Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of [●], 2021 by and between Schultze Special Purpose
Acquisition Corp. II, a Delaware corporation (the “Company”) and Continental Stock Transfer & Trust Company,
a New York limited purpose trust company (“Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-[●] (“Registration Statement”) for the initial public
offering of the Company’s units (the “Units”), each of which consists of one share of the Company’s
Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-third of one redeemable warrant,
each whole warrant entitling the holder thereof to purchase one share of Common Stock (such initial public offering hereinafter
referred to as the “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);


 


WHEREAS, the Company
has entered into an Underwriting Agreement (the “Underwriting Agreement”) with Stifel, Nicolaus & Company,
Incorporated and Mizuho Securities USA LLC, as the representatives (the “Representatives”) of the several underwriters
(the “Underwriters”) in the IPO;


 


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”), $200,000,000 ($230,000,000 if
the 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 shares of Common Stock included in the
Units issued in the IPO as hereinafter provided (the proceeds to be delivered to the Trustee (and any interest subsequently earned
thereon) 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”);


 


WHEREAS, pursuant to
the Underwriting Agreement, a portion of the Property equal to $7,000,000 ($8,050,000 if the over-allotment option is exercised
in full) is attributable to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters
upon and concurrently with the consummation of a Business Combination (as defined below) (the “Deferred Discount”);
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.


 


NOW THEREFORE, 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 initially at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated
assets of $100 billion or more) in the United States, maintained by the Trustee, 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 solely 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 185 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 (or any successor rule),
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, interest or other income arising from the Property, which shall become part of the
“Property,” as such term is used herein;


 


(e) Promptly
notify the Company and the Representatives of all communications received by the Trustee with respect to any Property
requiring action by the Company;


 


(f) Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the
Company’s preparation of the tax returns relating to assets held in the Trust Account;


 


(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, as applicable, signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer,
President, Executive Vice President, Secretary or Chairman of the Board of Directors of the Company or other authorized
officer of the Company (each, an “Authorized Officer”), and, in the case of a Termination Letter in a form
substantially similar to that attached hereto as Exhibit A, jointly acknowledged and agreed to by the Representatives,
and complete the liquidation of the Trust Account and distribute the Property in the Trust Account, including interest not
previously released to the Company to pay its taxes (net of taxes payable and $150,000 for any dissolution or liquidation
related expenses, as applicable), 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
(the “Last Date”) provided in the Company’s Certificate of Incorporation, 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 not previously released to the Company to pay its taxes (net of taxes
payable and $150,000 for any dissolution or liquidation related expenses) shall be distributed to the Public Stockholders of
record as of the Last Date; and


 


(j) Upon
receipt of a letter (an “Amendment Notification Letter”) in the form of Exhibit C, signed on behalf
of the Company by an Authorized Officer, distribute to Public Stockholders who properly exercised their redemption rights in
connection with an amendment to the Company’s Certificate of Incorporation (A) to modify the substance or timing of the
Company’s obligation to allow redemptions in connection with a Business Combination or to redeem 100% of the shares of
Common Stock included in the Units sold in the IPO if the Company does not complete a Business Combination by the Last Date
or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination
activity (an “Amendment”) an amount equal to the pro rata portion of the Property relating to the Common
Stock for which such Public Stockholders have exercised redemption rights in connection with such Amendment.


 


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.


 


(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 an Authorized Officer, 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 dissolution or liquidation (i.e., only those expenses incurred after the Last Date
attributable to the Company’s dissolution or 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.


 






    2


     


    

 


(c) The
limited distributions referred to in Section 2(a) and 2(b) above shall be made only from interest income
collected on the Property. Except as provided in Section 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.


 


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 an Authorized Officer. 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 and with
reasonable care, 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;


 


(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 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 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 Company’s consummation of a merger, capital stock exchange, asset acquisition, stock purchase,
recapitalization, reorganization or other similar business combination with one or more businesses or entities (a
“Business Combination”). The Company shall pay the Trustee the initial acceptance fee and the first annual
fee at the consummation of the IPO and thereafter on the anniversary of the Effective Date. The Company shall not be
responsible for any other fees or charges of the Trustee except as set forth in this Section 3(c), Schedule A
and as may be provided in Section 3(b) hereof;


 


(d) In
connection with any vote of the Company’s stockholders regarding a Business Combination, provide to the Trustee an
affidavit or certificate of the inspector of elections for the stockholder meeting verifying the vote of such 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;


 


(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
redemption rights in connection with such Amendment;


 


(g) Provide
the Representatives 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


     


    

 


(h) Unless
otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit
A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred
Discount is paid directly to the account or accounts directed by the Representatives prior to any transfer of the funds held
in the Trust Account to the Company or any other person; and


 


(i) Within
five (5) business days after the Representatives exercise the over-allotment option (or any unexercised portion thereof) or
such over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred
Discount, which shall in no event be less than $7,000,000.


 


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 third party except for liability arising out of the Trustee’s gross negligence, fraud or
willful misconduct;


 


(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 the Trustee 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 the Trustee, or any action suffered by the Trustee
to be taken or omitted, in good faith and in the exercise of the Trustee’s best judgment, except for the
Trustee’s gross negligence, fraud 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 and with reasonable care, 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 Business
Combination consummated 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 or
deliver payee statements to 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


 


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


 






    4


     


    

 


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 funds being transferred to or from the Trust Account 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. Except for any liability arising out of the Trustee’s gross negligence,
fraud or willful misconduct, the Trustee shall not be liable for any loss, liability, or expense resulting from any error in
the information supplied to it or funds transferred based on such information.


 


(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 sections may not be modified, amended or deleted without the affirmative vote of a
majority of the then outstanding shares of Common Stock and Class B common stock, par value $0.0001 per share, of the Company
voting together as a single class; provided that no such amendment will affect any Public Stockholder who has otherwise
indicated his, her or its election to redeem his, her or its shares of Common Stock in connection with a stockholder vote
sought to amend this Agreement, including a corresponding change to the Company’s Certificate of Incorporation), 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 the
Representatives. The Trustee may require from Company counsel an opinion as to the propriety of any proposed amendment.


 






    5


     


    

 


(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 email or by facsimile transmission:


 





	 	if to the Trustee, to:
	 	 	 	 
	 	 	Continental Stock Transfer & Trust Company
	 	 	1 State Street, 30th Floor
	 	 	New York, NY 10004
	 	 	Attn:	Francis Wolf and Celeste Gonzalez
	 	 	Email:	fwolf@continentalstock.com
	 	 	Email:	cgonzalez@continentalstock.com
	 	 	 	 
	 	if to the Company, to:
	 	 	 	 
	 	 	Schultze Special Purpose Acquisition Corp. II
	 	 	800 Westchester Avenue, Suite S-632
	 	 	Rye Brook, NY 10573
	 	 	Attn:	Scarlett Du
	 	 	Email:	sdu@samco.net
	 	 	 	 
	 	in either case with a copy (which copy shall
not constitute notice) to:
	 	 	 	 
	 	 	Greenberg Traurig, LLP
	 	 	1750 Tysons Boulevard, Suite 1000
	 	 	McLean, VA 22102
	 	 	Attn:	Jason T. Simon, Esq.
	 	 	Email:	simonj@gtlaw.com
	 	 	 	 
	 	and
	 	 	Stifel, Nicolaus & Company, Incorporated
	 	 	1 South Street, 15th Floor
	 	 	Baltimore, Maryland 21202
	 	 	Attn:	Craig DeDomenico
	 	 	Email:	dedomenicoc@stifel.com
	 	 	 	 
	 	and
	 	 	Mizuho Securities USA LLC
	 	 	1271 Avenue of the Americas
	 	 	New York, New York 10020
	 	 	Attn:	Andor Laszlo
	 	 	Email:	andy.laszlo@mizuhogroup.com
	 	 	 	 
	 	and
	 	 	Paul Hastings LLP
	 	 	515 South Flower Street, 25th Floor
	 	 	Los Angeles, CA 90071
	 	 	Attn:	Jonathan Ko, Esq.
	 	 	Email:	jonathanko@paulhastings.com





 






    6


     


    

 


(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 the Representatives are third party beneficiaries of this
Agreement.


 


 


[Signature Page Follows]


 






    7


     


    

 


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. II
	 	 	 
	 	By:	 
	 	 	Name: 	George J. Schultze
	 	 	Title: 	Chief Executive Officer



 


 


[Signature Page to Investment Management Trust Agreement]



 






    8


     


    

 


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	 	Billed to Company 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 Section 1(i) and 1(j)		 	Prevailing rates	 



 






    Sch. A-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 Wolf and Celeste
Gonzalez


 





		Re:	Trust Account – Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant
to Section 1(i) of the Investment Management Trust Agreement between Schultze Special Purpose Acquisition Corp. II (“Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (“Trust
Agreement”), this is to advise you that the Company has entered into an agreement with [________] (the “Target Business”)
to consummate a business combination with the Target Business (“Business Combination”) on or about [insert
date]. The Company shall notify you at least 72 hours in advance (or such shorter time as you may agree) 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 commence to liquidate all of the assets of the Trust Account and transfer
the proceeds to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all
of the funds held in the trust operating account at JP Morgan Chase Bank, N.A. (the “Trust Operating Account”)
will be immediately available for transfer to the account or accounts that the Company shall direct on the Consummation Date (including
as directed to it by the Representatives with respect to the Deferred Discount). It is acknowledged and agreed that while the funds
are on deposit in the Trust Operating 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,
or will be consummated substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] by the Chief Executive Officer, which verifies that
the Business Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) joint written
instructions from the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including
payment of amounts owed to Public Stockholders who have properly exercised their redemption rights and payment of the Deferred
Discount to the Underwriters from 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 Notification 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 in writing of the same and the Company shall direct you as
to whether such funds should remain in the Trust Account and be distributed after the Consummation Date to the Company. Upon the
distribution of all the funds in the Trust Account, your obligations under 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 Trustee 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 such notice as soon thereafter as possible.




 






    A-1


     


    

 


	 	Very truly yours,
	 	 
	 	SCHULTZE SPECIAL PURPOSE Acquisition Corp. II
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


AGREED TO AND ACKNOWLEDGED BY:


 


	STIFEL, NICOLAUS & COMPANY, INCORPORATED
	 	 
	By: 	 	 
	 	Name:	 
	 	Title:	 
	 	 
	 	 
	MIZUHO SECURITIES USA LLC	 
	 	 
	By:	 	 
	 	Name:	 
	 	Title:	 


 






    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 Wolf and Celeste
Gonzalez


 








		Re:	Trust Account – Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section
1(i) of the Investment Management Trust Agreement between Schultze Special Purpose Acquisition Corp. II (“Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (“Trust
Agreement”), this is to advise you that the Company did not effect a Business Combination with a target business within
the time frame specified in the Company’s 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 of the assets in the Trust Account
and transfer the total proceeds into a segregated account held by you on behalf of the Beneficiaries to await distribution to
the Public Stockholders. The Company has selected [_____, 20__]1 as the effective date for the purpose of determining when
the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree to be the Paying Agent
of record and in your separate capacity as Paying Agent, agree to distribute said funds directly to the Public Stockholders in
accordance with the terms of the Trust Agreement and the Company’s 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. II
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


		cc:	Stifel, Nicolaus & Company, Incorporated
			Mizuho Securities USA LLC



 


 


 









		1	24 months from the closing of the IPO (or 27 months from
the closing of the IPO if the Company has executed a letter of intent, agreement in principle or definitive agreement for a Business
Combination within 24 months from the closing of the IPO) or a later date, if extended.



 



    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 Wolf and Celeste Gonzalez


 


		Re:	Trust Account – Amendment Notification Letter



 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section
1(j) of the Investment Management Trust Agreement between Schultze Special Purpose Acquisition Corp. II (“Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (“Trust
Agreement”), this is to inform you that in connection with the stockholder vote to approve an Amendment to the Company’s
Certificate of Incorporation, Public Stockholders holding [____] shares of the Company’s Common Stock have properly requested
redemption of such shares for their pro rata portion of the Property held in the Trust Account. Capitalized words used herein and
not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


In
accordance with the terms of the Trust Agreement, we hereby authorize you to liquidate such investments in the Trust Account on
[____, 20__], as required to pay an aggregate of $[_________], or $[_________] per share, to the Public Stockholders that have properly
requested redemption of their shares of Common Stock for their pro rata portion of the Property held in Trust Account and to transfer
the total proceeds into the trust operating account at JP Morgan Chase Bank, N.A. to await distribution to such Public Stockholders.
You agree to be the Paying Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly
to the Public Stockholders that have properly requested redemption of their shares of the Company’s Common Stock in accordance
with the terms of the Trust Agreement and the Company’s Certificate of Incorporation.


 


	 	Very truly yours,
	 	 
	 	SCHULTZE SPECIAL PURPOSE Acquisition Corp. II
	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:


 


		cc:	Stifel, Nicolaus & Company, Incorporated
			Mizuho Securities USA LLC



 









    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 Wolf and Celeste Gonzalez


 


		Re:	Trust Account – Withdrawal Instruction



 


Dear 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. II (“Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (“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)]. Capitalized words used herein and not otherwise defined shall have the meanings
ascribed to them in the Trust Agreement.


 


The Company needs such
funds [to pay for the tax obligations as set forth on the attached tax return or tax statement][to pay its expenses relating to
its dissolution or 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]


 


	 	Very truly yours,
	 	 
	 	SCHULTZE SPECIAL PURPOSE Acquisition Corp. II
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


		cc:	Stifel, Nicolaus & Company, Incorporated
			Mizuho Securities USA LLC



 









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