Exhibit 10.1


 


______________, 2018


 


Schultze Special Purpose Acquisition Corp.


800 Westchester Avenue, Suite 632


Rye Brook, NY 10573


 


EarlyBirdCapital, Inc.


366 Madison Avenue, 8th Floor


New York, New York 10017


 


		Re:	Initial Public Offering



 


Ladies and Gentlemen:


 


This letter is being
delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered
into by and between Schultze Special Purpose Acquisition Corp., a Delaware corporation (the “Company”),
and EarlyBirdCapital, Inc. as representative (“Representative”) 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 Unit comprised of one share of the Company’s common
stock, par value $0.0001 per share (the “Common Stock”) and one warrant, each warrant entitling the holder
to purchase one share of Common Stock at a price of $11.50 (each, a “Warrant”). Certain capitalized terms
used herein are defined in paragraph 14 hereof.


 


In order to induce
the Company and the Underwriters to enter into the Underwriting Agreement and to proceed with the IPO, and in recognition of the
benefit that such IPO will confer upon the undersigned, and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the undersigned hereby agrees with the Company as follows:


 


1.          If
the Company solicits approval of its stockholders of a Business Combination, the undersigned will vote all shares of Common Stock
beneficially owned by him, her or it, whether acquired before, in, or after the IPO, in favor of such Business Combination.


 


2.          In
the event that the Company fails to consummate a Business Combination within the time period set forth in the Company’s Amended
and Restated Certificate of Incorporation, as the same may be amended from time to time (the “Certificate of Incorporation”),
the undersigned will, as promptly as possible, cause the Company to (i) cease all operations except for the purpose of winding
up, (ii) as promptly as reasonably possible, but not more than ten (10) business days thereafter, redeem 100% of the IPO Shares,
at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account (net of taxes payable,
and less up to $150,000 of interest to pay liquidation expenses), including interest earned on the Trust Account not previously
released to the Company, divided by the number of then outstanding IPO Shares, which redemption will completely extinguish public
stockholders’ rights as stockholders (including the right to receive further liquidation distributions, if any), and (iii)
as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders
and the Company’s board of directors, dissolve and liquidate, subject in the cases of clauses (ii) and (iii) to the Company’s
obligations under Delaware law to provide for claims of creditors and other requirements of applicable law. The undersigned hereby
waives any and all right, title, interest, or claim of any kind in or to any distribution of the Trust Account (“Claim”)
as a result of such liquidation with respect to the undersigned’s Founders’ Shares and hereby waives any Claim the
undersigned may have in the future as a result of, or arising out of, any contracts or agreements with the Company and will not
seek recourse against the Trust Account for any reason whatsoever. The undersigned acknowledges and agrees that there will be no
distribution from the Trust Account with respect to any Warrants, all rights of which will terminate on the Company’s liquidation.
In the event of the liquidation of the Trust Account, the Sponsor agrees to indemnify and hold harmless the Company for any debts
and obligations to target businesses or vendors or other entities that are owed money by the Company for services rendered or contracted
for or products sold to the Company, but only to the extent necessary to ensure that such debt or obligation does not reduce the
amount of funds in the Trust Account below $10.00 per share; provided that such indemnity shall not apply (i) if such vendor or
prospective target business executed an agreement waiving any Claim in or to any monies held in the Trust Account, or (ii) as to
any Claims under the Company’s obligation to indemnify the Underwriters against certain liabilities, including liabilities
under the Securities Act of 1933, as amended (the “Securities Act”).


 




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3.          The
undersigned acknowledges and agrees that prior to entering into a Business Combination with a target business that is affiliated
with any Insiders of the Company, such transaction must be approved by a majority of the Company’s disinterested independent
directors and the Company must obtain an opinion from an independent investment banking firm, or another independent entity that
commonly renders valuation opinions, that such Business Combination is fair to the Company’s unaffiliated stockholders from
a financial point of view.


 


4.          Neither
the undersigned nor any affiliate of the undersigned will be entitled to receive and will not accept any compensation or other
cash payment prior to, or for services rendered in order to effectuate, the consummation of the Business Combination; provided
that the Company shall be allowed to make the payments set forth in the Prospectus under the caption “Prospectus Summary
– The Offering – Limited payments to insiders.”


 


5.          Neither
the undersigned nor any affiliate of the undersigned will be entitled to receive or accept a finder’s fee or any other compensation
in the event the undersigned or any affiliate of the undersigned originates a Business Combination.


 


6.          The
undersigned will place into escrow all Founders’ Shares, if any, held by the undersigned pursuant to the terms of a Stock
Escrow Agreement which the Company will enter into in connection with the IPO.


 


7.          The
undersigned agrees that until after the Company consummates a Business Combination, all Private Placement Warrants, if any, held
by the undersigned pursuant to the terms of a Warrant Purchase Agreement with the Company will be subject to the transfer restrictions
described therein.


 


8.          In
order to minimize potential conflicts of interest that may arise from multiple corporate affiliations, the undersigned hereby agrees
that until the earliest of the Company’s initial Business Combination or liquidation, the undersigned shall present to the
Company for its consideration, prior to presentation to any other entity, any target business which has a fair market value of
at least 80% of the assets held in the Trust Account (excluding taxes payable on the income accrued in the Trust Account), subject
to any pre-existing fiduciary or contractual obligations the undersigned might have.


 


9.          The
undersigned agrees to be an officer and/or director of the Company until the earlier of the consummation by the Company of a Business
Combination or the liquidation of the Company. The undersigned’s biographical information previously furnished to the Company
and the Representative is true and accurate in all respects and does not omit any material information with respect to the undersigned’s
background. The undersigned’s FINRA Questionnaire previously furnished to the Company and the Representative is true and
accurate in all respects. The undersigned represents and warrants that:


 


		(a)	he/she/it has never had a petition under the federal bankruptcy laws or any state insolvency law
been filed by or against (i) him/her/it or any partnership in which he/she/it was a general partner at or within two years before
the time of filing; or (ii) any corporation or business association of which he/she/it was an executive officer at or within two
years before the time of such filing;



 


		(b)	he/she/it has never had a receiver, fiscal agent or similar officer been appointed by a court for
his/her/its business or property, or any such partnership;



 


		(c)	he/she/it has never been convicted of fraud in a civil or criminal proceeding;



 


		(d)	he/she/it/ has never been convicted in a criminal proceeding or named the subject of a pending
criminal proceeding (excluding traffic violations and minor offenses);



 




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		(e)	he/she/it has never been the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining or otherwise limiting him/her/it
from (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor
broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission (“CFTC”)
or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as
an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company,
or from engaging in or continuing any conduct or practice in connection with any such activity; or (ii) engaging in any type
of business practice; or (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or
in connection with any violation of federal or state securities or federal commodities laws;



 


		(f)	he/she/it has never been the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days your right
to engage in any activity described in 9(e)(i) above, or to be associated with persons engaged in any such activity;



 


		(g)	he/she/it has never been found by a court of competent jurisdiction in a civil action or by the
SEC to have violated any federal or state securities law, where the judgment in such civil action or finding by the SEC has not
been subsequently reversed, suspended or vacated;



 


		(h)	he/she/it has never been found by a court of competent jurisdiction in a civil action or by the
CFTC to have violated any federal commodities law, where the judgment in such civil action or finding by the CFTC has not been
subsequently reversed, suspended or vacated;



 


		(i)	he/she/it has never been the subject of, or a party to, any Federal or State judicial or administrative
order, judgment, decree or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of (i) any
Federal or State securities or commodities law or regulation, (ii) any law or regulation respecting financial institutions
or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution,
civil money penalty or temporary or permanent cease-and desist order, or removal or prohibition order or (iii) any law or
regulation prohibiting mail or wire fraud or fraud in connection with any business entity;



 


		(j)	he/she/it has never been the subject of, or party to, any sanction or order, not subsequently reversed,
suspended or vacated, or any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity
or organization that has disciplinary authority over its members or persons associated with a member;



 


		(k)	he/she/it has never been convicted of any felony or misdemeanor: (i) in connection with the
purchase or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising out of the
conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment advisor or paid solicitor of
purchasers of securities;



 


		(l)	he/she/it was never subject to a final order of a state securities commission (or an agency of
officer of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit
unions; a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking
agency; the Commodity Futures Trading Commission; or the National Credit Union Administration that is based on a violation of any
law or regulation that prohibits fraudulent, manipulative, or deceptive conduct;



 


		(m)	he/she/it has never been subject to any order, judgment or decree of any court of competent jurisdiction,
that, at the time of such sale, restrained or enjoined him/her/it from engaging or continuing to engage in any conduct or practice:
(i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the SEC; or (iii) arising
out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor
of purchasers of securities;



 




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		(n)	he/she/it has never been subject to any order of the SEC that orders him/her/it to cease and desist
from committing or causing a future violation of: (i) any scienter-based anti-fraud provision of the federal securities laws, including,
but not limited to, Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, and Section
206(1) of the Advisers Act or any other rule or regulation thereunder; or (ii) Section 5 of the Securities Act;



 


		(o)	he/she/it has never been named as an underwriter in any registration statement or Regulation A
offering statement filed with the SEC that was the subject of a refusal order, stop order, or order suspending the Regulation A
exemption, or is, currently, the subject of an investigation or proceeding to determine whether a stop order or suspension order
should be issued;



 


		(p)	he/she/it has never been subject to a United States Postal Service false representation order,
or is currently subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United
States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations;



 


		(q)	he/she/it is not subject to a final order of a state securities commission (or an agency of officer
of a state performing like functions); a state authority that supervises or examines banks, savings associations, or credit unions;
a state insurance commission (or an agency or officer of a state performing like functions); an appropriate federal banking agency;
the Commodity Futures Trading Commission; or the National Credit Union Administration that bars the undersigned from: (i) association
with an entity regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance
or banking; or (iii) engaging in savings association or credit union activities;



 


		(r)	he/she/it is not subject to an order of the SEC entered pursuant to section 15(b) or 15B(c) of
the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or 203(f) of the Investment
Advisers Act of 1940 (the “Advisers Act”) that: (i) suspends or revokes the undersigned’s registration
as a broker, dealer, municipal securities dealer or investment adviser; (ii) places limitations on the activities, functions
or operations of, or imposes civil money penalties on, such person; or (iii) bars the undersigned from being associated with any
entity or from participating in the offering of any penny stock; and



 


		(s)	he/she/it has never been suspended or expelled from membership in, or suspended or barred from
association with a member of, a securities self-regulatory organization (e.g., a registered national securities exchange or a registered
national or affiliated securities association) for any act or omission to act constituting conduct inconsistent with just and equitable
principles of trade.



 


10.         The
undersigned has full right and power, without violating any agreement by which he is bound, to enter into this letter agreement
and to serve as an officer and/or director of the Company.


 


11.         The
undersigned hereby waives his right to exercise conversion/redemption rights with respect to any shares of Common Stock owned or
to be owned by the undersigned, directly or indirectly (or to sell such shares to the Company in a tender offer), and agrees to
not seek conversion/redemption with respect to such shares in connection with any vote to approve a Business Combination (or sell
such shares to the Company in a tender offer in connection with such a Business Combination).


 


12.         The
undersigned hereby agrees not to propose any amendment to the Company’s Certificate of Incorporation that would modify the
substance or timing of the ability of holders of IPO Shares from converting or selling their IPO Shares to the Company in connection
with a Business Combination or of the Company’s obligation to redeem 100% of the IPO Shares if the Company does not complete
a Business Combination within the time period set forth in the Certificate of Incorporation, unless the Company provides holders
of IPO Shares with the opportunity to convert their IPO Shares upon approval of any such amendment at a per-share price, payable
in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (net of taxes payable), divided
by the number of then outstanding IPO Shares.


 




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13.         This
letter 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 Company and the undersigned hereby: (i) agrees that any action, proceeding, or claim against him arising out of or relating
in any way to this letter agreement (a “Proceeding”) shall be brought and enforced in the courts of the
State of New York or the courts of the United States of America for the Southern District of New York, as applicable, and irrevocably
submits to such jurisdiction, which jurisdiction shall be exclusive, (ii) waives any objection to such exclusive jurisdiction and
that such courts represent an inconvenient forum, and (iii) irrevocably agrees to appoint Graubard Miller as agent for the service
of process in the State of New York to receive, for the undersigned and on his behalf, service of process in any Proceeding. If
for any reason such agent is unable to act as such, the undersigned will promptly notify the Company and the Representative and
appoint a substitute agent acceptable to each of the Company and the Representative within thirty (30) days and nothing in this
letter will affect the right of either party to serve process in any other manner permitted by law.


 


14.         As
used herein, (i) a “Business Combination” means a merger, stock exchange, asset acquisition, stock purchase,
recapitalization, reorganization, or other similar business combination with one or more businesses or entities; (ii) ”Insiders”
means all officers, directors, stockholders and sponsors of the Company immediately prior to the IPO; (iii) ”Founders’
Shares” means all of the shares of Common Stock of the Company acquired by an Insider prior to the IPO; (iv) “IPO
Shares” means the shares of Common Stock issued in the Company’s IPO; (v) ”Private Placement
Warrants” means the warrants of the Company being purchased simultaneously with the IPO by the Sponsor in a private
placement; (vi) “Prospectus” means the prospectus which forms a part of the Company’s registration
statement on Form S-1 (SEC File No. 333-228494) filed with the Securities and Exchange Commission; (vii) “Sponsor”
means Schultze Special Purpose Acquisition Sponsor, LLC; and (vii) “Trust Account” means the trust account
into which a portion of the net proceeds of the Company’s IPO will be deposited.


 


15.         This
Letter Agreement constitutes the entire agreement and understanding of the parties hereto in respect of the subject matter hereof
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. This Letter Agreement may not
be changed, amended, modified, or waived (other than to correct a typographical error) as to any particular provision, except by
a written instrument executed by all parties hereto.


 


16.         (a)
The undersigned acknowledges and understands that the Underwriters and the Company will rely upon the agreements, representations,
and warranties set forth herein in proceeding with the IPO. Nothing contained herein shall be deemed to render any of the Underwriters
a representative of, or a fiduciary with respect to, the Company, its stockholders or any creditor or vendor of the Company with
respect to the subject matter hereof.


 


(b)          The
undersigned hereby agrees and acknowledges that: (i) each of the Underwriters and the Company may be irreparably injured in the
event of a breach of any of the obligations contained in this letter, (ii) monetary damages may not be an adequate remedy
for such breach, and (iii) the non-breaching party shall be entitled to injunctive relief, in addition to any other remedy
that such party may have in law or in equity, in the event of such breach.


 


17.         This
letter agreement shall be binding on the undersigned and such person’s respective successors, heirs, personal representatives
and assigns. This letter agreement shall terminate on the earlier of (i) the consummation of a Business Combination and (ii) the
liquidation of the Company; provided, that such termination shall not relieve the undersigned from liability for any breach
of this agreement prior to its termination.


 


[Signature Page Follows]


 




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	 	George J. Schultze
	 	 
	 	 
	 	Gary M. Julien
	 	 
	 	 
	 	Jeffrey M. Glick
	 	 
	 	 
	 	Scarlett Du
	 	 
	 	 
	 	William LaPerch
	 	 
	 	 
	 	William T. Allen
	 	 
	 	 
	 	John J. Walker


 


	 	Schultze Special Purpose Acquisition Sponsor, LLC
	 	 
	 	By:	 
	 	 	Name:	George J. Schultze
	 	 	Title:	Manager
	 	 	 	 
	 	Acknowledged and Agreed:
	 	 
	 	Schultze Special Purpose Acquisition Corp.
	 	 
	 	By:	 
	 	 	Name:	George J. Schultze
	 	 	Title:	Chief Executive Officer
	 	 	 	 
	 	EARLYBIRDCAPITAL, INC.
	 	 	 	 
	 	By:	 
	 	 	Name:	 
	 	 	Title:	 


 


[Signature Page to Letter Agreement]