Exhibit 10.5


 


_______ __, 2021


 


Springwater Special Situations Corp.


c/o Graubard Miller


405 Lexington Avenue, 11th Floor


New York, New York 10174


 


Gentlemen:


 


Springwater Special Situations
Corp. (“Corporation”), a blank check company formed for the purpose of acquiring one or more businesses or entities
(a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities
Act”), in connection with its initial public offering (“IPO”).


 


The undersigned hereby
commits to purchase an aggregate of ___ units of the Corporation (“Placement Units”), each Placement Unit currently
intended to consist of one share of common stock, par value $0.0001 per share (“Common Stock”), of the Corporation,
and one-half of one redeemable warrant, each whole warrant to purchase one share of Common Stock, at $10.00 per Private Unit, for
an aggregate purchase price of $______ (the “Purchase Price”). On or before _____, 2021, the undersigned will cause
the Purchase Price to be delivered to Graubard Miller, counsel for the Corporation (“Counsel”), by wire transfer as
set forth in the instructions attached as Exhibit A to hold in a non-interest bearing account until the Corporation consummates
the IPO.


 


In consideration of the
above purchase obligations, Special Sits General Partner I SA (the “Transferor”) hereby agrees to transfer to the undersigned
an aggregate of _____ shares of Common Stock (“Insider Shares”) of the Corporation at approximately $0.009 per Insider
Share, for an aggregate purchase price of $______, which amount is being delivered to the Transferor on or before ______, 2021.
The undersigned acknowledges and agrees that if the underwriters in the IPO determine the size of the offering should be increased
or decreased, the undersigned will either receive a dividend on the Insider Shares transferred hereunder or contribute a portion
of the Insider Shares back to capital, as applicable, in order to maintain the undersigned’s ratio of ____ (__) Insider Shares
for every Placement Unit purchased. In addition, the undersigned acknowledges and agrees that if the underwriter in the IPO elects
not to exercise the overallotment option, and fewer Placement Units are required to be purchased, the undersigned’s purchase
of Placement Units will be reduced on a pro rata basis with all other sponsors and the undersigned shall sell a proportionate number
of Insider Shares to the Transferor in order to maintain the undersigned’s ratio of ___ (__) Insider Shares for every Placement
Unit purchased.


 


The consummation of the
purchase and issuance of the Placement Units shall occur simultaneously with the consummation of the IPO. At the time of the IPO,
Counsel shall deposit the Purchase Price, without interest or deduction, into the trust fund (“Trust Fund”) established
by the Corporation for the benefit of the Corporation’s public stockholders as described in the Corporation’s registration
statement filed in connection with the IPO (“Registration Statement”). If the Corporation does not complete the IPO
within six (6) months from the date of this letter (subject to a six (6) month extension at the Corporation’s option in its
sole discretion), the Purchase Price (plus interest earned thereon) will be returned to the undersigned.


 


Each of the Corporation
and the undersigned acknowledges and agrees that Counsel is serving hereunder solely as a convenience to the parties to facilitate
the purchase of the Placement Units and Counsel’s sole obligation under this letter agreement is to act with respect to holding
and disbursing the Purchase Price for the Placement Units as described above. Counsel shall not be liable to the Corporation or
the undersigned or any other person or entity in respect of any act or failure to act hereunder or otherwise in connection with
performing its services hereunder unless Counsel has acted in a manner constituting gross negligence or willful misconduct. The
Corporation and Transferor, jointly and severally, shall indemnify Counsel against any claim made against it (including reasonable
attorney’s fees) by reason of it acting or failing to act in connection with this letter agreement except as a result of
its gross negligence or willful misconduct. Counsel may rely and shall be protected in acting or refraining from acting upon any
written notice, instruction or request furnished to it hereunder and believed by it to be genuine and to have been signed or presented
by the proper party or parties.


 






     


     


    

 


The Insider Shares will
be identical to the shares of Common Stock included in the units to be sold by the Corporation in the IPO, and the Placement Units
will be identical to the units to be sold by the Corporation in the IPO, except that:


 


	 	●	the undersigned agrees to vote the Insider Shares and shares of Common Stock included in the Placement Units (the “Placement Shares”) in favor of any proposed Business Combination;


 


	 	●	until such time as the Corporation has completed its initial Business Combination the undersigned agrees not to seek conversion rights, or seek to sell such shares in any tender offer, with respect to any Insider Shares and Placement Shares;


 


	 	●	the Insider Shares will be placed in escrow, subject to the terms of an escrow agreement reasonably acceptable to the undersigned, and will not be released (subject to certain exceptions) until (i) with respect to 50% of such shares, for a period ending on the earlier of the one-year anniversary of the date of the consummation of our initial business combination and the date on which the closing price of our common stock equals or exceeds $12.50 per share (as adjusted for share splits, share dividends, reorganizations and recapitalizations) for any 20 trading days within a 30-trading day period following the consummation of our initial business combination and (ii) with respect to the remaining 50% of such shares, for a period ending on the one-year anniversary of the date of the consummation of our initial business combination, or earlier, in either case, if, subsequent to our initial business combination, we consummate a liquidation, merger, stock exchange or other similar transaction which results in all of our stockholders having the right to exchange their shares of common stock for cash, securities or other property, and may only be transferred during this time period (i) among the initial purchasers of the Insider Shares, to the Corporation’s officers, directors and employees, to a holder’s affiliates, or to its members upon its liquidation, (ii) to relatives and trusts for estate planning purposes, (iii) by virtue of the laws of descent and distribution upon death, (iv) pursuant to a qualified domestic relations order, (v) by certain pledges to secure obligations incurred in connection with purchases of the Corporation’s securities, (vi) by private sales made at or prior to the consummation of a Business Combination at prices no greater than the price at which the Insider Shares were originally purchased or (vii) to the Corporation for cancellation in connection with the consummation of a Business Combination, in each case (except for clause (vii) or with the Corporation’s prior consent) where the transferee agrees to the terms of the escrow agreement;


 


	 	●	the Placement Units and underlying securities will not be transferable until 30 days after the completion of a Business Combination (except (i) among the initial purchasers of the Placement Units, to the Corporation’s officers, directors and employees, to a holder’s affiliates, or to its members upon its liquidation, (ii) to relatives and trusts for estate planning purposes, (iii) by virtue of the laws of descent and distribution upon death, (iv) pursuant to a qualified domestic relations order, (v) by certain pledges to secure obligations incurred in connection with purchases of the Corporation’s securities, (vi) by private sales made in connection with the consummation of a Business Combination at prices no greater than the price at which the Placement Units were originally purchased or (vii) to the Corporation for cancellation in connection with the consummation of a Business Combination, in each case (except for clause (vii) or with the Corporation’s prior consent) where the transferee agrees to the terms of the transfer restrictions);


 


	 	●	the Insider Shares and Placement Units (and underlying securities) will be subject to customary registration rights, which shall be described in the Registration Statement;


 


	 	●	the Undersigned will not participate in any liquidation distribution with respect to the Insider Shares or Placement Units (but will participate in liquidation distributions with respect to any units or shares of Common Stock purchased by the undersigned in the IPO or in the open market after the IPO) if the Corporation fails to consummate a Business Combination; and


 






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	 	●	the Insider Shares and Placement Units will include any additional terms or restrictions as is customary in other similarly structured blank check company offerings or as may be reasonably required by the underwriters in the IPO in order to consummate the IPO, each of which will be set forth in the Registration Statement.


 


The undersigned further
acknowledges and agrees that if, in order to consummate any Business Combination, the holders of Insider Shares and Placement Units
are required to contribute back to the capital of the Corporation a portion of any such securities to be cancelled by the Corporation,
the undersigned will contribute back to the capital of the Corporation a proportionate number of Insider Shares and Placement Units
, pro rata with the other holders of Insider Shares and Placement Units.


 


The undersigned acknowledges
and agrees that he will execute agreements in form and substance typical for transactions of this nature necessary to effectuate
the foregoing agreements and obligations prior to the consummation of the IPO as are reasonably acceptable to the undersigned,
including but not limited to (i) an insider letter, (ii) an escrow agreement and (iii) a registration rights agreement.


 


The undersigned hereby
represents and warrants that, as applicable:


 


	 	(a)	he has been advised that the Insider Shares and Placement Units have not been registered under the Securities Act;


 


	 	(b)	he is acquiring the Insider Shares and Placement Units for his account for investment purposes only;


 


	 	(c)	he has no present intention of selling or otherwise disposing of the Insider Shares and Placement Units in violation of the securities laws of the United States;


 


	 	(d)	he is an “accredited investor” as defined by Rule 501 of Regulation D promulgated under the Securities Act of 1933, as amended;


 


	 	(e)	he has had both the opportunity to ask questions and receive answers from the officers and directors of the Corporation and all persons acting on its behalf concerning the terms and conditions of the offer made hereunder;


 


	 	(f)	he is familiar with the proposed business, management, financial condition and affairs of the Corporation;


 


	 	(g)	he has full power, authority and legal capacity to execute and deliver this letter and any documents contemplated herein or needed to consummate the transactions contemplated in this letter; and


 


	 	(h)	this letter constitutes the legal, valid and binding obligation of the undersigned and is enforceable against him.


 


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	 	Very truly yours,
	 	 
	 	 


 


	Accepted and Agreed:	 
	 	 
	Springwater special situations CORP.	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 


	special sits general parter i sa	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 



 


	GRAUBARD MILLER	 
	(solely with respect to its obligations to hold	 
	and disburse monies for the Placement Units)	 
	 	 	 
	By:	 	 
	 	Name:	 
	 	Title: