WARRANT AGREEMENTWarrant Agreement • October 14th, 2021 • Schultze Special Purpose Acquisition Corp. II • Blank checks • New York
This agreement (“Agreement”) is made as of October 7, 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 • October 14th, 2021 • Schultze Special Purpose Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of October 7, 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”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • October 14th, 2021 • Schultze Special Purpose Acquisition Corp. II • Blank checks • New York
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 Agreement October 7, 2021Underwriting Agreement • October 14th, 2021 • Schultze Special Purpose Acquisition Corp. II • Blank checks • New York
Schultze Special Purpose Acquisition Corp. II, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters named in Schedule A hereto (collectively, the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of 15,000,000 units (the “Units”) of the Company (the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 2,250,000 additional Units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional underwriters listed on Schedule A hereto, the term “Representatives” as used herein shall mean you, as Underwriter, and the term “Underwriters” shall mean either the singular or the plural, as the context requires.
Schultze Special Purpose Acquisition Corp. II Rye Brook, NY 10573Underwriting Agreement • October 14th, 2021 • Schultze Special Purpose Acquisition Corp. II • 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.
schultze special purpose Acquisition Corp. IISponsor Agreement • October 14th, 2021 • Schultze Special Purpose Acquisition Corp. II • Blank checks • New York
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
