Exhibit 10.5


 


_____________, 2018


 


Ladies and Gentlemen:


 


Schultze Special Purpose
Acquisition 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 4,550,000 warrants of the Corporation (“Initial Private Placement Warrants”), each
Initial Private Placement Warrant entitling the holder to purchase one share of common stock, par value $0.0001 per share, of the
Corporation, at $1.00 per Initial Private Placement Warrant, for an aggregate purchase price of $4,550,000 (the “Initial
Purchase Price”). Additionally, if the underwriters in the IPO exercise their over-allotment option in full or part, the
undersigned further commits to purchase up to an additional 450,000 warrants of the Corporation (“Additional Private Placement
Warrants” and together with the Initial Private Placement Warrants, the “Private Placement Warrants”) at $1.00
per Additional Private Placement Warrant for an aggregate purchase price of up to $450,000 (the “Over-Allotment Purchase
Price” and together with the Initial Purchase Price, the “Purchase Price”). At least 24 hours prior to the effective
date (“Effective Date”) of the Corporation’s registration statement filed in connection with the IPO (“Registration
Statement”), the undersigned will cause the Purchase Price to be delivered to Continental Stock Transfer & Trust Company
(“CST”), 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.


 


The consummation of
the purchase and issuance of the Initial Private Placement Warrants and Additional Private Placement Warrants (if any) shall occur
simultaneously with the consummation of the IPO and over-allotment option, respectively. Simultaneously with the consummation of
the IPO, the Initial Purchase Price shall be deposited, without interest or deduction, into the trust account (“Trust Account”)
established by the Corporation for the benefit of the Corporation’s public stockholders as described in the Registration
Statement. Simultaneously with the consummation of all or any part of the over-allotment option, the pro-rata portion of the Over-Allotment
Purchase Price, based upon the amount of the over-allotment option that has been exercised, shall be deposited into the Trust Account.
Upon expiration of the over-allotment option, any unused portion of the Over-Allotment Purchase Price shall be returned to the
undersigned.


 


The Private Placement
Warrants will be identical to the warrants included in the units to be sold by the Corporation in the IPO, except that:


 


		●	the Private Placement Warrants and underlying securities will not be transferable, assignable or
salable by the undersigned until after the consummation of a Business Combination, except to Permitted Transferees (as defined
in the Warrant Agreement to be entered into by the Corporation and CST in connection with the IPO);



 


		●	the Private Placement Warrants and underlying securities will be subject to customary registration
rights, which shall be described in the Registration Statement;



 


		●	the Private Placement Warrants will not be redeemable and will be exercisable on a cashless basis
so long as they are held by the undersigned or their Permitted Transferees; and



 


		●	the Private Placement Warrants and the underlying securities 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 acknowledges
and agrees that it 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 and (ii) a registration rights agreement.


 




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The undersigned hereby
represents and warrants that, as applicable:


 


		(a)	it has been advised that the Private Placement Warrants and the underlying securities have not
been registered under the Securities Act;



 


		(b)	it is acquiring the Private Placement Warrants and the underlying securities for its account for
investment purposes only;



 


		(c)	it has no present intention of selling or otherwise disposing of the Private Placement Warrants
or the underlying securities in violation of the securities laws of the United States;



 


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



 


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



 


		(g)	it 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 a legal, valid and binding obligation, and is enforceable against it.



 


The undersigned understands
and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation
of purchasers of the Private Placement Warrants. In this regard, if the IPO were deemed to be a general solicitation with respect
to the Private Placement Warrants, the offer and sale of such Private Placement Warrants may not be exempt from registration and,
if not, the undersigned may have a right to rescind its purchase of the Private Placement Warrants. In order to facilitate the
completion of the IPO and in order to protect the Corporation, its stockholders and the amounts in the Trust Account from claims
that may adversely affect the Corporation or the interests of its stockholders, the undersigned hereby agrees to waive, to the
maximum extent permitted by applicable law, any claims, right to sue or rights in law or arbitration, as the case may be, to seek
rescission of its purchase of the Private Placement Warrants. The undersigned acknowledges and agrees this waiver is being made
in order to induce the Corporation to sell the Private Placement Warrants to the undersigned. The undersigned agrees the foregoing
waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings
(collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory,
consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees
and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether
pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Private
Placement Warrants hereunder or relating to the purchase of the Private Placement Warrants and the transactions contemplated hereby.
The undersigned agrees (a) not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase
of the Private Placement Warrants or any Claim that may arise now or in the future and (b) that to the extent any waiver of rights
under this paragraph is ineffective as a matter of law, the undersigned has offered such waiver for the benefit of the Corporation
as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The undersigned acknowledges
the receipt and sufficiency of consideration received from the Corporation hereunder in this regard. The undersigned further acknowledges
and agrees that the stockholders of the Corporation are and shall be third-party beneficiaries of this paragraph.


 


[signature page follows]


 




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	 	Very truly yours,
	 	 
	 	Schultze Special Purpose Acquisition Sponsor, LLC
	 	 	 	 
	 	By:	 
	 	 	Name:	George J. Schultze
	 	 	Title:	Manager


 


	Accepted and Agreed:	 
	 	 
	Schultze Special Purpose Acquisition Corp.	 
	 	 	 	 
	By:	 	 
	 	Name:	George J. Schultze	 
	 	Title:	Chief Executive Officer	 


 


[Signature Page to Warrant Purchase Agreement]