Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Agreement is made as of _____________,
2018 by and between Schultze Special Purpose Acquisition Corp. (the “Company”) and Continental Stock Transfer
& Trust Company (“Trustee”).


 


WHEREAS, the Company’s registration
statement on Form S-1, No. 333-228494 (“Registration Statement”) for its initial public offering of securities
(“IPO”) has been declared effective as of the date hereof (“Effective Date”) by the Securities
and Exchange Commission (capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Registration
Statement); and


 


WHEREAS, EarlyBirdCapital, Inc. (“EarlyBirdCapital”)
is acting as the representative of the several underwriters in the IPO; and


 


WHEREAS, as described in the Registration
Statement, and in accordance with the Company’s Amended and Restated Certificate of Incorporation, as the same may be amended
from time to time (the “Certificate of Incorporation”), $150,000,000 (or up to $172,500,000 if the underwriters’
over-allotment option is exercised in full) of the proceeds from the IPO and a simultaneous private placement of warrants will
be delivered to the Trustee to be deposited and held in a segregated trust account located at all times in the United States (the
“Trust Account”) for the benefit of the Company and the holders of the Company’s common stock, par value
$0.0001 per share (“Common Stock”), issued in the IPO as hereinafter provided (the proceeds to be delivered
to the Trustee will be referred to herein as the “Property”; the stockholders for whose benefit the Trustee
shall hold the Property will be referred to as the “Public Stockholders,” and the Public Stockholders and the
Company will be referred to together as the “Beneficiaries”); and


 


WHEREAS, the Company and the Trustee desire
to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property;


 


IT IS AGREED:


 


1.           Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a)          Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by
the Trustee at J.P. Morgan Chase Bank, N.A. and at a brokerage institution selected by the Trustee that is reasonably satisfactory
to the Company;


 


(b)          Manage,
supervise, and administer the Trust Account subject to the terms and conditions set forth herein;


 




     


     


    

 


(c)          In
a timely manner, upon the written instruction of the Company, invest and reinvest the Property in United States “government
securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment
Company Act”), having a maturity of 180 days or less, and/or in any open ended investment company registered under the
Investment Company Act that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph
(d) of Rule 2a-7 promulgated under the Investment Company Act, which invest only in direct U.S. government treasury obligations;
it being understood that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s
instructions hereunder and the Trustee may earn bank credits or other consideration during such periods;


 


(d)          Collect
and receive, when due, all principal and income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e)          Notify
the Company and EarlyBirdCapital of all communications received by it with respect to any Property requiring action by the Company;


 


(f)          Supply
any necessary information or documents as may be requested by the Company in connection with the Company’s preparation of
its tax returns;


 


(g)          Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as, and when instructed
by the Company to do so;


 


(h)          Render
to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(i)          Commence
liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, signed
on behalf of the Company by its Chairman, President, Chief Executive Officer, or Executive Vice President and Chief Financial Officer,
Secretary, or Assistant Secretary, affirmed by counsel for the Company and, in the case of a Termination Letter in a form substantially
similar to that attached hereto as Exhibit A, acknowledged and agreed to by EarlyBirdCapital, and complete the liquidation
of the Trust Account and distribute the Property in the Trust Account, including interest (which interest shall be net of any taxes
payable and, in the case of a Termination Letter attached as Exhibit B, up to $150,000 of interest that may be released
to the Company to pay dissolution expenses), only as directed in the Termination Letter and the other documents referred to therein;
provided, however, that in the event that a Termination Letter has not been received by the Trustee within the period of time provided
in the Certificate of Incorporation, as the same may be amended from time to time (“Last Date”), the Trust Account
shall be liquidated in accordance with the procedures set forth in the Termination Letter attached as Exhibit B hereto and
the Property in the Trust Account, including interest (which interest shall be net of any taxes payable and up to $150,000 of interest
that may be released to the Company to pay dissolution expenses) and distributed to the Public Stockholders as of the Last Date.
The provisions of this Section 1(i) may not be modified, amended or deleted under any circumstances; and


 




    	 	2	 



     


    

 


(j)          Upon
receipt of a letter (an “Amendment Notification Letter”) in the form of Exhibit C, signed on behalf of
the Company by its Chairman, President, Chief Executive Officer, or Executive Vice President and Chief Financial Officer, Secretary,
or Assistant Secretary, distribute to Public Stockholders who exercised their redemption rights in connection with an amendment
to the Certificate of Incorporation that modifies the substance or timing of the ability of Public Stockholders from converting
or selling their Common Stock to the Company in connection with a Business Combination (as defined in the Certificate of Incorporation)
or of the Company’s obligation to redeem 100% of the Common Stock if the Company does not complete a Business Combination
within the time period set forth in the Certificate of Incorporation (an “Amendment”) an amount equal to the
pro rata share of the Property relating to the Common Stock for which such Public Stockholders have exercised redemption rights
in connection with such Amendment. The provisions of this Section 1(j) may not be modified, amended or deleted under any
circumstances.


 


2.           Limited
Distributions of Income from Trust Account.


 


(a)          Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto
as Exhibit D, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested
by the Company to cover any income or other tax obligation owed by the Company as a result of such interest income.


 


(b)          Upon
written request from the Company following the Last Date, which may be given in a form substantially similar to that attached hereto
as Exhibit D, signed on behalf of the Company by its Chairman, President, Chief Executive Officer, or Executive Vice President
and Chief Financial Officer, Secretary, or Assistant Secretary, the Trustee shall distribute to the Company up to $150,000 of interest
income earned on the Property and requested by the Company to cover expenses directly related to the Company’s liquidation
(i.e., only those expenses incurred after the Last Date attributable to the Company’s liquidation); provided, however, that
the Company will not be allowed to withdraw interest income earned on the trust account pursuant to this Section 2(b) unless
there are sufficient funds available to pay the Company’s tax obligations on such interest income or otherwise then due at
that time.


 


(c)          The
limited distributions referred to in Sections 2(a) and 2(b) above shall be made only from income collected on the
Property. Except as provided in Sections 2(a) and 2(b) above, no other distributions from the Trust Account shall
be permitted except in accordance with Sections 1(i) or 1(j) hereof.


 


(d)          The
Company shall provide EarlyBirdCapital with a copy of any Termination Letter, Amendment Notification Letter, and/or any other correspondence
that it issues to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance.


 


3.           Agreements
and Covenants of the Company. The Company agrees and covenants to:


 


(a)          Give
all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman, President, Chief Executive Officer,
or Executive Vice President and Chief Financial Officer, Secretary, or Assistant Secretary. In addition, except with respect to
its duties under Sections 1(i), 1(j), 2(a) and 2(b) above, the Trustee shall be entitled to rely on,
and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith believes to be given
by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such
instructions in writing;


 




    	 	3	 



     


    

 


(b)          Subject
to the provisions of Section 5 of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against any
and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any
claim, potential claim, action, suit, or other proceeding brought against the Trustee involving any claim or in connection with
any claim or demand which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the
Property or any income earned from investment of the Property, except for expenses and losses resulting from the Trustee’s
gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement
of any action, suit, or proceeding, pursuant to which the Trustee intends to seek indemnification under this paragraph, it shall
notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee
shall have the right to conduct and manage the defense against such Indemnified Claim, provided, that the Trustee shall obtain
the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee
may not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably
withheld. The Company may participate in such action with its own counsel;


 


(c)          Pay
the Trustee an initial acceptance fee, an annual fee, and a transaction processing fee for each disbursement made pursuant to Section
2(a) as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time.
It is expressly understood that the Property shall not be used to pay such fees and further agreed that any fees owed to the Trustee
shall be deducted by the Trustee from the disbursements made to the Company pursuant to Section 1(i) solely in connection
with the consummation of a Business Combination. The Company shall pay the Trustee the initial acceptance fee and first year’s
fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date;


 


(d)          In
connection with any vote of the Company’s stockholders regarding a Business Combination, provide to the Trustee an affidavit
or certificate of a firm regularly engaged in the business of soliciting proxies and/or tabulating stockholder votes verifying
the vote of the Company’s stockholders regarding such Business Combination;


 


(e)          In
the event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the
Company agrees that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement;
and


 


(f)          If
the Company has an Amendment approved by its stockholders, provide the Trustee with an Amendment Notification Letter in the form
of Exhibit C providing instructions for the distribution of funds to Public Stockholders who exercise their conversion option
in connection with such Amendment.


 


4.           Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a)          Take
any action with respect to the Property, other than as directed in Sections 1 and 2 hereof, and the Trustee shall
have no liability to any party except for liability arising out of its own gross negligence or willful misconduct;


 




    	 	4	 



     


    

 


(b)          Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in, or defend any proceeding of
any kind with respect to, any of the Property unless and until it shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c)          Change
the investment of any Property, other than in compliance with Section 1(c);


 


(d)          Refund
any depreciation in principal of any Property;


 


(e)          Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided
otherwise in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f)          The
other parties hereto or to anyone else for any action taken or omitted by it, or any action suffered by it to be taken or omitted,
in good faith and in the exercise of its own best judgment, except for its gross negligence or willful misconduct. The Trustee
may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate, opinion, or advice of counsel
(including counsel chosen by the Trustee), statement, instrument, report, or other paper or document (not only as to its due execution
and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information therein contained)
which is believed by the Trustee, in good faith, to be genuine and to be signed or presented by the proper person or persons. The
Trustee shall not be bound by any notice or demand, or any waiver, modification, termination, or rescission of this Agreement or
any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the proper party or parties
and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g)          Verify
the correctness of the information set forth in the Registration Statement or to confirm or assure that any acquisition made by
the Company or any other action taken by it is as contemplated by the Registration Statement;


 


(h)          File
local, state, and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account and payee
statements with the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income
earned on the Property;


 


(i)          Pay
any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes
and that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section
2(a) hereof);


 


(j)          Imply
obligations, perform duties, inquire, or otherwise be subject to the provisions of any agreement or document other than this agreement
and that which is expressly set forth herein; or


 




    	 	5	 



     


    

 


(k)          Verify
calculations, qualify, or otherwise approve Company requests for distributions pursuant to Sections 1(i), 2(a) or
2(b) above.


 


5.           Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account
that it may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including,
without limitation, under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim solely against
the Company and its assets outside the Trust Account and not against the Property or any monies in the Trust Account.


 


6.           Termination.
This Agreement shall terminate as follows:


 


(a)          If
the Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable
efforts to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that
the Company notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to
the terms of this Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including
but not limited to the transfer of copies of the reports and statements relating to the Trust Account, whereupon this Agreement
shall terminate; provided, however, that, in the event that the Company does not locate a successor trustee within ninety (90)
days of receipt of the resignation notice from the Trustee, the Trustee may submit an application to have the Property deposited
with any court in the State of New York or with the United States District Court for the Southern District of New York and upon
such deposit, the Trustee shall be immune from any liability whatsoever; or


 


(b)          At
such time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of Section 1(i)
hereof, and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate
except with respect to Section 3(b) and Section 5.


 


7.           Miscellaneous.


 


(a)          The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds
transferred from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating
to such security procedures to authorized persons. Each party must notify the other party immediately if it has reason to believe
unauthorized persons may have obtained access to such information, or of any change in its authorized personnel. In executing funds
transfers, the Trustee will rely upon all information supplied to it by the Company, including account names, account numbers,
and all other identifying information relating to a beneficiary, beneficiary’s bank, or intermediary bank. The Trustee shall
not be liable for any loss, liability, or expense resulting from any error in the information or transmission of the wire.


 




    	 	6	 



     


    

 


(b)          This
Agreement shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving
effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction. The
parties hereto consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of
Manhattan, for purposes of resolving any disputes hereunder. As to any claim, cross-claim, or counterclaim in any way relating
to this Agreement, each party waives the right to trial by jury.


 


(c)          This
Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.


 


(d)          This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except
for Sections 1(i) and 1(j) (which may not be amended under any circumstances), this Agreement or any provision hereof
may only be changed, amended, or modified by a writing signed by each of the parties hereto; provided, however, that no such change,
amendment or modification may be made without the prior written consent of EarlyBirdCapital. The Trustee may require from Company
counsel an opinion as to the propriety of any proposed amendment.


 


(e)          Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing
and shall be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery,
by facsimile or email transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th floor


New York, New York 10004


Attn: Francis E. Wolf, Jr. and Celeste Gonzalez


Facsimile:


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


Schultze Special Purpose Acquisition Corp.


800 Westchester Avenue, Suite 632


Rye Brook, NY 10573


Attn: Scarlett Du


Facsimile: (914) 701-5269


Email: sdu@samco.net


 


in either case with a copy (which copy shall not constitute
notice) to:


 


EarlyBirdCapital, Inc.


366 Madison Avenue


New York, New York 10017


Attn: General Counsel and Investment Banking Department


Facsimile: (212) 661-4936


Email: slevine@ebcap.com


 




    	 	7	 



     


    

 


and


 


BTIG, LLC


[●]


Attn:


Facsimile:


Email:


 


and


 


Graubard Miller


The Chrysler Building


405 Lexington Avenue


New York, New York 10174


Attn: David Alan Miller, Esq.


Facsimile: (212) 818-8881


Email: dmiller@graubard.com


 


and


 


Greenberg Traurig, LLP


MetLife Building


200 Park Avenue


New York, New York 10166


Attn: Alan I. Annex, Esq.


Facsimile: (212) 801-9200


Email: annexa@gtlaw.com


 


(f)          This
Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(g)          Each
of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into
this Agreement and to perform its respective obligations as contemplated hereunder.


 


(h)          Each
of the Company and the Trustee hereby acknowledge that EarlyBirdCapital is a third party beneficiary of this Agreement.


 


[Signature Page Follows]


 




    	 	8	 



     


    

 


IN WITNESS WHEREOF, the parties have duly executed this Investment
Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 	 
	 	SCHULTZE SPECIAL PURPOSE ACQUISITION CORP.
	 	 	 	 	 
	 	By:	 	 
	 	 	Name:	George J. Schultze	 
	 	 	Title:	Chief Executive Officer	 


 


[Signature Page to Investment Management
Trust Agreement]


 




     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of 

payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	3,500.00	 
	Annual fee	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the effective date of the IPO by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Section 2	 	Deduction by Trustee from accumulated income following disbursement made to Company under Section 2	 	$	250.00	 
	Paying Agent services as required pursuant to Sections 1(i) and 1(j)	 	Billed to Company upon delivery of service pursuant to Sections 1(i) and 1(j)	 	 	Prevailing
rates
	 



 




    	 	Sch-1	 



     


    

 


EXHIBIT A


 





	[Letterhead of Company]	 
	 	 
	[Insert date]	 


 


Continental Stock Transfer


  & Trust Company


1 State Street, 30th floor


New York, New York 10004


Attn: Francis E. Wolf, Jr. and Celeste
Gonzalez


 


		Re:	Trust Account No. [________] - Termination Letter



 


Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section
1(i) of the Investment Management Trust Agreement between Schultze Special Purpose Acquisition Corp. (“Company”)
and Continental Stock Transfer & Trust Company, dated as of ______ ___, 2018 (“Trust Agreement”), this is
to advise you that the Company has entered into an agreement with [__________________] to consummate a business combination (“Business
Combination”) on or about [insert date]. The Company shall notify you at least 48 hours in advance of the actual
date of the consummation of the Business Combination (“Consummation Date”). Capitalized terms used herein and
not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate the Trust Account investments on [__________] and to transfer
the proceeds to the above-referenced account at [_______] to the effect that, on the Consummation Date, all of funds held in the
Trust Account will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation
Date. It is acknowledged and agreed that while the funds are on deposit in the trust account awaiting distribution, the Company
will not earn any interest or dividends.


 


On the Consummation
Date (i) counsel for the Company shall deliver to you written notification that the Business Combination has been consummated and
(ii) the Company shall deliver to you (a) [an affidavit] [a certificate] of [__________________], which verifies the vote of the
Company’s stockholders in connection with the Business Combination if a vote is held and (b) joint written instructions from
the Company and EarlyBirdCapital, Inc. with respect to the transfer of the funds held in the Trust Account (“Instruction
Letter”). You are hereby directed and authorized to transfer the funds held in the Trust Account immediately upon your
receipt of the counsel's letter and the Instruction Letter, in accordance with the terms of the Instruction Letter. In the event
that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you will notify
the Company of the same and the Company shall direct you as to whether such funds should remain in the Trust Account and distributed
after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account pursuant to the terms hereof,
the Trust Agreement shall be terminated.


 


In the event that the
Business Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on
or before the original Consummation Date of a new Consummation Date, then upon receipt by the you of written instructions from
the Company, the funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately
following the Consummation Date as set forth in the notice.


 




    	 	Ex A-1	 



     


    

 


	 	Very truly yours,	 
	 	 	 
	 	Schultze Special Purpose Acquisition Corp.
	 	 	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 


 


	AGREED TO AND	 
	ACKNOWLEDGED BY	 
	 	 
	EARLYBIRDCAPITAL, INC.	 
	 	 	 	 
	By:	 	 
	 	Name:	 	 
	 	Title:	 	 


 




    	 	Ex A-2	 



     


    

 


EXHIBIT B


 





	[Letterhead of Company]	 
	 	 
	[Insert date]	 


 


Continental Stock Transfer


  & Trust Company


1 State Street, 30th floor


New York, New York 10004


Attn: Francis E. Wolf, Jr. and Celeste
Gonzalez


 


		Re:	Trust Account No. [__________] - Termination Letter



 


Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section
1(i) of the Investment Management Trust Agreement between Schultze Special Purpose Acquisition Corp. (“Company”)
and Continental Stock Transfer & Trust Company, dated as of ________ ___, 2018 (“Trust Agreement”), this
is to advise you that the Company has been unable to effect a Business Combination with a Target Company within the time frame
specified in the Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with
the terms of the Trust Agreement, we hereby authorize you to liquidate all the Trust Account investments on [______________] and
to transfer the total proceeds to the Trust Checking Account at [ ] to await distribution to the Public Stockholders. The
Company has selected [____________, 20__] as the record date for the purpose of determining the Public Stockholders entitled to
receive their share of the liquidation proceeds. It is acknowledged that no interest will be earned by the Company on the liquidation
proceeds while on deposit in the Trust Checking Account. You agree to be the Paying Agent of record and in your separate capacity
as Paying Agent, to distribute said funds directly to the Public Stockholders in accordance with the terms of the Trust Agreement
and the Certificate of Incorporation. Upon the distribution of all the funds in the Trust Account, your obligations under the Trust
Agreement shall be terminated.


 


	 	Very truly yours,
	 	 
	 	Schultze Special Purpose Acquisition Corp.
	 	 	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 


 


cc: EarlyBirdCapital, Inc.


 




    	 	Ex B-1	 



     


    

 


EXHIBIT C


 





	[Letterhead of Company]	 
	 	 
	[Insert date]	 


 


Continental Stock Transfer


  & Trust Company


1 State Street, 30th floor


New York, New York 10004


Attn: Francis E. Wolf, Jr. and Celeste
Gonzalez


 


		Re:	Trust Account No. [________] – Amendment Notification Letter



 


Mr. Wolf and Ms. Gonzalez:


 


Reference is made to
the Investment Management Trust Agreement between Schultze Special Purpose Acquisition Corp. (“Company”) and
Continental Stock Transfer & Trust Company, dated as of ________ ___, 2018 (“Trust Agreement”). Capitalized
words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


Pursuant to Section
1(j) of the Trust Agreement, this is to advise you that the Company has sought an Amendment. Accordingly, in accordance with the
terms of the Trust Agreement, we hereby authorize you to liquidate a sufficient portion of the Trust Account on [ ] and to transfer
$_____ of the proceeds of the Trust to the operating account at JPMorgan Chase Bank, N.A. for distribution to the stockholders
that have requested conversion of their shares in connection with such Amendment. The remaining funds shall be reinvested by you
as previously instructed.


 


	 	Very truly yours,
	 	 
	 	Schultze Special Purpose Acquisition Corp.
	 	 	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 


 


cc: EarlyBirdCapital, Inc.


 




    	 	Ex C-1	 



     


    

 


EXHIBIT D


 


	[Letterhead of Company]	 
	 	 
	[Insert date]	 




 


Continental Stock Transfer


  & Trust Company


1 State Street, 30th floor


New York, New York 10004


Attn: Francis E. Wolf, Jr. and Celeste
Gonzalez


 


		Re:	Trust Account No. [_____________]



 


Mr. Wolf and Ms. Gonzalez:


 


Pursuant to [Section
2(a) and/or Section 2(b)] of the Investment Management Trust Agreement between Schultze Special Purpose Acquisition Corp. (“Company”)
and Continental Stock Transfer & Trust Company, dated as of _______ ___, 2018 (“Trust Agreement”), the Company
hereby requests that you deliver to the Company [$_______] of the interest income earned on the Property as of the date hereof,
[which does not exceed, in the aggregate with all such prior disbursements pursuant to Section 2(b), if any, the maximum amount
set forth in Section 2(b)]. [The Company needs such funds to pay for its tax obligations as a result of such interest income] and/or
[The Company needs such funds to pay its expenses relating to its liquidation]. In accordance with the terms of the Trust Agreement,
you are hereby directed and authorized to transfer (via wire transfer) such funds promptly upon your receipt of this letter to
the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Schultze Special Purpose Acquisition Corp.
	 	 	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 
	 	 	 	 	 
	 	By:	 	 
	 	 	Name:	 	 
	 	 	Title:	 	 


 


cc: EarlyBirdCapital, Inc.


 




    	 	Ex D-1