indemnification under applicable law; provided, however, that such 60-day period may be extended for a
reasonable time, not to exceed an additional thirty (30) days, if the person, persons or entity making the determination with respect
to entitlement to indemnification in good faith require(s) such additional time for the obtaining or evaluating of documentation
and/or information relating thereto; and provided, further, however, that the foregoing provisions of this Section 10.2 shall not
apply (i) if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 9.2 of this
Agreement and if (A) within 15 days after receipt by the Company of the request for such determination the Board has resolved to
submit such determination to the stockholders for their consideration at an annual meeting thereof to be held within 75 days after
such receipt and such determination is made thereat, or (B) a special meeting of stockholders is called within 15 days after such
receipt for the purpose of making such determination, such meeting is held for such purpose within 60 days after having been so
called and such determination is made thereat, or (ii) if the determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to Section 9.2 of this Agreement. In connection with each meeting at which a stockholder determination
will be made, the Company shall solicit proxies that expressly include a proposal to indemnify or reimburse the Indemnitee. The
Company shall afford the Indemnitee ample opportunity to present evidence of the facts upon which the Indemnitee relies for indemnification
in any Company proxy statement relating to such stockholder determination. Subject to the fiduciary duties of its members under
applicable law, the Board will not recommend against indemnification or reimbursement in any proxy statement relating to the proposal
to indemnify or reimburse the Indemnitee.


 


10.3
The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction,
or upon a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself
adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and
in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests of the Company or, with respect
to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.


 






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10.4
Reliance as Safe Harbor.


 


For purposes of this
Agreement, the Indemnitee shall be deemed to have acted in good faith and in a manner Indemnitee reasonably believed to be in or
not opposed to the best interests of the Company, or, with respect to any criminal Proceeding, to have had no reasonable cause
to believe his or her conduct was unlawful, if his or her action is based on (i) the records or books of account of the Company,
or another enterprise, including financial statements, (ii) information supplied to Indemnitee by the officers of the Company or
another enterprise in the course of their duties, (iii) the advice of legal counsel for the Company or another enterprise, or of
an independent certified public accountant or an appraiser or other expert selected with reasonable care by the Company or another
enterprise. The term “another enterprise” as used in this Section shall mean any other corporation or any partnership,
joint venture, trust, employee benefit plan or other enterprise of which the Indemnitee is or was serving at the request of the
Company as a director, officer, partner, trustee, employee or agent. The provisions of this Section shall not be deemed to be exclusive
or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct
set forth herein. Whether or not the foregoing provisions of this Section 10.4 are satisfied, it shall in any event be presumed
that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to
the best interests of the Company, or, with respect to any criminal Proceeding, to have had no reasonable cause to believe Indemnitee’s
conduct was unlawful. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by
clear and convincing evidence.


 


11.
Remedies of Indemnitee.


 


11.1
In the event that (i) a determination is made pursuant to Section 9 of this Agreement that Indemnitee is not entitled to
indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this Agreement,
(iii) the determination of indemnification is to be made by Independent Counsel pursuant to Section 9.2 of this Agreement and such
determination shall not have been made and delivered in a written opinion within sixty (60) days after receipt by the Company of
the request for indemnification, (iv) payment of indemnification is not made pursuant to Section 7 of this Agreement within thirty
(30) days after receipt by the Company of a written request therefor, or (v) payment of indemnification is not made within thirty
(30) days after a determination has been made that Indemnitee is entitled to indemnification or such determination is deemed to
have been made pursuant to Section 9 or 10 of this Agreement, Indemnitee shall be entitled to an adjudication in an appropriate
court of the State of Delaware, or in any other court of competent jurisdiction, of Indemnitee’s entitlement to such indemnification
or advancement of Expenses, judgments, penalties, fines or, when eligible hereunder, amounts paid in settlement. The Company shall
not oppose Indemnitee’s right to seek any such adjudication.


 


11.2
In the event that a determination shall have been made pursuant to Section 9 of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding commenced pursuant to this Section shall be conducted in all respects as a de novo
trial on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination.


 


11.3
If a determination shall have been made or deemed to have been made pursuant to Section 9 or 10 of this Agreement that Indemnitee
is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding commenced pursuant
to this Section, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make
Indemnitee’s statement not materially misleading, in connection with the request for indemnification, or (ii) prohibition
of such indemnification under applicable law.


 


11.4
The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section that the procedures
and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company
is bound by all the provisions of this Agreement.


 


11.5
In the event that Indemnitee, pursuant to this Section, seeks a judicial adjudication of his or her rights under, or to
recover damages for breach of, this Agreement or any other agreement, including any other indemnification, contribution or advancement
agreement, or any provision of the certificate of incorporation or by-laws of the Company now or hereafter in effect, or for recovery
under directors’ and officers’ liability insurance policies maintained by the Company, Indemnitee shall be entitled
to recover from the Company, and shall be indemnified by the Company against, any and all expenses (of the kinds described in the
definition of Expenses) actually and reasonably incurred by Indemnitee in such judicial adjudication, but only if Indemnitee prevails
therein. If it shall be determined in such judicial adjudication that Indemnitee is entitled to receive less than all of the indemnification
or advancement of expenses sought, the expenses incurred by Indemnitee in connection with such judicial adjudication shall be appropriately
prorated. In addition, the Company shall, if so requested by Indemnitee, advance the foregoing expenses to Indemnitee, subject
to and in accordance with Section 8.


 






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12.
Procedure Regarding Indemnification.


 


With respect to any
Proceedings, the Indemnitee, prior to taking any action with respect to such Proceeding, shall consult with the Company as to the
procedure to be followed in defending, settling, or compromising the Proceeding and may not consent to any settlement or compromise
of the Proceeding without the written consent of the Company (which consent may not be unreasonably withheld or delayed). The Company
shall be entitled to participate in defending, settling or compromising any Proceeding and to assume the defense of such Proceeding
with counsel of its choice and shall assume such defense if requested by the Indemnitee. Notwithstanding the election by, or obligation
of, the Company to assume the defense of a Proceeding, the Indemnitee shall have the right to participate in the defense of such
Proceeding and to employ counsel of Indemnitee’s choice, but the fees and expenses of such counsel shall be at the expense of the
Indemnitee unless (i) the employment of such counsel has been authorized in writing by the Company, or (ii) the Indemnitee has
reasonably concluded that there may be defenses available to him or her which are different from or additional to those available
to the Company (in which latter case the Company shall not have the right to direct the defense of such Proceeding on behalf of
the Indemnitee), in either of which events the fees and expenses of not more than one additional firm of attorneys selected by
the Indemnitee shall be borne by the Company. If the Company assumes the defense of a Proceeding, then counsel for the Company
and Indemnitee shall keep Indemnitee reasonably informed of the status of the Proceeding and promptly send to Indemnitee copies
of all documents filed or produced in the Proceeding, and the Company shall not compromise or settle any such Proceeding without
the written consent of the Indemnitee (which consent may not be unreasonably withheld or delayed) if the relief provided shall
be other than monetary damages and shall promptly notify the Indemnitee of any settlement and the amount thereof.


 


		13.	Non-Exclusivity; Survival of Rights; Insurance; Subrogation; Contribution.



 


13.1
The rights of indemnification and to receive advancement of Expenses as provided by this Agreement shall not be deemed exclusive
of any other rights to which Indemnitee may at any time be entitled under applicable law, the certificate of incorporation or by-laws
of the Company, any agreement, a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal
of this Agreement or any provision hereof shall be effective as to any Indemnitee with respect to any action taken or omitted by
such Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal.


 


13.2
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers,
employees, agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or
policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer,
employee, agent or fiduciary under such policy or policies.


 






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13.3
In the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of
the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights,
including execution of such documents as are reasonably necessary to enable the Company to bring suit to enforce such rights.


 


13.4
The Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if
and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement
or otherwise.


 


13.5
If a determination is made that Indemnitee is not entitled to indemnification, after Indemnitee submits a written request
therefor, under this Agreement, then in respect of any threatened, pending or completed Proceeding in which the Company is jointly
liability with the Indemnitee (or would be if joined in such Proceeding), the Company shall contribute to the amount of Expenses,
judgments, fines and amounts paid in settlement by the Indemnitee in such proportion as is appropriate to reflect (i) the relative
benefits received by the Company on the one hand and the Indemnitee on the other hand from the transaction from which Proceeding
arose, and (ii) the relative fault of the Company on the one hand and of the Indemnitee on the other hand in connection with the
events that resulted in such Expenses, judgments, fines or amounts paid in settlement, as well as any other relevant equitable
considerations. The relative fault of the Company on the one hand and of the Indemnitee on the other hand shall be determined by
reference to, among other things, the parties’ relative intent, knowledge, access to information and opportunity to correct
or prevent the circumstances resulting in such Expenses, judgments, fines or amounts paid in settlement. The Company agrees that
it would not be just and equitable if contribution pursuant to this Section were determined by pro rata allocation or any other
method of allocation that does not take into account the foregoing equitable considerations. The determination as to the amount
of the contribution, if any, shall be made by: (i) a court of competent jurisdiction upon the application of both the Indemnitee
and the Company (if the Proceeding had been brought in, and final determination had been rendered by such court); (ii) the Board
by a majority vote of a quorum consisting of Disinterested Directors; or (iii) Independent Counsel, if a quorum is not obtainable
for purpose of (ii) above, or, even if obtainable, a quorum of Disinterested Directors so directs.


 


14.
Duration of Agreement.


 


This Agreement shall
continue during the period that the Indemnitee is a director, officer, or employee of the Company and shall continue thereafter
for so long as Indemnitee may be subject to any Proceeding by reason of Indemnitee’s Corporate Status and throughout the
pendency of any Proceeding (including rights of appeal thereto) and/or any proceeding commenced by Indemnitee pursuant to Section
11 of this Agreement. This Agreement shall be binding upon the Company and its successors and assigns and shall inure to the benefit
of Indemnitee and his or her spouse, heirs, executors, personal representatives and administrators. The Company shall require and
cause any successor (whether direct or indirect by purchase, merger, consolidation, or otherwise) to all, substantially all, or
a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee,
expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would be required
to perform if no such succession had taken place.


 






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15.
Severability.


 


If any provision or
provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity,
legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any Section
of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal
or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible, the provisions
of this Agreement (including, without limitation, each portion of any Section of this Agreement containing any such provision held
to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, illegal or unenforceable.


 


16.
Entire Agreement.


 


This Agreement constitutes
the entire agreement between the Company and the Indemnitee with respect to the subject matter hereof and supersedes all prior
agreements, understanding, negotiations and discussion, both written and oral, between the parties hereto with respect to such
subject matter (the “Prior Agreements”); provided, however, that if this Agreement shall ever be held void or unenforceable
for any reasons whatsoever, and is not reformed pursuant to Section 15 hereof, then (i) this Agreement shall not be deemed to have
superseded any Prior Agreements; (ii) all of such Prior Agreements shall be deemed to be in full force and effect notwithstanding
the execution of this Agreement; and (iii) the Indemnitee shall be entitled to maximum indemnification benefits provided under
any Prior Agreements, as well as those provided under applicable law, the certificate of incorporation or by-laws of the Company,
a vote of stockholders or resolution of directors.


 


17.
Exception to Right of Indemnification or Advancement of Expenses.


 


17.1 Except
as provided in Section 11.5, Indemnitee shall not be entitled to indemnification or advancement of Expenses, judgments, penalties,
fines and amounts paid in settlement under this Agreement with respect to any Proceeding, or any claim therein, brought or made
by Indemnitee against the Company.


 


17.2 Indemnitee
shall not be entitled to indemnification or advancement of Expenses under this Agreement with respect to any Proceeding, or any
claim therein, arising from the purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Exchange Act
or Company similar successor statute.


 






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18.
Covenant Not to Sue; Limitation of Actions; Release of Claims.


 


No legal action shall
be brought and no cause of action shall be asserted by or on behalf of the Company (or any of its subsidiaries) against the Indemnitee,
his or her spouse, heirs, executors, personal representatives or administrators after the expiration of two (2) years from the
date of accrual of such cause of action and any claim or cause of action of the Company (or any of its subsidiaries) shall be extinguished
and deemed released unless asserted by the filing of a legal action within such two (2) year period; provided, however, that if
any shorter period of limitation is otherwise applicable to any such cause of action, such shorter period shall govern.


 


19.
Identical Counterparts.


 


This Agreement may
be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together
shall constitute one and the same Agreement.


 


20.
Headings.


 


The headings of the
paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or
to affect the construction thereof.


 


21.
Modification and Waiver.


 


No supplement, modification
or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar)
nor shall such waiver constitute a continuing waiver.


 


22.
Notice by Indemnitee.


 


Indemnitee agrees promptly
to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information or
other document relating any Proceeding or matter which may be subject to indemnification or advancement of Expenses, judgments,
penalties, fines or amounts paid in settlement covered hereunder. The failure to notify the Company on a timely basis shall not
constitute a waiver of Indemnitee’s rights under this Agreement, except to the extent that such failure or delay (i) causes
the amounts paid or to be paid by the Company to be greater than they otherwise would have been, (ii) adversely affects the Company’s
ability to obtain for itself or Indemnitee coverage or proceeds under any insurance policy available to the Company or Indemnitee,
or (iii) otherwise results in prejudice to the Company.


 






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23.
Notices.


 


All notices, requests,
demands and other communications hereunder shall be in writing and shall be deemed to have been duly given if (i) delivered by
hand and receipted for by the party to whom such notice or other communication shall have been directed, or (ii) mailed by certified
or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:


 


If to Indemnitee, to
the address set forth in the signature page hereto.


 


If to the Company,
to:


 


Springwater Special
Situations Corp.


c/o Graubard Miller


405 Lexington Avenue,
11th Floor


New York, New York
10174


 


or to such other address or such other
person as Indemnitee or the Company shall designate in writing in accordance with this Section, except that notices regarding changes
in notices shall be effective only upon receipt.


 


24.
Governing Law.


 


The parties agree that
this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Delaware applicable
to contracts made and performed in that state without giving effect to the principles of conflicts of laws. The Company and Indemnitee
each hereby irrevocably consents to the jurisdiction of the courts of the State of Delaware and the federal courts within the State
for all purposes in connection with any action or proceeding that arises out of or relates to this Agreement and agrees that any
action instituted under this Agreement shall be brought only in the United States District Court for the District of Delaware and
any Delaware State court within that District.


 


25.
Mutual Acknowledgment.


 


Both the Company and
Indemnitee acknowledge that, in certain instances, Federal law or applicable public policy may prohibit the Company from indemnifying
its directors and officers under this Agreement or otherwise. Indemnitee understands and acknowledges that the Company has undertaken
or may be required in the future in certain circumstances to undertake with the Securities and Exchange Commission to submit the
question of indemnification to a court for a determination of the Company’s right under public policy to indemnify Indemnitee.


 


26.
Waiver of Claims to Trust Account.


 


Notwithstanding anything
herein to the contrary, Indemnitee hereby agrees that it does not have any right, title, interest or claim of any kind (each, a
“Claim”) in or to any monies in the trust account established in connection with the Company’s initial public
offering for the benefit of the Company and holders of shares issued in such offering, and hereby waives any Claim it may have
in the future as a result of, or arising out of, any services provided to the Company and will not seek recourse against such trust
account for any reason whatsoever.


 


 


[Signature Page Follows]


 






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IN WITNESS WHEREOF, the parties hereto have
executed this Agreement on the day and year first above written.


 


	 	SPRINGWATER SPECIAL SITUATIONS CORP.
	 	 	 
	 	By:	
	 	Name:  	Martin Gruschka
	 	Title: 	Chief Executive Officer



 


		INDEMNITEE
	 	 
	 	        
	 	             
	 	Name:	                          
	 	 
	 	Address:	          
	 	 
	 	 
	 	 
	 	 









 


[Signature Page to Indemnification Agreement]