WARRANT AGREEMENTWarrant Agreement • September 22nd, 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”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 22nd, 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. II 15,000,000 Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one warrant Underwriting AgreementUnderwriting Agreement • September 22nd, 2021 • Schultze Special Purpose Acquisition Corp. II • Blank checks • New York
Schultze Special Purpose Acquisition Corp. II Rye Brook, NY 10573Schultze Special Purpose Acquisition Corp. II • September 22nd, 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-half 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 • September 22nd, 2021 • Schultze Special Purpose Acquisition Corp. II • Blank checks • New York
