INDEMNITY AGREEMENTIndemnity Agreement • March 9th, 2021 • Schultze Special Purpose Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of ___________, 2021, by and between Schultze Special Purpose Acquisition Corp. II, a Delaware corporation (the “Company”), and ________________ (“Indemnitee”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2021 • Schultze Special Purpose Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among Schultze Special Purpose Acquisition Corp. II, a Delaware corporation (the “Company”), Schultze Special Purpose Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), Stifel Venture Corp. (“Stifel”), and the undersigned parties listed under Investors on the signature page hereto (each such party, together with the Sponsor, Stifel and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 6.2, an “Investor” and collectively, the “Investors”).
Schultze Special Purpose Acquisition Corp. IISchultze Special Purpose Acquisition Corp. II • March 9th, 2021 • Blank checks • New York
We are pleased to accept the offer Schultze Special Purpose Acquisition Sponsor II, LLC (the “Subscriber” or “you”) has made to purchase 5,750,000 shares (“Founder Shares”) of Class B common stock, $0.0001 par value per share (the “Class B Common Stock” together with all other classes of Company (as defined below) common stock, the “Common Stock”), of Schultze Special Purpose Acquisition Corp. II, a Delaware corporation (the “Company”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the proposed initial public offering (“IPO”) of the Company pursuant to the registration statement on Form S-1 expected to be filed by the Company in connection with the IPO (the “Registration Statement”) do not fully exercise their over-allotment option (the “Over-allotment Option”) as described below. The terms (this “Agreement”) on which the Company is willing to sell the Founder Shares to the Subscriber, and the Company and the Subscriber’s agreements regarding such Found
WARRANT AGREEMENTWarrant Agreement • March 9th, 2021 • Schultze Special Purpose Acquisition Corp. II • Blank checks • New York
This agreement (“Agreement”) is made as of [●], 2021 between Schultze Special Purpose Acquisition Corp. II, a Delaware corporation, with offices at 800 Westchester Avenue, Suite S-632, Rye Brook, NY 10573 (“Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
Schultze Special Purpose Acquisition Corp. II Rye Brook, NY 10573Schultze Special Purpose Acquisition Corp. II • March 9th, 2021 • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Schultze Special Purpose Acquisition Corp. II, a Delaware corporation (the “Company”), and Stifel, Nicolaus & Company, Incorporated and Mizuho Securities USA LLC, as representatives (the “Representatives”) of the several underwriters named in Schedule A thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 14 hereof.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 9th, 2021 • Schultze Special Purpose Acquisition Corp. II • Blank checks • New York
schultze special purpose Acquisition Corp. IISchultze Special Purpose Acquisition Corp. II • March 9th, 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 the securities of Schultze Special Purpose Acquisition Corp. II (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”), Schultze Special Purpose Acquisition Sponsor II, LLC (the “Sponsor”) shall make available, or cause to be made available, to the Company certain general and administrative services, including office space, utilities and administrative support as may be reasonably required by the Company from time to time, situated at 800 Westchester Avenue, Suite S-632, Rye Brook, NY 10573 (or any successor location). In exchange therefor, the Company sh
