Exhibit 10.7


 


SECURITIES PURCHASE AGREEMENT


 


This Securities Purchase
Agreement (this “Agreement”), effective as of September 25, 2018, is made and entered into by and between Schultze
Special Purpose Acquisition Corp., a Delaware corporation (the “Company”), and Schultze Special Purpose Acquisition
Sponsor, LLC, a Delaware limited liability company (the “Buyer”).


 


RECITALS:


 


WHEREAS, the
Buyer wishes to purchase from the Company an aggregate of 4,312,500 shares (the “Shares”) of the Company’s Common
Stock (as defined below), up to 562,500 of which Shares are subject to complete or partial forfeiture (the “forfeiture”)
if the underwriters of the proposed initial public offering (“IPO”) of units of the Company do not fully exercise their
over-allotment option (the “Over-allotment Option”), and the Company wishes to sell the Shares to the Buyer, on the
terms and subject to the conditions set forth in this Agreement.


 


AGREEMENT:


 


NOW, THEREFORE,
in consideration of the premises, representations, warranties and the mutual covenants contained in this Agreement, and for
other good and valuable consideration, the receipt, sufficiency and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:


 


Article
I

DEFINITIONS


 


The terms defined in
this Article I shall have for all purposes of this Agreement the respective meanings set forth below:


 


“Agreement”
shall have the meaning set forth in the preamble to this Agreement.


 


“Buyer”
shall have the meaning set forth in the preamble to this Agreement.


 


“Common Stock”
shall mean the common stock, $0.0001 par value per share, of the Company.


 


“Closing”
shall have the meaning set forth in Section 2.3 of this Agreement.


 


“Closing Date”
shall have the meaning set forth in Section 2.3 of this Agreement.


 


“Company”
shall have the meaning set forth in the preamble to this Agreement.


 


“Consent”
means any consent, approval, notification, waiver, or other similar action that is necessary or convenient.


 


“Governmental
Body” shall mean any legislature, agency, bureau, branch, department, division, commission, court, tribunal or other similar
recognized organization or body of any federal, state, county, municipal, local or foreign government or other similar recognized
organization or body exercising similar powers or authority.


 




     

     


    

 


“IPO” shall
have the meaning set forth in the preamble to this Agreement.


 


“Law” shall
mean any law (statutory, common or otherwise), constitution, ordinance, rule, regulation, executive order or other similar authority
enacted, adopted, promulgated or applied by any Governmental Body.


 


“Lien”
shall mean a mortgage, deed of trust, pledge, hypothecation, assignment, encumbrance, charge, restriction, lien (statutory or otherwise,
including, without limitation, any lien for taxes), security interest, preference, participation interest, priority or security
agreement or preferential arrangement of any kind or nature whatsoever, including, without limitation, any conditional sale or
other title retention agreement, any financing lease having substantially the same economic effect as any of the foregoing and
the filing of any document under the law of any applicable jurisdiction to evidence any of the foregoing, other than (i) statutory,
mechanics’ or other Liens incurred in the Company’s ordinary course of business or (ii) Liens for taxes incurred but
not yet due.


 


“Order”
shall mean an order, ruling, decision, award, judgment, injunction or other similar determination or finding by, before or under
the supervision of any Governmental Body or arbitrator.


 


“Over-Allotment
Option” shall have the meaning set forth in the preamble to this Agreement.


 


“Permit”
shall mean a permit, license, certificate, waiver, notice or similar authorization.


 


“Purchase Price”
shall have the meaning set forth in Section 2.2 of this Agreement.


 


“SEC” shall
mean the United States Securities and Exchange Commission.


 


“Securities Act”
shall mean the United States Securities Act of 1933, as amended, or any successor federal statute, and the applicable rules and
regulations promulgated and in effect from time to time thereunder.


 


“Shares”
shall have the meaning set forth in the recitals to this Agreement.


 


Article
II

PURCHASE OF THE SHARES


 


Section
2.1           Purchase and Sale of the Shares.
Subject to the terms and conditions hereof and in reliance upon the representations and warranties of the parties contained or
incorporated by reference herein, simultaneous with the execution hereof, the Company shall sell and deliver to the Buyer, and
the Buyer shall purchase from the Company, the Shares, in consideration of the payment of the Purchase Price noted herein.


 




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Section
2.2           Purchase Price.
The aggregate purchase price (the “Purchase Price”) for the Shares shall be the sum of $25,000, which the Company
acknowledges has been paid in full as of the date hereof by means of Buyer’s payment of such amount to EarlyBirdCapital,
Inc. (“EBC”) of the deposit payable by the Company to EBC pursuant to the terms of the letter of intent with EBC with
respect to the IPO.


 


Section
2.3           Closing. The
closing of the purchase and sale of the Shares (the “Closing”) shall be held on the date of this Agreement (“Closing
Date”) at the offices of Greenberg Traurig, LLP, 200 Park Avenue, New York, New York 10166, or such other place as may be
agreed upon by the parties hereto.


 


Section
2.4           Closing Deliveries. At
the Closing, or within a reasonable time after the Closing but in no event later than thirty (30) days after the Closing, the
Company shall deliver to the Buyer the certificates representing the Shares.


 


Section
2.5           Further Assurances. The
parties hereto shall execute and deliver such additional documents and take such additional actions as any party reasonably may
deem to be practical and necessary in order to consummate the transactions contemplated by this Agreement.


 


Section
2.6           Forfeiture of Shares.
In the event the Over-allotment Option is not exercised in full, the Buyer shall forfeit any and all rights to up to 562,500 Shares
(based upon the percentage of the Over-allotment Option not exercised) such that immediately following such forfeiture, the Buyer
and all other initial stockholders prior to the IPO will own an aggregate number of Shares (not including shares issuable upon
exercise of any warrants or any shares purchased by the Buyer in the IPO or in the aftermarket) equal to 20% of the issued and
outstanding shares of the Company immediately following the IPO. If any of the Shares are forfeited by the Buyer in accordance
with this Section 2.6, then after such time, the Buyer (or successor in interest), shall no longer have any rights as a
holder of such Shares, and the Company shall take such action as is appropriate to cancel such Shares. In addition, the Buyer
hereby irrevocably grants the Company a limited power of attorney for the purpose of effectuating the foregoing and agrees to
take any and all actions reasonably requested by the Company necessary to effect any adjustment in this Section 2.6.


 


Section
2.7           Legend.
Each certificate evidencing the Shares and each certificate issued in exchange for or upon the transfer of any Shares shall be
stamped or otherwise imprinted with a legend in substantially the following form:


 


“THE SECURITIES REPRESENTED BY THIS
CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION, AND MAY NOT BE TRANSFERRED IN VIOLATION OF SUCH ACT AND LAWS.


 


THE SECURITIES REPRESENTED BY THIS CERTIFICATE
ARE SUBJECT TO (1) ADDITIONAL RESTRICTIONS ON TRANSFER SET FORTH IN THE LETTER AGREEMENT BY AND BETWEEN THE COMPANY AND THE HOLDER
AND (2) THE TERMS OF A STOCK ESCROW AGREEMENT AND MAY NOT BE OFFERED, SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED DURING THE
TERM OF SUCH ESCROW AGREEMENT. COPIES OF SUCH AGREEMENTS MAY BE OBTAINED FROM THE COMPANY AT THE COMPANY’S PRINCIPAL PLACE
OF BUSINESS WITHOUT CHARGE.”


 




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Article
III

REPRESENTATIONS AND WARRANTIES OF THE BUYER


 


The Buyer represents
and warrants that the statements contained in this ARTICLE III are correct and complete as of the date of this Agreement.


 


Section
3.1           Organization and Good Standing. The
Buyer is a limited liability company duly organized, validly existing, and in good standing under the laws of the state of Delaware.


 


Section
3.2           Power and Authority; Enforceability. This
Agreement constitutes the legal, valid, and binding obligation of the Buyer, enforceable against the Buyer in accordance with
its terms. The Buyer has full entity power and authority to execute and deliver this Agreement and to perform its obligations
hereunder. The Buyer has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance
of its obligations hereunder and the consummation of the transactions contemplated hereby. This Agreement has been duly authorized,
executed and delivered by, and is enforceable against, the Buyer.


 


Section
3.3           Investment Representations.


 


(a)          The
Buyer is an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act.


 


(b)          The
Buyer has received, has thoroughly read, is familiar with and understands the contents of this Agreement.


 


(c)          The
Buyer hereby acknowledges that an investment in the Shares involves certain significant risks. The Buyer acknowledges that there
is a substantial risk that it will lose all or a portion of its investment and that it is financially capable of bearing the risk
of such investment for an indefinite period of time. The Buyer has no need for liquidity in its investment in the Shares for the
foreseeable future and is able to bear the risk of that investment for an indefinite period. The Buyer understands that there presently
is no public market for the Shares and none is anticipated to develop in the foreseeable future. The Buyer’s present financial
condition is such that the Buyer is under no present or contemplated future need to dispose of any portion of the Shares subscribed
for hereby to satisfy any existing or contemplated undertaking, need or indebtedness. The Buyer’s overall commitment to investments
which are not readily marketable is not disproportionate to its net worth and the investment in the Company will not cause such
overall commitment to become excessive.


 


(d)          The
Buyer acknowledges that the Shares have not been and will not be registered under the Securities Act, or any state securities act,
and are being sold on the basis of exemptions from registration under the Securities Act and applicable state securities acts,
except those state securities acts that require registration of the Shares thereunder. Reliance on such exemptions, where applicable,
is predicated in part on the accuracy of the Buyer’s representations and warranties set forth herein. The Buyer acknowledges
and hereby agrees that the Shares will not be transferable under any circumstances unless the Buyer either registers the Shares
in accordance with federal and state securities laws or finds and complies with an available exemption under such laws. Accordingly,
the Buyer hereby acknowledges that there can be no assurance that it will be able to liquidate its investment in the Company.


 




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(e)          There
are substantial risk factors pertaining to an investment in the Company. The Buyer acknowledges that it has read the information
set forth above regarding certain of such risks and is familiar with the nature and scope of all such risks, including, without
limitation, risks arising from the fact that the Company is an entity with limited operating history and financial resources; and
the Buyer is fully able to bear the economic risks of such investment for an indefinite period, and can afford a complete loss
thereof.


 


(f)          The
Buyer has been given the opportunity to (i) ask questions of and receive answers from the Company and its designated representatives
concerning the terms and conditions of the offering, the Company and the business and financial condition of the Company and (ii)
obtain any additional information that the Company possesses or can acquire without unreasonable effort or expense that is necessary
to assist the Buyer in evaluating the advisability of the purchase of the Shares and an investment in the Company. The Buyer further
represents and warrants that, prior to signing this Agreement, it has asked such questions, received such answers and obtained
such information as it has deemed necessary or advisable to evaluate the merits and risks of the purchase of the Shares and an
investment in the Company. The Buyer is not relying on any oral representation made by any person as to the Company or its operations,
financial condition or prospects.


 


(g)          The
Buyer understands that no federal, state or other governmental authority has made any recommendation, findings or determination
relating to the merits of an investment in the Company.


 


Article
IV

REPRESENTATIONS AND WARRANTIES OF THE COMPANY


 


Section
4.1           Organization and Good Standing.
The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware.


 


Section
4.2           Power and Authority; Enforceability.
This Agreement constitutes the legal, valid, and binding obligation of the Company, enforceable against the Company in accordance
with its terms. The Company has full power and authority to execute and deliver this Agreement and to perform its obligations
hereunder. The Company has taken all actions necessary to authorize the execution and delivery of this Agreement, the performance
of its obligations hereunder, and the consummation of the transactions contemplated hereby. This Agreement has been duly authorized,
executed, and delivered by, and is enforceable against, the Company.


 




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Section
4.3           No Violation; Necessary Approvals.
Neither the execution and delivery of this Agreement by the Company, nor the consummation or performance by the Company of any
of the transactions contemplated hereby, will: (a) with or without notice or lapse of time, constitute, create or result in a
breach or violation of, default under, loss of benefit or right under or acceleration of performance of any obligation required
under any Law, Order, contract or Permit to which the Company is a party or by which it is bound or any of its assets are subject,
or any provision of the Company’s organizational documents as in effect on the Closing Date, (b) result in the imposition
of any lien, claim or encumbrance upon any assets owned by the Company; (c) require any Consent under any contract or organizational
document to which the Company is a party or by which it is bound; or (d) require any Permit under any Law or Order other than
(i) required filings, if any, with the SEC and (ii) notifications or other filings with state or federal regulatory agencies after
the Closing that are necessary or convenient and do not require approval of the agency as a condition to the validity of the transactions
contemplated hereunder; or (e) trigger any rights of first refusal, preferential purchase or similar rights with respect to any
of the Shares.


 


Section
4.4           Authorization of the Shares.
The Shares have been duly authorized and, when issued in accordance with this Agreement, the Shares will be duly and validly issued,
fully paid and non-assessable shares of Common Stock and will be free and clear of all Liens and claims, other than restrictions
on transfer imposed by the Securities Act and applicable state securities laws.


 


Article
V

MISCELLANEOUS


 


Section
5.1           Entire Agreement. This
Agreement, together with the certificates, documents, instruments and writings that are delivered pursuant hereto, constitutes
the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior understandings,
agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any way to the subject
matter hereof or the transactions contemplated hereby.


 


Section
5.2           Successors. All
of the terms, agreements, covenants, representations, warranties, and conditions of this Agreement are binding upon, and inure
to the benefit of and are enforceable by, the parties hereto and their respective successors.


 


Section
5.3           Assignments. Except
as otherwise provided herein, no party hereto may assign either this Agreement or any of its rights, interests, or obligations
hereunder without the prior written approval of the other party. Any purported assignment in violation of this Section 5.3
shall be void and ineffectual and shall not operate to transfer or assign any interest or title to the purported assignee.


 




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Section
5.4           Waiver of Jury Trial.
THE PARTIES HERETO EACH HEREBY AGREE TO WAIVE THEIR RESPECTIVE RIGHTS TO JURY TRIAL OF ANY DISPUTE BASED UPON OR ARISING OUT OF
THIS AGREEMENT OR ANY OTHER AGREEMENTS RELATING HERETO OR ANY DEALINGS AMONG THEM RELATING TO THE TRANSACTIONS. THE SCOPE OF THIS
WAIVER IS INTENDED TO BE ALL ENCOMPASSING OF ANY AND ALL ACTIONS THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT
MATTER OF THE TRANSACTIONS, INCLUDING, CONTRACT CLAIMS, TORT CLAIMS, BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY
CLAIMS. THE PARTIES HERETO EACH ACKNOWLEDGE THAT THIS WAIVER IS A MATERIAL INDUCEMENT TO ENTER INTO A BUSINESS RELATIONSHIP AND
THAT THEY WILL CONTINUE TO RELY ON THE WAIVER IN THEIR RELATED FUTURE DEALINGS. EACH PARTY HERETO FURTHER REPRESENTS AND WARRANTS
THAT IT HAS REVIEWED THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT EACH KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS
FOLLOWING CONSULTATION WITH LEGAL COUNSEL. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, THIS WAIVER IS IRREVOCABLE, MEANING
THAT IT MAY NOT BE MODIFIED ORALLY OR IN WRITING, AND THE WAIVER WILL APPLY TO ANY AMENDMENTS, RENEWALS, SUPPLEMENTS OR MODIFICATIONS
TO THIS AGREEMENT OR TO ANY OTHER DOCUMENTS OR AGREEMENTS RELATING HERETO. IN THE EVENT OF AN ACTION, THIS AGREEMENT MAY BE FILED
AS A WRITTEN CONSENT TO TRIAL BY A COURT.


 


Section
5.5           Counterparts.
This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together
will constitute one and the same instrument.


 


Section
5.6           Headings.
The article and section headings contained in this Agreement are inserted for convenience only and will not affect in any way
the meaning or interpretation of this Agreement.


 


Section
5.7           Governing Law.
This Agreement, the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract,
tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the
State of Delaware, without giving effect to its choice of laws principles.


 


Section
5.8           Amendments.
This Agreement may not be amended, modified or waived as to any particular provision, except by a written instrument executed
by the parties hereto.


 


Section
5.9           Severability.
The provisions of this Agreement will be deemed severable and the invalidity or unenforceability of any provision will not affect
the validity or enforceability of the other provisions hereof; provided that if any provision of this Agreement, as applied to
any party hereto or to any circumstance, is adjudged by a Governmental Body, arbitrator, or mediator not to be enforceable in
accordance with its terms, the parties hereto agree that the Governmental Body, arbitrator, or mediator making such determination
will have the power to modify the provision in a manner consistent with its objectives such that it is enforceable, and/or to
delete specific words or phrases, and in its reduced form, such provision will then be enforceable and will be enforced.


 


Section
5.10         Expenses.
Except as otherwise expressly provided in this Agreement, each party hereto will bear its own costs and expenses incurred in connection
with the preparation, execution and performance of this Agreement and the consummation of the transactions contemplated hereby,
including all fees and expenses of agents, representatives, financial advisors, legal counsel and accountants.


 




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Section
5.11         Construction. The parties hereto have participated jointly
in the negotiation and drafting of this Agreement. If an ambiguity or question of intent or interpretation arises, this Agreement
will be construed as if drafted jointly by the parties hereto and no presumption or burden of proof will arise favoring or disfavoring
any party hereto because of the authorship of any provision of this Agreement. Any reference to any federal, state, local, or
foreign Law will be deemed also to refer to Law as amended and all rules and regulations promulgated thereunder, unless the context
requires otherwise. The words “include,” “includes,” and “including”
will be deemed to be followed by “without limitation.” Pronouns in masculine, feminine, and neuter genders
will be construed to include any other gender, and words in the singular form will be construed to include the plural and vice
versa, unless the context otherwise requires. The words “this Agreement,” “herein,” “hereof,”
“hereby,” “hereunder,” and words of similar import refer to this Agreement as a whole and
not to any particular subdivision unless expressly so limited. The parties hereto intend that each representation, warranty, and
covenant contained herein will have independent significance. If any party hereto has breached any representation, warranty, or
covenant contained herein in any respect, the fact that there exists another representation, warranty or covenant relating to
the same subject matter (regardless of the relative levels of specificity) which such party hereto has not breached will not detract
from or mitigate the fact that such party hereto is in breach of the first representation, warranty, or covenant.


 


Section
5.12         Waiver.
No waiver by any party hereto of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional
or not, may be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder
or affect in any way any rights arising because of any prior or subsequent occurrence.


 


[Signature page follows]


 




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IN WITNESS WHEREOF,
the undersigned have executed this Agreement to be effective as of the date first set forth above.


 


	 	COMPANY:
	 	 
	 	SCHULTZE SPECIAL PURPOSE 
	 	ACQUISITION CORP.
	 	 
	 	By:	/s/ George J. Schultze
	 	Name:	George J. Schultze
	 	Title:	Chief Executive Officer
	 	 	 
	 	BUYER:
	 	 
	 	SCHULTZE SPECIAL PURPOSE 
	 	ACQUISITION SPONSOR, LLC
	 	 	 
	 	By:	/s/ George J. Schultze
	 	Name:	George J. Schultze
	 	Title:	Manager


 


[Signature Page to Securities Purchase Agreement]