Exhibit 10.6


 


STOCK ESCROW AGREEMENT


 


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”).


 


WHEREAS, the Company
was formed for the purpose of completing a merger, stock exchange, asset acquisition, stock purchase, recapitalization, reorganization
or other similar business combination (a “Business Combination”) with one or more businesses or entities.


 


WHEREAS, the Sponsor
purchased an aggregate of 4,312,500 shares of the Company’s common stock, par value $0.0001 per share (“Common Stock”)
in a private placement;


 


WHEREAS, the Company
has entered into an Underwriting Agreement, dated [____], 2021 (“Underwriting Agreement”), with EarlyBirdCapital,
Inc. (the “Representative”) acting as representative of the several
underwriters (collectively, the “Underwriters”), pursuant to which, among other matters, the Underwriters have agreed
to purchase 15,000,000 units (“Units”) of the Company, plus up to an additional 2,250,000 Units if the Representative
exercises the over-allotment option in full. Each Unit consists of one share of Common Stock and one-half of one warrant (“Warrant”),
each whole Warrant to purchase one share of Common Stock, all as more fully described in the Company’s final Prospectus,
dated [____], 2021 (“Prospectus”) comprising part of the Company’s Registration Statement on Form S-1 (File No.
333-254088) under the Securities Act of 1933, as amended (“Registration Statement”), declared effective on [_____],
2021 (“Effective Date”).


 


WHEREAS, the Sponsor
has agreed as a condition of the sale of the Units to deposit its shares of Common Stock of the Company in escrow as hereinafter
provided.


 


WHEREAS, the Company
and the Sponsor desire that the Escrow Agent accept the shares of Common Stock, in escrow, to be held and disbursed as hereinafter
provided.


 


IT IS AGREED:


 


1. Appointment
of Escrow Agent. The Company and the Sponsor hereby appoint the Escrow Agent to act in accordance with and subject to the terms
of this Agreement and the Escrow Agent hereby accepts such appointment and agrees to act in accordance with and subject to such
terms.


 


2. Deposit
of Shares. On or before the Effective Date, the Sponsor’s shares of Common Stock set forth on Exhibit A hereto shall
be deposited in escrow, to be held and disbursed subject to the terms and conditions of this Agreement. The Sponsor acknowledges
that the shares deposited in escrow will be legended to reflect the deposit of such shares under this Agreement.


 


3. Disbursement
of the Escrow Shares.


 


3.1 If the over-allotment
option to purchase all or a portion of the additional 2,250,000 Units of the Company is not exercised in full within 45 days of
the date of the Prospectus (as described in the Underwriting Agreement), the Sponsor agrees that the Escrow Agent shall return
to the Company for cancellation, at no cost, the number of shares of Common Stock determined by multiplying 562,500 by a fraction,
(i) the numerator of which is 2,250,000 minus the number of shares of Common Stock included in the Units purchased by the Underwriters
upon the exercise of the over-allotment option, and (ii) the denominator of which is 2,250,000. The Company shall promptly provide
notice to the Escrow Agent of the expiration or termination of the over-allotment option and the number of Units, if any, purchased
by the Underwriters in connection with the exercise thereof.


 






     


     


    

 


3.2 Except as otherwise
set forth herein, the Escrow Agent shall hold the shares remaining after any cancellation required pursuant to Section 3.1 above
(such remaining shares to be referred to herein as the “Escrow Shares”) until the earlier of (i) the six-month anniversary
of the date of the consummation of the Company’s initial Business Combination and (ii) the date on which the closing price
of the 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 150 days after the consummation of the initial Business Combination,
or earlier if, subsequent to the initial Business Combination, the Company consummates a liquidation, merger, stock exchange or
other similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of
Common Stock for cash, securities or other property (such period of time during which the Escrow Shares are held in escrow, the
“Escrow Period”). Upon the achievement of any of the conditions set forth above, the Company shall promptly provide
notice to the Escrow Agent, in form reasonably acceptable to the Escrow Agent. Upon completion of the Escrow Period, the Escrow
Agent shall disburse such amount of each Sponsor’s Escrow Shares to the Sponsor. The Escrow Agent shall have no further duties
hereunder after the disbursement of the Escrow Shares in accordance with this Section 3.2.


 


3.3 Notwithstanding
the provisions of Section 3.2, if the Escrow Agent is notified by the Company pursuant to Section 6.7 hereof that the Company’s
Trust Account (as defined in that certain Investment Management Trust Agreement, dated as of the date hereof, by and between the
Company and the Escrow Agent as trustee thereunder) is being liquidated, then the Escrow Agent shall deliver the certificates representing
the Escrow Shares to the Sponsor promptly after the public stockholders are paid the liquidating distributions and shall have no
further duties hereunder.


 


4. Rights of
Sponsor in Escrow Shares.


 


4.1 Voting Rights
as a Stockholder. Subject to the terms of the Insider Letter described in Section 4.4 hereof and except as herein provided,
the Sponsor shall retain all of its rights as a stockholder of the Company as long as any shares are held in escrow pursuant to
this Agreement, including, without limitation, the right to vote such shares.


 


4.2 Dividends
and Other Distributions in Respect of the Escrow Shares. For as long as any shares are held in escrow pursuant to this Agreement,
all dividends payable in cash with respect to the Escrow Shares shall be paid to the Sponsor, but all dividends payable in stock
or other non-cash property (“Non-Cash Dividends”) shall be delivered to the Escrow Agent to hold in accordance with
the terms hereof. As used herein, the term “Escrow Shares” shall be deemed to include the Non-Cash Dividends distributed
thereon, if any.


 


4.3 Restrictions
on Transfer. During the Escrow Period, the Escrow Shares will not be transferred, assigned, sold, or released from escrow (subject
to certain limited exceptions set forth below) (i) with respect to 50% of such Escrow Shares, for a period ending on the earlier
of the one-year anniversary of the date of the consummation of the Company’s Business Combination and the date on which the
closing price of the Company’s 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 the
Company’s Business Combination and (ii) with respect to the remaining 50% of such Escrow Shares, for a period ending on the
one-year anniversary of the date of the consummation of the Company’s Business Combination, or earlier, in either case, if,
subsequent to the Company’s Business Combination, the Company consummates a liquidation, merger, stock exchange or other
similar transaction which results in all of the Company’s stockholders having the right to exchange their shares of Common
Stock for cash, securities, or other property. The limited exceptions include transfers, assignments, or sales (i) to the Company
or the Company’s initial stockholders’ officers, directors, consultants, or affiliates, (ii) to an entity’s members
upon its liquidation, (iii) to relatives and trusts for estate planning purposes, (iv) by virtue of the laws of descent and distribution
upon death, (v) pursuant to a qualified domestic relations order, (vi) to the Company for no value for cancellation in connection
with the consummation of a Business Combination, or (vii) in connection with the consummation of a Business Combination at prices
no greater than the price at which the shares were originally purchased, in each case (except for clause (vi) or with the Company’s
prior consent) where the transferee agrees to the terms of this Escrow Agreement and to be bound by the transfer restrictions.


 


4.4 Insider Letter.
The Sponsor has executed a letter agreement with the Company and the Representative, dated as of the date hereto, the form of which
is filed as an exhibit to the Registration Statement (“Insider Letter”), respecting the rights and obligations of the
Sponsor in certain events, including, but not limited to, the liquidation of the Company.


 






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5. Concerning
the Escrow Agent.


 


5.1 Good Faith
Reliance. The Escrow Agent shall not be liable for any action taken or omitted by it in good faith and in the exercise of its
own best judgment, and 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 Escrow Agent), 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 is believed by the Escrow Agent in good faith to be genuine and to be signed or presented
by the proper person or persons. The Escrow Agent shall not be bound by any notice or demand, or any waiver, modification, termination
or rescission of this Agreement unless evidenced by a writing delivered to the Escrow Agent signed by the proper party or parties
and, if the duties or rights of the Escrow Agent are affected, unless it shall have given its prior written consent thereto.


 


5.2 Indemnification.
Subject to Section 5.8 below, the Escrow Agent shall be indemnified and held harmless by the Company from and against any expenses,
including reasonable counsel fees and disbursements, or loss suffered by the Escrow Agent in connection with any action, suit or
other proceeding involving any claim which in any way, directly or indirectly, arises out of or relates to this Agreement, the
services of the Escrow Agent hereunder, or the Escrow Shares held by it hereunder, other than expenses or losses arising from the
gross negligence, fraud or willful misconduct of the Escrow Agent. Promptly after the receipt by the Escrow Agent of notice of
any demand or claim or the commencement of any action, suit or proceeding, the Escrow Agent shall notify the other parties hereto
in writing. In the event of the receipt of such notice, the Escrow Agent, in its sole discretion, may commence an action in the
nature of interpleader in an appropriate court to determine ownership or disposition of the Escrow Shares or it may deposit the
Escrow Shares with the clerk of any appropriate court or it may retain the Escrow Shares pending receipt of a final, non-appealable
order of a court having jurisdiction over all of the parties hereto directing to whom and under what circumstances the Escrow Shares
are to be disbursed and delivered. The provisions of this Section 5.2 shall survive in the event the Escrow Agent resigns or is
discharged pursuant to Sections 5.5 or 5.6 below.


 


5.3 Compensation.
Subject to Section 5.8 below, the Escrow Agent shall be entitled to reasonable compensation from the Company for all services rendered
by it hereunder. The Escrow Agent shall also be entitled to reimbursement from the Company for all reasonable expenses paid or
incurred by it in the administration of its duties hereunder including, but not limited to, all counsel, advisors’ and agents’
fees and disbursements and all taxes or other governmental charges.


 


5.4 Further Assurances.
From time to time on and after the date hereof, the Company and the Sponsor shall deliver or cause to be delivered to the Escrow
Agent such further documents and instruments and shall do or cause to be done such further acts as the Escrow Agent shall reasonably
request to carry out more effectively the provisions and purposes of this Agreement, to evidence compliance herewith or to assure
itself that it is protected in acting hereunder.


 


5.5 Resignation.
The Escrow Agent may resign at any time and be discharged from its duties as escrow agent hereunder by its giving the other parties
hereto written notice and such resignation shall become effective as hereinafter provided. Such resignation shall become effective
at such time that the Escrow Agent shall turn the Escrow Shares over to a successor escrow agent appointed by the Company and approved
by the Representative, which approval will not be unreasonably withheld, conditioned or delayed. If no new escrow agent is so appointed
within the 60-day period following the giving of such notice of resignation, the Escrow Agent may deposit the Escrow Shares with
any court it reasonably deems appropriate in the State of New York.


 


5.6 Discharge
of Escrow Agent. The Escrow Agent shall resign and be discharged from its duties as escrow agent hereunder if so requested
in writing at any time by all of the other parties hereto; provided, however, that such resignation shall become effective only
upon the appointment of a successor escrow agent selected by the Company and approved by the Representative, which approval will
not be unreasonably withheld, conditioned or delayed.


 


5.7 Liability.
Notwithstanding anything herein to the contrary, the Escrow Agent shall not be relieved from liability hereunder for its own gross
negligence, fraud or willful misconduct.


 






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5.8 Waiver.
The Escrow Agent hereby waives any right of set-off or any other right, title, interest or claim of any kind (“Claim”)
in, or to any distribution of, the Trust Account and hereby agrees not to seek recourse, reimbursement, payment or satisfaction
for any Claim against the Trust Account for any reason whatsoever.


 


6. Miscellaneous.


 


6.1 Governing
Law. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without
giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
The parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough
of Manhattan, 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.


 


6.2 Third Party
Beneficiaries. Each of the parties to this Agreement hereby acknowledges that the Representative is a third party beneficiary
of this Agreement.


 


6.3 Entire Agreement.
This Agreement contains the entire agreement of the parties hereto with respect to the subject matter hereof and, except as expressly
provided herein, may only be changed, amended, or modified by a writing signed by each of the parties hereto.


 


6.4 Headings.
The headings contained in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation
thereof.


 


6.5 Binding Effect.
This Agreement shall be binding upon and inure to the benefit of the respective parties hereto and their legal representatives,
successors and assigns.


 


6.6 Notices.
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,
by email or by facsimile transmission:


 


If to the Company, to:


 


Springwater Special Situations
Corp.


c/o Graubard Miller


405 Lexington Avenue, 11th
Floor


New York, New York 10174


Attn: Martin Gruschka


E-mail: mg@springwatercapital.ch


 


If to the Sponsor, to
its address set forth in Exhibit A.


 


and if to the Escrow
Agent, to:


 


Continental Stock Transfer
& Trust Company


1 State Street, 30th
Floor


New York, New York
10004


Attn: Client Administration
Dept.


Email: accountadmin@continentalstock.com


 


A copy of any notice
sent hereunder shall be sent to:


 


EarlyBirdCapital,
Inc.


366 Madison
Ave 8th Floor


New York, NY
10017


Attn: Steven
Levine


Email: slevine@ebccap.com


 






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with a copy to:


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York 10174


Attn: David Alan Miller, Esq.
/ Jeffrey M. Gallant, Esq.


Email: dmiller@graubard.com /
jgallant@graubard.com


 


and:


 


Ellenoff Grossman & Schole
LLP


1345 Avenue of the Americas


New York, NY 10105


Attn: Douglas S. Ellenoff,
Esq. / Stuart Neuhauser, Esq.


E-mail: ellenoff@egsllp.com / sneuhauser@egsllp.com


 


The parties may change
the persons and addresses to which the notices or other communications are to be sent by giving written notice to any such change
in the manner provided herein for giving notice.


 


6.7 Liquidation
of the Trust Account. The Company shall give the Escrow Agent written notification of the liquidation of the Trust Account
in the event that the Company fails to consummate a Business Combination within the time period specified in the Company’s
Amended and Restated Certificate of Incorporation, as the same may be amended from time to time.


 


6.8 Counterparts.
This Agreement may be executed in several counterparts, each one of which shall constitute an original and may be delivered by
facsimile transmission and together shall constitute one instrument.


 


[Signature Page Follows]


 




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WITNESS the execution
of this Agreement as of the date first above written.


 


	 	SPRINGWATER SPECIAL SITUATIONS CORP.
	 	 
	 	By:	 
	 	Name:	Martin Gruschka
	 	Title:	Chief Executive Officer
	 	 
	 	
        CONTINENTAL STOCK TRANSFER & TRUST COMPANY

        

	 	 
	 	By:	                                   
	 	Name:	 
	 	Title:	 
	 	 	 
	 	SPONSOR:
	 	 
	 	SPECIAL SITS GENERAL PARTNER I SA
	 	 
	 	By:	
	 	 	Name: Ignacio Casanova
	 	 	Title: Managing Member






 


[Signature Page to Stock Escrow Agreement]


 




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EXHIBIT A


 


	Name and Address of Sponsor	 	Number of Shares	 
	 	 	 	 
	Special Sits General Partner I SA
 c/o Springwater Special Situations Corp.
 c/o Graubard Miller
 405 Lexington Avenue, 11th Floor
 New York, New York 10174
	 	 	4,312,500	 
	 	 	 	 	 
	TOTAL	 	 	4,312,500