Exhibit 4.4


 


WARRANT AGREEMENT


 


This agreement (“Agreement”)
is made as of [●], 2021 between Schultze Special Purpose Acquisition Corp. II, a Delaware corporation, with offices
at 800 Westchester Avenue, Suite S-632, Rye Brook, NY 10573 (“Company”), and Continental Stock Transfer &
Trust Company, a New York limited purpose trust company, with offices at 1 State Street, 30th Floor, New York, New York 10004,
as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).


 


WHEREAS, the Company
is engaged in an initial public offering (“Public Offering”) of up to 23,000,000 units (including up to 3,000,000
units subject to the Over-allotment Option (as defined below)) (“Public Units”), each Public Unit comprised
of one share of Class A common stock of the Company, par value $0.0001 per share (“Common Stock”), and one-third
of one redeemable warrant, where each whole warrant entitles the holder to purchase one share of Common Stock at a price of $11.50
per share, subject to adjustment as described herein, and, in connection therewith, will issue and deliver up to 7,666,666 warrants
(including up to 1,000,000 warrants subject to the Over-allotment Option) (the “Public Warrants”) to the public
investors in connection with the Public Offering;


 


WHEREAS, the Company
has filed with the Securities and Exchange Commission (the “SEC”) a Registration Statement on Form S-1,
File No. 333-[●] (“Registration Statement”), and a prospectus (the “Prospectus”)
for the registration, under the Securities Act of 1933, as amended (“Act”), of the Public Units, the Public
Warrants and the Common Stock included in the Public Units;


 


WHEREAS, the Company has received binding
commitments from Schultze Special Purpose Acquisition Sponsor II, LLC (the “Sponsor”) and Stifel Venture Corp.
(“Stifel”) to purchase up to an aggregate of 4,933,333 warrants (including up to 400,000 warrants subject to
the Over-allotment Option) (the “Private Warrants”) bearing the legend set forth in Exhibit B hereto, in a private
placement transaction to occur simultaneously with the consummation of the Public Offering;


 


WHEREAS, the Company
may issue up to an additional 1,000,000 warrants (“Working Capital Warrants”) in satisfaction of certain working
capital loans the Sponsor or the Company’s officers or directors, or their affiliates, may, but are not obligated to, make
to the Company;


 


WHEREAS, following
consummation of the Public Offering, the Company may issue additional warrants (“Post IPO Warrants” and together
with the Public Warrants, Private Warrants, and Working Capital Warrants, the “Warrants”) in connection with,
or following the consummation by the Company of, a Business Combination (defined below);


 


WHEREAS, the Company
desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance,
registration, transfer, exchange, redemption, and exercise of the Warrants;


 


WHEREAS, the Company
desires to provide for the form and provisions of the Warrants, the terms upon which they shall be issued and exercised, and the
respective rights, limitation of rights, and immunities of the Company, the Warrant Agent, and the holders of the Warrants; and


 


WHEREAS, all acts and
things have been done and performed which are necessary to make the Warrants, when executed on behalf of the Company and countersigned
by or on behalf of the Warrant Agent (if a physical certificate is issued), as provided herein, the valid, binding, and legal obligations
of the Company, and to authorize the execution and delivery of this Agreement.


 


NOW, THEREFORE, in
consideration of the mutual agreements herein contained, the parties hereto agree as follows:


 


1. Appointment
of Warrant Agent. The Company hereby appoints the Warrant Agent to act as agent for the Company for the Warrants, and the Warrant
Agent hereby accepts such appointment and agrees to perform the same in accordance with the terms and conditions set forth in this
Agreement.


 






     


     


    

 


2. Warrants.


 


2.1. Form
of Warrant. Each Warrant shall be issued in registered form only and, subject to Section 2.2, shall be in substantially the
form of Exhibit A hereto, the provisions of which are incorporated herein and shall be signed by, or bear the facsimile signature
of, the Chairman of the Board of Directors, the President, the Chief Executive Officer, the Chief Financial Officer, the Executive
Vice President, the Secretary or other principal officer of the Company. In the event the person whose facsimile signature has
been placed upon any Warrant shall have ceased to serve in the capacity in which such person signed the Warrant before such Warrant
is issued, it may be issued with the same effect as if he or she had not ceased to be such at the date of issuance.


 


2.2. Uncertificated
Warrants. Notwithstanding anything herein to the contrary, any Warrant, or portion thereof, may be issued as part of, and be
represented by, a Unit, and any Warrant may be issued in uncertificated or book-entry form through the Warrant Agent and/or the
facilities of The Depository Trust Company (the “Depositary”) or other book-entry depositary system, in each
case as determined by the Board of Directors of the Company or by an authorized committee thereof. Any Warrant so issued shall
have the same terms, force and effect as a certificated Warrant that has been duly countersigned by the Warrant Agent in accordance
with the terms of this Agreement.


 


2.3. Effect
of Countersignature. Except with respect to uncertificated Warrants as described above, unless and until countersigned by the
Warrant Agent pursuant to this Agreement, a Warrant shall be invalid and of no effect and may not be exercised by the holder thereof.


 


2.4. Registration.


 


2.4.1. Warrant
Register. The Warrant Agent shall maintain books (“Warrant Register”) for the registration of original issuance
and the registration of transfer of the Warrants. Upon the initial issuance of the Warrants, the Warrant Agent shall issue and
register the Warrants in the names of the respective holders thereof in such denominations and otherwise in accordance with instructions
delivered to the Warrant Agent by the Company. Ownership of beneficial interests in the Public Warrants shall be shown on, and
the transfer of such ownership shall be effected through, records maintained by institutions that have accounts with the Depositary.


 


If the Depositary subsequently
ceases to make its book-entry settlement system available for the Public Warrants, the Company may instruct the Warrant Agent regarding
making other arrangements for book-entry settlement. In the event that the Public Warrants are not eligible for, or it is no longer
necessary to have the Public Warrants available in, book-entry form, the Warrant Agent shall provide written instructions to the
Depositary to deliver to the Warrant Agent for cancellation each book-entry Public Warrant, and the Company shall instruct the
Warrant Agent to deliver to the Depositary definitive certificates in physical form evidencing such Warrants which shall be in
the form annexed hereto as Exhibit A.


 


2.4.2. Registered
Holder. Prior to due presentment for registration of transfer of any Warrant, the Company and the Warrant Agent may deem and
treat the person in whose name such Warrant is then registered in the Warrant Register (“registered holder”)
as the absolute owner of such Warrant and of each Warrant represented thereby (notwithstanding any notation of ownership or other
writing on the Warrant certificate made by anyone other than the Company or the Warrant Agent), for the purpose of any exercise
thereof, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice to the contrary.


 


2.5. Detachability
of Warrants. The securities comprising the Public Units will not be separately transferable until the 52nd day following the
date of the Prospectus or, if such 52nd day is not on a day, other than Saturday, Sunday or federal holiday, on which banks in
New York City are generally open for normal business (a “Business Day”), then on the immediately succeeding
Business Day following such date, or earlier with the consent of Stifel, Nicolaus & Company, Incorporated and Mizuho Securities
USA LLC, as representatives (the “Representatives”) of the several underwriters of the Public Offering, but
in no event will the Representatives allow separate trading of the securities comprising the Public Units until (i) the Company
has filed a Current Report on Form 8-K with the SEC which includes an audited balance sheet reflecting the receipt by
the Company of the gross proceeds of the Public Offering including the proceeds received by the Company from the exercise of the
underwriters’ over-allotment option in the Public Offering (the “Over-allotment Option”), if the Over-allotment
Option is exercised prior to the filing of the Form 8-K, and (ii) the Company has issued a press release announcing
when such separate trading shall begin (the “Detachment Date”).


 






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2.6. Private
Warrant and Working Capital Warrant Attributes. The Private Warrants and Working Capital Warrants will be issued in the same
form as the Public Warrants, except that so long as they are held by the initial purchasers or their Permitted Transferees (as
prescribed in Section 5.6 hereof), the Private Warrants and the Working Capital Warrants: (i) will not be redeemable
by the Company pursuant to Section 6.1.1 hereof, (ii) may be exercised for cash or on a cashless basis, pursuant to Section
3.3.1(c) hereof, and (iii) with respect to Private Warrants held by Stifel, will not be exercisable more than five years from the
commencement of sales of the Public Offering in accordance with FINRA Rule 5110(g)(8)(A). Once a Private Warrant or Working Capital
Warrant is transferred to a holder other than an affiliate or Permitted Transferee, it shall be treated as a Public Warrant hereunder
for all purposes.


 


2.7. Post
IPO Warrants. The Post IPO Warrants, when and if issued, shall have the same terms and be in the same form as the Public Warrants
except as may be agreed upon by the Company.


 


2.8 Fractional
Warrants. The Company shall not issue fractional Warrants other than as part of the Public Units. If, upon the detachment of
Public Warrants from the Public Units or otherwise, a holder of Warrants would be entitled to receive a fractional Warrant, the
Company shall round down to the nearest whole number the number of Warrants to be issued to such holder.


 


3. Terms
and Exercise of Warrants.


 


3.1. Warrant
Price. Each whole Warrant shall, when countersigned by the Warrant Agent (except with respect to uncertificated Warrants),
entitle the registered holder thereof, subject to the provisions of such Warrant and of this Agreement, to purchase from the Company
the number of shares of Common Stock stated therein, at the price of $11.50 per share, subject to the adjustments provided in Section 4
hereof and in the last sentence of this Section 3.1. The term “Warrant Price” as used in this Agreement refers
to the price per share at which the shares of Common Stock may be purchased at the time a Warrant is exercised. The Company in
its sole discretion may lower the Warrant Price at any time prior to the Expiration Date (as defined below) for a period of not
less than twenty (20) Business Days; provided, that the Company shall provide at least twenty (20) days’ prior
written notice of such reduction to registered holders of the Warrants and, provided further that any such reduction shall be applied
consistently to all of the Warrants.


 


3.2. Duration
of Warrants. A Warrant may be exercised only during the period commencing on the later of thirty (30) days after the consummation
by the Company of a merger, capital stock exchange, asset acquisition, stock purchase, recapitalization, reorganization or other
similar business combination with one or more businesses or entities (“Business Combination”) (as described
more fully in the Registration Statement) and 12 months from the closing of the Public Offering, and terminating at 5:00 p.m.,
New York City time on the earlier to occur of (i) five years from the consummation of a Business Combination, (ii) other
than with respect to the Private Warrants and Working Capital Warrants then held by the initial purchasers thereof or their respective
Permitted Transferees with respect to a redemption pursuant to Section 6.1.1 hereof (an “Inapplicable Redemption”),
the Redemption Date as provided in Section 6.2 of this Agreement and (iii) the liquidation of the Company (“Expiration
Date”); provided, however, that the Private Warrants issued to Stifel will not be exercisable more than
five years from the commencement of sales of the Public Offering in accordance with FINRA Rule 5110(g)(8)(A). The period of time
from the date the Warrants will first become exercisable until the expiration of the Warrants shall hereafter be referred to as
the “Exercise Period.” Except with respect to the right to receive the Redemption Price (as set forth in Section 6
hereunder), as applicable (other than with respect to an Inapplicable Redemption), each Warrant (other than a Private Warrant or
Working Capital Warrant in the event of an Inapplicable Redemption) not exercised on or before the Expiration Date shall become
void, and all rights thereunder and all rights in respect thereof under this Agreement shall cease at 5:00 p.m., New York City
time, on the Expiration Date. The Company in its sole discretion may extend the duration of the Warrants by delaying the Expiration
Date; provided, however, that the Company will provide at least twenty (20) days’ prior written notice
of any such extension to registered holders and, provided further that any such extension shall be applied consistently to all
of the Warrants.


 






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3.3. Exercise
of Warrants.


 


3.3.1. Payment.
Subject to the provisions of the Warrant and this Agreement, a Warrant, when countersigned by the Warrant Agent (except with respect
to uncertificated Warrants), may be exercised by the registered holder thereof by surrendering it, at the office of the Warrant
Agent, or at the office of its successor as Warrant Agent, in the Borough of Manhattan, City and State of New York (or, in the
case of a Warrant represented by a book-entry, the Warrants to be exercised on the records of the Depositary to an account of the
Warrant Agent at the Depositary designated for such purposes in writing by the Warrant Agent to the Depositary from time to time),
with the subscription form, as set forth in the Warrant, duly executed (or, in the case of a Warrant represented by a book-entry,
properly delivered by the participant in accordance with the Depositary’s procedures), and by paying in full the Warrant
Price for each full share of Common Stock as to which the Warrant is exercised and any and all applicable taxes due in connection
with the exercise of the Warrant, the exchange of the Warrant for the shares of Common Stock and the issuance of such shares of
Common Stock, as follows:


 


(a) in lawful money of
the United States, by good certified check or wire payable to the Warrant Agent; or


 


(b) in the event of redemption
pursuant to Section 6.1.1 hereof in which the Company’s management has elected to require all holders of Warrants to
exercise such Warrants on a “cashless basis,” by surrendering the Warrants for that number of shares of Common Stock
equal to the quotient obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants,
multiplied by the excess of the “Fair Market Value” (defined below) over the Warrant Price by (y) the Fair Market
Value; provided, however, that no cashless exercise shall be permitted unless the Fair Market Value is equal to or
higher than the Warrant Price. Solely for purposes of this Section 3.3.1(b), the “Fair Market Value” shall mean
the average last reported sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior
to the date on which the notice of redemption is sent to holders of the Warrants pursuant to Section 6 hereof; or


 


(c) with respect to any
Private Warrants or Working Capital Warrants, so long as such Private Warrants or Working Capital Warrants are held by the initial
purchasers or their Permitted Transferees, by surrendering such Private Warrants or Working Capital Warrants for that number of
shares of Common Stock equal (i) if in connection with a redemption of Private Warrants or Working Capital Warrants, if any, pursuant
to Section 6.1.2, as provided in Section 6.1.2 with respect to a Make-Whole Exercise and (ii) in all other scenarios, to the quotient
obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess
of the “Fair Market Value” (defined below) over the Warrant Price by (y) the Fair Market Value; provided,
however, that no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the Warrant
Price. Solely for purposes of this Section 3.3.1(c), the “Fair Market Value” shall mean the average last reported
sale price of the Common Stock for the ten (10) trading days ending on the third trading day prior to the date on which the
notice of warrant exercise is sent to the Warrant Agent; or


 


(d) in the event the
registration statement required by Section 7.4 hereof is not effective and current within ninety (90) Business Days after
the closing of a Business Combination, by surrendering such Warrants for that number of shares of Common Stock equal to the quotient
obtained by dividing (x) the product of the number of shares of Common Stock underlying the Warrants, multiplied by the excess
of the “Fair Market Value” (defined below) over the Warrant Price by (y) the Fair Market Value; provided,
however, that no cashless exercise shall be permitted unless the Fair Market Value is equal to or higher than the Warrant
Price. Solely for purposes of this Section 3.3.1(d), the “Fair Market Value” shall mean the average last reported
sale price of the Common Stock for the ten (10) trading days ending on the trading day prior to the date of exercise; or


 


(e) as provided in Section
6.1.2; or


 


(f) as provided in Section
7.5.


 






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3.3.2. Issuance
of Shares of Common Stock. As soon as practicable after the exercise of any Warrant and the clearance of the funds in payment
of the Warrant Price (if any), the Company shall issue to the registered holder of such Warrant a certificate or certificates,
or book entry position, for the number of shares of Common Stock to which he, she or it is entitled, registered in such name or
names as may be directed by him, her or it, and if such Warrant shall not have been exercised in full, a new countersigned Warrant,
or book entry position, for the number of shares as to which such Warrant shall not have been exercised. Notwithstanding the foregoing,
in no event will the Company be required to net cash settle the Warrant exercise. Notwithstanding the foregoing, the Company shall
not be obligated to deliver any shares of Common Stock pursuant to the exercise of a Warrant and shall have no obligation to settle
such Warrant exercise unless a registration statement under the Act covering the issuance of the shares of Common Stock underlying
the Warrants is then effective and a prospectus relating thereto is current, subject to the Company’s satisfying its obligations
under Section 7.4 or a valid exemption from registration being available. No Warrant shall be exercisable for cash and the Company
shall not be obligated to issue shares of Common Stock upon exercise of a Warrant unless the Common Stock issuable upon such Warrant
exercise has been registered, qualified or deemed to be exempt under the securities laws of the state of residence of the registered
holder of the Warrants. In the event that the condition in the immediately preceding sentence is not satisfied with respect to
a Warrant, the holder of such Warrant shall not be entitled to exercise such Warrant for cash and such Warrant may have no value
and expire worthless, in which case the purchaser of a Unit containing such Public Warrants shall have paid the full purchase price
for the Unit solely for the shares of Common Stock underlying such Unit. Warrants may not be exercised by, or securities issued
to, any registered holder in any state in which such exercise or issuance would be unlawful.


 


3.3.3. Valid
Issuance. All shares of Common Stock issued upon the proper exercise of a Warrant in conformity with this Agreement shall be
validly issued, fully paid and nonassessable.


 


3.3.4. Date
of Issuance. Each person in whose name any book entry position or certificate for shares of Common Stock is issued shall for
all purposes be deemed to have become the holder of record of such shares on the date on which the Warrant, or book entry position
representing such Warrant, was surrendered and payment of the Warrant Price was made, irrespective of the date of delivery of such
certificate in the case of a certificated Warrant, except that, if the date of such surrender and payment is a date when the share
transfer books of the Company or book entry system of the Warrant Agent are closed, such person shall be deemed to have become
the holder of such shares at the close of business on the next succeeding date on which the share transfer books or book entry
system are open.


 


3.3.5 Maximum
Percentage. A holder of a Warrant may notify the Company in writing in the event it elects to be subject to the provisions
contained in this Section 3.3.5; however, no holder of a Warrant shall be subject to this Section 3.3.5 unless he, she or it makes
such election. If the election is made by a holder, the Warrant Agent shall not effect the exercise of the holder’s Warrant,
and such holder shall not have the right to exercise such Warrant, to the extent that after giving effect to such exercise, such
person (together with such person’s affiliates), to the Warrant Agent’s actual knowledge, would beneficially own in
excess of 9.8% (the “Maximum Percentage”) of the shares of Common Stock outstanding immediately after giving
effect to such exercise. For purposes of the foregoing sentence, the aggregate number of shares of Common Stock beneficially owned
by such person and its affiliates shall include the number of shares of Common Stock issuable upon exercise of the Warrant with
respect to which the determination of such sentence is being made, but shall exclude shares of Common Stock that would be issuable
upon (x) exercise of the remaining, unexercised portion of the Warrant beneficially owned by such person and its affiliates
and (y) exercise or conversion of the unexercised or unconverted portion of any other securities of the Company beneficially
owned by such person and its affiliates (including, without limitation, any convertible notes or convertible preferred stock or
warrants) subject to a limitation on conversion or exercise analogous to the limitation contained herein. Except as set forth in
the preceding sentence, for purposes of this paragraph, beneficial ownership shall be calculated in accordance with Section 13(d)
of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). For purposes of the Warrant, in determining
the number of outstanding shares of Common Stock, the holder may rely on the number of outstanding shares of Common Stock as reflected
in (1) the Company’s most recent Annual Report on Form 10-K, Quarterly Report on Form 10-Q, Current
Report on Form 8-K or other public filing with the SEC as the case may be, (2) a more recent public announcement
by the Company or (3) any other notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock
outstanding. For any reason at any time, upon the written request of the holder of the Warrant, the Company shall, within two (2) Business
Days, confirm orally and in writing to such holder the number of shares of Common Stock then outstanding. In any case, the number
of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of equity securities
of the Company by the holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was
reported. By written notice to the Company, the holder of a Warrant may from time to time increase or decrease the Maximum Percentage
applicable to such holder to any other percentage specified in such notice; provided, however, that any such increase
shall not be effective until the sixty-first (61st) day after such notice is delivered to the Company.


 






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4. Adjustments.


 


4.1. Stock
Dividends; Split Ups. If after the date hereof, and subject to the provisions of Section 4.7 below, the number of outstanding
shares of Common Stock is increased by a stock dividend payable in shares of Common Stock, or by a split up of shares of Common
Stock, or other similar event, then, on the effective date of such stock dividend, split up or similar event, the number of shares
of Common Stock issuable on exercise of each Warrant shall be increased in proportion to such increase in outstanding shares of
Common Stock. A rights offering to holders of the Common Stock entitling holders to purchase shares of Common Stock at a price
less than the “Historical Fair Market Value” (as defined below) shall be deemed a stock dividend of a number of shares
of Common Stock equal to the product of (i) the number of shares of Common Stock actually sold in such rights offering (or issuable
under any other equity securities sold in such rights offering that are convertible into or exercisable for the Common Stock) and
(ii) one (1) minus the quotient of (x) the price per share of Common Stock paid in such rights offering divided by (y) the Historical
Fair Market Value. For purposes of this Section 4.1, (i) if the rights offering is for securities convertible into or exercisable
for Common Stock, in determining the price payable for Common Stock, there shall be taken into account any consideration received
for such rights, as well as any additional amount payable upon conversion or exercise and (ii) “Historical Fair Market Value”
means the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading
day prior to the first date on which the shares of Common Stock trade on the applicable exchange or in the applicable market, regular
way, without the right to receive such rights.


 


4.2. Aggregation
of Shares. If after the date hereof, the number of outstanding shares of Common Stock is decreased by a consolidation, combination,
reverse stock split or reclassification of shares of Common Stock or other similar event, then, on the effective date of such consolidation,
combination, reverse stock split, reclassification or similar event, the number of shares of Common Stock issuable on exercise
of each Warrant shall be decreased in proportion to such decrease in outstanding shares of Common Stock.


 


4.3. Extraordinary
Dividends. If the Company, at any time while the Warrants are outstanding and unexpired, shall pay a dividend or make a distribution
in cash, securities or other assets to the holders of the shares of Common Stock on account of such shares of Common Stock (or
other shares of the Company’s capital stock into which the Warrants are convertible) (an “Extraordinary Dividend”),
then the Warrant Price shall be decreased, effective immediately after the effective date of such Extraordinary Dividend, by the
amount of cash and/or the fair market value (as determined by the Company’s Board of Directors, in good faith) of any securities
or other assets paid in respect of such Extraordinary Dividend divided by all outstanding shares of the Company at such time (whether
or not any stockholders waived their right to receive such dividend); provided, however, that none of the following
shall be deemed an Extraordinary Dividend for purposes of this provision: (a) any adjustment described in Section 4.1 above,
(b) any cash dividends or cash distributions which, when combined on a per share basis with all other cash dividends and cash
distributions paid on the Common Stock during the 365-day period ending on the date of declaration of such dividend or
distribution does not exceed $0.50 per share (taking into account all of the outstanding shares of the Company at such time (whether
or not any stockholders waived their right to receive such dividend) and as adjusted to appropriately reflect any of the events
referred to in other subsections of this Section 4 and excluding cash dividends or cash distributions that resulted in an
adjustment to the Warrant Price or to the number of shares of Common Stock issuable on exercise of each Warrant) but only with
respect to the amount of the aggregate cash dividends or cash distributions equal to or less than $0.50, (c) any payment to satisfy
the redemption rights of the holders of the shares of Common Stock in connection with a proposed initial Business Combination,
(d) any payment to satisfy the redemption rights of the holders of the shares of Common Stock in connection with certain amendments
to the Company’s amended and restated certificate of incorporation (“Certificate of Incorporation”) (as
described in the Registration Statement) or (e) any payment in connection with the redemption of the shares of Common Stock
if the Company does not complete an initial Business Combination within the time period set forth in the Certificate of Incorporation
and any subsequent distribution of its assets upon its liquidation. Solely for purposes of illustration, if the Company, at a time
while the Warrants are outstanding and unexpired, pays a cash dividend of $0.35 and previously paid an aggregate of $0.40 of cash
dividends and cash distributions on the Common Stock during the 365-day period ending on the date of declaration of such
$0.35 dividend, then the Warrant Price will be decreased, effectively immediately after the effective date of such $0.35 dividend,
by $0.25 (the absolute value of the difference between $0.75 (the aggregate amount of all cash dividends and cash distributions
paid or made in such 365-day period, including such $0.35 dividend) and $0.50 (the greater of (x) $0.50 and (y) the
aggregate amount of all cash dividends and cash distributions paid or made in such 365-day period prior to such $0.35
dividend)). Furthermore, solely for the purposes of illustration, if following the closing of the Company’s initial Business
Combination, there were total shares outstanding of 100,000,000 and the Company paid a $1.00 dividend to 17,500,000 of such shares
(with the remaining 82,500,000 shares waiving their right to receive such dividend), then no adjustment to the Warrant Price would
occur as a $17.5 million dividend payment divided by 100,000,000 shares equals $0.175 per share which is less than $0.50 per share.


 






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4.4. Adjustments
in Exercise Price.


 


4.4.1. Whenever
the number of shares of Common Stock purchasable upon the exercise of the Warrants is adjusted, as provided in Sections 4.1 and
4.2 above, the Warrant Price shall be adjusted (to the nearest cent) by multiplying such Warrant Price immediately prior to such
adjustment by a fraction (x) the numerator of which shall be the number of shares of Common Stock purchasable upon the exercise
of the Warrants immediately prior to such adjustment, and (y) the denominator of which shall be the number of shares of Common
Stock so purchasable immediately thereafter.


 


4.4.2. If,
in connection with a Business Combination, the Company (a) issues additional shares of Common Stock or equity-linked securities
at an issue price or effective issue price of less than $9.20 per share (with such issue price or effective issue price as
determined by the Company’s Board of Directors, in good faith, and in the case of any such issuance to the Sponsor, the initial
stockholders (as defined in the Prospectus) or their affiliates, without taking into account any shares of the Company’s
Class B common stock, par value $0.0001 per share (the “Class B Common Stock”), issued prior to the Public Offering
and held by them prior to such issuance) (the “Newly Issued Price”), (b) the aggregate gross proceeds from such
issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business
Combination on the date of the consummation of such Business Combination (net of redemptions), and (c) the Market Value (as defined
below) is below $9.20 per share, the Warrant Price shall be adjusted (to the nearest cent) to be equal to 115% of the higher of
the Market Value and the Newly Issued Price, the $18.00 Redemption Trigger Price shall be adjusted (to the nearest cent) to be
equal to 180% of the higher of the Market Value and the Newly Issued Price, and the $10.00 Redemption Trigger Price shall be adjusted
(to the nearest cent) to be equal to the higher of the Market Value and the Newly Issued Price. Solely for purposes of this Section
4.4.2, the “Market Value” shall mean the volume weighted average trading price of the Common Stock during the
twenty (20) trading day period starting on the trading day prior to the date of the consummation of the Business Combination.


 






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4.5. Replacement
of Securities upon Reorganization, etc. In case of any reclassification or reorganization of the outstanding shares of Common
Stock (other than a change covered by Section 4.1, 4.2 or 4.3 hereof or that solely affects the par value of the Common Stock),
or in the case of any merger or consolidation of the Company with or into another corporation (other than a consolidation or merger
in which the Company is the continuing corporation and that does not result in any reclassification or reorganization of the outstanding
Common Stock), or in the case of any sale or conveyance to another corporation or entity of the assets or other property of the
Company as an entirety or substantially as an entirety in connection with which the Company is dissolved, the Warrant holders shall
thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified in the Warrants and
in lieu of the shares of Common Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the
rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable
upon such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer,
that the Warrant holder would have received if such Warrant holder had exercised his, her or its Warrant(s) immediately prior to
such event (the “Alternative Issuance”); provided, however, that (i) if the holders of the Common
Stock were entitled to exercise a right of election as to the kind or amount of securities, cash or other assets receivable upon
such consolidation or merger, then the kind and amount of securities, cash or other assets constituting the Alternative Issuance
for which each Warrant shall become exercisable shall be deemed to be the weighted average of the kind and amount received per
share by the holders of the Common Stock in such consolidation or merger that affirmatively make such election, and (ii) if a tender,
exchange or redemption offer shall have been made to and accepted by the holders of the Common Stock (other than a tender, exchange
or redemption offer made by the Company in connection with redemption rights held by stockholders of the Company as provided for
in the Company’s Certificate of Incorporation or as a result of the repurchase of shares of Common Stock by the Company if
a proposed initial Business Combination is presented to the stockholders of the Company for approval) under circumstances in which,
upon completion of such tender or exchange offer, the maker thereof, together with members of any group (within the meaning of
Rule 13d-5(b)(1) under the Exchange Act (or any successor rule)) of which such maker is a part, and together with any affiliate
or associate of such maker (within the meaning of Rule 12b-2 under the Exchange Act (or any successor rule)) and any members of
any such group of which any such affiliate or associate is a part, own beneficially (within the meaning of Rule 13d-3 under the
Exchange Act (or any successor rule)) more than 50% of the outstanding shares of Common Stock, the holder of a Warrant shall be
entitled to receive as the Alternative Issuance, the highest amount of cash, securities or other property to which such holder
would actually have been entitled as a stockholder if such Warrant holder had exercised the Warrant prior to the expiration of
such tender or exchange offer, accepted such offer and all of the Common Stock held by such holder had been purchased pursuant
to such tender or exchange offer, subject to adjustments (from and after the consummation of such tender or exchange offer) as
nearly equivalent as possible to the adjustments provided for in this Section 4; provided, further, that if less
than 70% of the consideration receivable by the holders of the Common Stock in the applicable event is payable in the form of common
stock in the successor entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter
market, or is to be so listed for trading or quoted immediately following such event, and if the registered holder properly exercises
the Warrant within thirty (30) days following the public disclosure of the consummation of such applicable event by the Company
pursuant to a Current Report on Form 8-K filed with the SEC, the Warrant Price shall be reduced by an amount (in dollars) (but
in no event less than zero) equal to the difference of (i) the Warrant Price in effect prior to such reduction minus (ii) (A) the
Per Share Consideration (as defined below) minus (B) the Black-Scholes Warrant Value (as defined below). The “Black-Scholes
Warrant Value” means the value of a Warrant immediately prior to the consummation of the applicable event based on the Black-Scholes
Warrant Model for a Capped American Call on Bloomberg Financial Markets (“Bloomberg”). For purposes of calculating
such amount, (1) Section 6 of this Agreement shall be taken into account, (2) the price of each share of Common Stock shall be
the volume weighted average price of the Common Stock as reported during the ten (10) trading day period ending on the trading
day prior to the effective date of the applicable event, (3) the assumed volatility shall be the 90 day volatility obtained from
the HVT function on Bloomberg determined as of the trading day immediately prior to the day of the announcement of the applicable
event, and (4) the assumed risk-free interest rate shall correspond to the U.S. Treasury rate for a period equal to the remaining
term of the Warrant. “Per Share Consideration” means (i) if the consideration paid to holders of the Common Stock consists
exclusively of cash, the amount of such cash per share of Common Stock, and (ii) in all other cases, the volume weighted average
price of the Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the effective date
of the applicable event. If any reclassification also results in a change in the Common Stock covered by Sections 4.1, 4.2
or 4.3, then such adjustment shall be made pursuant to Sections 4.1, 4.2, 4.3, 4.4 and this Section 4.5. The provisions of
this Section 4.5 shall similarly apply to successive reclassifications, reorganizations, mergers or consolidations, sales
or other transfers. In no event will the Warrant Price be reduced to less than the par value per share issuable upon exercise of
the Warrant.


 


4.6. Notices
of Changes in Warrant. Upon every adjustment of the Warrant Price or the number of shares issuable upon exercise of a Warrant,
the Company shall give written notice thereof to the Warrant Agent, which notice shall state the Warrant Price resulting from such
adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of a Warrant,
setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based. Upon the occurrence
of any event specified in Sections 4.1, 4.2, 4.3, 4.4 or 4.5, then, in any such event, the Company shall give written notice to
each Warrant holder, at the last address set forth for such holder in the Warrant Register, of the record date or the effective
date of the event. Failure to give such notice, or any defect therein, shall not affect the legality or validity of such event.


 






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4.7. No
Fractional Warrants or Shares. Notwithstanding any provision contained in this Agreement to the contrary, the Company shall
not issue fractional shares upon exercise of Warrants. If, by reason of any adjustment made pursuant to this Section 4, the
holder of any Warrant would be entitled, upon the exercise of such Warrant, to receive a fractional interest in a share, the Company
shall, upon such exercise, round down to the nearest whole number of shares of Common Stock to be issued to the Warrant holder.


 


4.8. Form
of Warrant. The form of Warrant need not be changed because of any adjustment pursuant to this Section 4, and Warrants
issued after such adjustment may state the same Warrant Price and the same number of shares as is stated in the Warrants initially
issued pursuant to this Agreement. However, the Company may at any time in its sole discretion make any change in the form of Warrant
that the Company may deem appropriate and that does not affect the substance thereof, and any Warrant thereafter issued or countersigned,
whether in exchange or substitution for an outstanding Warrant or otherwise, may be in the form as so changed.


 


4.9. Other
Events. In case any event shall occur affecting the Company as to which none of the provisions of preceding subsections of
this Section 4 are strictly applicable, but which would require an adjustment to the terms of the Warrants in order to (i) avoid
an adverse impact on the Warrants and (ii) effectuate the intent and purpose of this Section 4, then, in each such case,
the Company shall appoint a firm of independent public accountants, investment banking or other appraisal firm of recognized national
standing, which shall give its opinion as to whether or not any adjustment to the rights represented by the Warrants is necessary
to effectuate the intent and purpose of this Section 4 and, if they determine that an adjustment is necessary, the terms of
such adjustment; provided, however, that under no circumstances shall the Warrants be adjusted pursuant to this Section
4.9 as a result of any issuance of securities in connection with a Business Combination. The Company shall adjust the terms of
the Warrants in a manner that is consistent with any adjustment recommended in such opinion.


 


4.10. No
Adjustment. For the avoidance of doubt, no adjustment shall be made to the terms of the Warrants solely as a result of an adjustment
to the conversion ratio of the Class B Common Stock into shares of Common Stock or the conversion of the shares of Class B Common
Stock into shares of Common Stock, in each case, pursuant to the Company’s Certificate of Incorporation, as further amended
from time to time.


 


5. Transfer
and Exchange of Warrants.


 


5.1. Registration
of Transfer. The Warrant Agent shall register the transfer, from time to time, of any outstanding Warrant upon the Warrant
Register, upon surrender of such Warrant for transfer, properly endorsed with signatures, in the case of certificated Warrants,
properly guaranteed and accompanied by appropriate instructions for transfer. Upon any such transfer, a new Warrant representing
an equal aggregate number of Warrants shall be issued and the old Warrant shall be cancelled by the Warrant Agent. In the case
of certificated Warrants, the Warrants so cancelled shall be delivered by the Warrant Agent to the Company from time to time upon
request.


 


5.2. Procedure
for Surrender of Warrants. Warrants may be surrendered to the Warrant Agent, either in certificated form or in book entry position,
together with a written request for exchange or transfer, and thereupon the Warrant Agent shall issue in exchange therefor one
or more new Warrants, or book entry positions, as requested by the registered holder of the Warrants so surrendered, representing
an equal aggregate number of Warrants; provided, however, that in the event that a Warrant surrendered for transfer
bears a restrictive legend, the Warrant Agent shall not cancel such Warrant and issue new Warrants in exchange therefor until the
Warrant Agent has received an opinion of counsel for the Company stating that such transfer may be made and indicating whether
the new Warrants must also bear a restrictive legend.


 


5.3. Fractional
Warrants. The Warrant Agent shall not be required to effect any registration of transfer or exchange which will result in the
issuance of a warrant certificate or book-entry position for a fraction of a warrant, except as part of the Units.


 


5.4. Service
Charges. No service charge shall be made for any exchange or registration of transfer of Warrants.


 


5.5. Warrant
Execution and Countersignature. The Warrant Agent is hereby authorized to countersign and to deliver, in accordance with the
terms of this Agreement, the Warrants required to be issued pursuant to the provisions of this Section 5, and the Company,
whenever required by the Warrant Agent, will supply the Warrant Agent with Warrants duly executed on behalf of the Company for
such purpose.


 






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5.6. Private
Warrants and Working Capital Warrants. The Warrant Agent shall not register any transfer of Private Warrants or Working Capital
Warrants until thirty (30) days after the consummation by the Company of an initial Business Combination, except for transfers
(i) to the Company’s officers or directors, any affiliates or family members of any of the Company’s officers
or directors, any members of the Sponsor, or any affiliates of the Sponsor, as well as affiliates of such members and funds and
accounts advised by such members, (ii) in the case of an individual, by gift to a member of the individual’s immediate
family or to a trust, the beneficiary of which is a member of the individual’s immediate family, an affiliate of such person
or to a charitable organization, (iii) in the case of an individual, by virtue of laws of descent and distribution upon death
of the individual, (iv) in the case of an individual, pursuant to a qualified domestic relations order, (v) by private
sales or transfers made in connection with any forward purchase agreement or similar arrangement or in connection with the consummation
of a Business Combination at prices no greater than the price at which the Warrants were originally purchased, (vi) in the
event of the Company’s liquidation prior to the completion of a Business Combination; (vii) by virtue of the laws of the
State of Delaware or the Sponsor’s limited liability company agreement upon dissolution of the Sponsor; (viii) in the case
of Stifel, to any affiliate of Stifel; or (ix) in the event of the Company’s liquidation, merger, capital stock exchange,
reorganization or other similar transaction which results in all of the Company’s stockholders having the right to exchange
their shares of Common Stock for cash, securities or other property subsequent to the completion of the Company’s initial
Business Combination; provided, however, that in the case of clauses (i) through (v), (vii) or (viii), these permitted
transferees (each, a “Permitted Transferee”) must enter into a written agreement agreeing to be bound by the
transfer restrictions contained in this Agreement and any other applicable agreement the transferor is bound by with respect to
such securities.


 


5.7. Transfers
prior to Detachment. Prior to the Detachment Date, the Public Warrants may be transferred or exchanged only together with the
Unit in which such Warrant is included, and only for the purpose of effecting, or in conjunction with, a transfer or exchange of
such Unit. Furthermore, each transfer of a Unit on the register relating to such Units shall operate also to transfer the Warrants
included in such Unit. Notwithstanding the foregoing, the provisions of this Section 5.7 shall have no effect on any transfer
of Warrants on or after the Detachment Date.


 


6. Redemption.


 


6.1. Redemption.
Subject to Section 6.4 hereof, not less than all of the outstanding Warrants may be redeemed, at the option of the Company,
as follows:


 


6.1.1. Redemption
when the Price Per Share of Common Stock Equals or Exceeds $18.00. The Company may redeem all of the outstanding Warrants at
any time during the Exercise Period, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the
Redemption Price of $0.01 per Warrant, provided that (i) the Reference Value (as defined below) equals or exceeds $18.00 per share
(subject to adjustment in accordance with Section 4 hereof) (the “$18.00 Redemption Trigger Price”) and
(ii) there is an effective registration statement covering the shares of Common Stock issuable upon exercise of the Warrants, and
a current prospectus relating thereto, available throughout the 30-day Redemption Period (as defined below) or the Company has
elected to require the exercise of the Warrants on a “cashless basis” pursuant to Section 3.3.1.


 


6.1.2. Redemption
when the Price Per Share of Common Stock Equals or Exceeds $10.00. The Company may redeem all of the outstanding Warrants at
any time during the Exercise Period, at the office of the Warrant Agent, upon the notice referred to in Section 6.2, at the Redemption
Price of $0.10 per Warrant, provided that (i) the Reference Value equals or exceeds $10.00 per share (subject to adjustment in
accordance with Section 4 hereof) (the “$10.00 Redemption Trigger Price”) and (ii) if the Reference Value is
less than the $18.00 Redemption Trigger Price, the Private Warrants and the Working Capital Warrants, if any, are also concurrently
called for redemption on the same terms (except as described below with respect to a holder’s ability to exercise its Warrants
on a “cashless basis”) as the outstanding Public Warrants. During the 30-day Redemption Period in connection with a
redemption pursuant to this Section 6.1.2, registered holders of the Warrants may elect to exercise their Warrants on a “cashless
basis” pursuant to Section 3.3.1 and receive a number of shares of Common Stock to be determined by reference to the table
below, based on the Redemption Date (calculated for purposes of the table as the period to expiration of the Warrants) and the
“Fair Market Value” (as such term is defined in this Section 6.1.2) (a “Make-Whole Exercise”). Solely
for purposes of this Section 6.1.2, the “Fair Market Value” shall mean the volume weighted average price of the Common
Stock as reported during the ten (10) trading days immediately following the date on which notice of redemption pursuant to this
Section 6.1.2 is sent to the registered holders. In connection with any redemption pursuant to this Section 6.1.2, the Company
shall provide the registered holders with the final Fair Market Value no later than one (1) Business Day after the ten (10) trading-day
period described above ends.


 






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	Redemption Date

(period to expiration of warrants)	 	Fair Market Value of Class A Common Stock	 
	≤$10.00	 	$11.00	 	$12.00	 	$13.00	 	$14.00	 	$15.00	 	$16.00	 	$17.00	 	≥$18.00	 
	60 months	 	0.261	 	0.281	 	0.297	 	0.311	 	0.324	 	0.337	 	0.348	 	0.358	 	0.365	 
	57 months	 	0.257	 	0.277	 	0.294	 	0.310	 	0.324	 	0.337	 	0.348	 	0.358	 	0.365	 
	54 months	 	0.252	 	0.272	 	0.291	 	0.307	 	0.322	 	0.335	 	0.347	 	0.357	 	0.365	 
	51 months	 	0.246	 	0.268	 	0.287	 	0.304	 	0.320	 	0.333	 	0.346	 	0.357	 	0.365	 
	48 months	 	0.241	 	0.263	 	0.283	 	0.301	 	0.317	 	0.332	 	0.344	 	0.356	 	0.365	 
	45 months	 	0.235	 	0.258	 	0.279	 	0.298	 	0.315	 	0.330	 	0.343	 	0.356	 	0.365	 
	42 months	 	0.228	 	0.252	 	0.274	 	0.294	 	0.312	 	0.328	 	0.342	 	0.355	 	0.364	 
	39 months	 	0.221	 	0.246	 	0.269	 	0.290	 	0.309	 	0.325	 	0.340	 	0.354	 	0.364	 
	36 months	 	0.213	 	0.239	 	0.263	 	0.285	 	0.305	 	0.323	 	0.339	 	0.353	 	0.364	 
	33 months	 	0.205	 	0.232	 	0.257	 	0.280	 	0.301	 	0.320	 	0.337	 	0.352	 	0.364	 
	30 months	 	0.196	 	0.224	 	0.250	 	0.274	 	0.297	 	0.316	 	0.335	 	0.351	 	0.364	 
	27 months	 	0.185	 	0.214	 	0.242	 	0.268	 	0.291	 	0.313	 	0.332	 	0.350	 	0.364	 
	24 months	 	0.173	 	0.204	 	0.233	 	0.260	 	0.285	 	0.308	 	0.329	 	0.348	 	0.364	 
	21 months	 	0.161	 	0.193	 	0.223	 	0.252	 	0.279	 	0.304	 	0.326	 	0.347	 	0.364	 
	18 months	 	0.146	 	0.179	 	0.211	 	0.242	 	0.271	 	0.298	 	0.322	 	0.345	 	0.363	 
	15 months	 	0.130	 	0.164	 	0.197	 	0.230	 	0.262	 	0.291	 	0.317	 	0.342	 	0.363	 
	12 months	 	0.111	 	0.146	 	0.181	 	0.216	 	0.250	 	0.282	 	0.312	 	0.339	 	0.363	 
	9 months	 	0.090	 	0.125	 	0.162	 	0.199	 	0.237	 	0.272	 	0.305	 	0.336	 	0.362	 
	6 months	 	0.065	 	0.099	 	0.137	 	0.178	 	0.219	 	0.259	 	0.296	 	0.331	 	0.362	 
	3 months	 	0.034	 	0.065	 	0.104	 	0.150	 	0.197	 	0.243	 	0.286	 	0.326	 	0.361	 
	0 months	 	—	 	—	 	0.042	 	0.115	 	0.179	 	0.233	 	0.281	 	0.323	 	0.361	 





 


The exact Fair Market
Value and Redemption Date may not be set forth in the table above, in which case, if the Fair Market Value is between two values
in the table or the Redemption Date is between two redemption dates in the table, the number of shares of Common Stock to be issued
for each Warrant exercised will be determined by a straight-line interpolation between the number of shares set forth for the higher
and lower Fair Market Values and the earlier and later Redemption Dates, as applicable, based on a 365 or 366-day year, as applicable.


 


The share prices set
forth in the column headings of the table above shall be adjusted as of any date on which the number of shares issuable upon exercise
of a Warrant or the Warrant Price is adjusted pursuant to Section 4. If the number of shares issuable upon exercise of a Warrant
is adjusted pursuant to Section 4, the adjusted share prices in the column headings shall equal the share prices immediately prior
to such adjustment, multiplied by a fraction, the numerator of which is the Warrant Price after such adjustment and the denominator
of which is the Warrant Price immediately prior to such adjustment. In such an event, the number of shares in the table above shall
be adjusted by multiplying such share amounts by a fraction, the numerator of which is the number of shares deliverable upon exercise
of a Warrant immediately prior to such adjustment and the denominator of which is the number of shares deliverable upon exercise
of a Warrant as so adjusted. If the Warrant Price is adjusted (a) pursuant to Section 4.4.2, the adjusted share prices set forth
in the column headings of the table above shall equal the share prices immediately prior to such adjustment multiplied by a fraction,
the numerator of which is the higher of the Market Value and the Newly Issued Price and the denominator of which is $10.00, and
(b) pursuant to Section 4.3 hereof, the adjusted share prices in the column headings shall equal the share prices immediately prior
to such adjustment less the decrease in the Warrant Price pursuant to such Warrant Price adjustment. In no event will the number
of shares issued in connection with a Make-Whole Exercise exceed 0.365 shares of Common Stock per Warrant (subject to adjustment).


 






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6.2. Date
Fixed for, and Notice of, Redemption; Redemption Price; Reference Value. In the event the Company shall elect to redeem all
of the Warrants that are subject to redemption pursuant to Section 6.1, the Company shall fix a date for the redemption (the “Redemption
Date”). Notice of redemption shall be mailed by first class mail, postage prepaid, by the Company not less than thirty
(30) days prior to the Redemption Date (the “30-day Redemption Period”) to the registered holders of the
Warrants to be redeemed at their last addresses as they shall appear on the registration books. Any notice mailed in the manner
herein provided shall be conclusively presumed to have been duly given whether or not the registered holder received such notice.
As used in this Agreement, (a) “Redemption Price” shall mean the price per Warrant at which any Warrants are redeemed
pursuant to Sections 6.1.1 or 6.1.2 and (b) “Reference Value” shall mean the last reported sales price of the shares
of Common Stock for any twenty (20) trading days within the thirty (30) trading-day period ending on the third trading day prior
to the date on which notice of the redemption is given.


 


6.3. Exercise
After Notice of Redemption. The Warrants may be exercised, for cash (or on a “cashless basis” in accordance with
Section 3.3.1 or Section 6.1.2 of this Agreement) at any time after notice of redemption shall have been given by the Company
pursuant to Section 6.2 hereof and prior to the Redemption Date. In the event the Company determines to require all holders
of Public Warrants to exercise their Warrants on a “cashless basis” pursuant to Section 3.3.1, the notice of redemption
will contain the information necessary to calculate the number of shares of Common Stock to be received upon exercise of the Warrants,
including the “Fair Market Value” in such case. On and after the Redemption Date, the record holder of the Warrants
shall have no further rights except to receive, upon surrender of the Warrants, the Redemption Price.


 


6.4. Exclusion
of Certain Warrants. The Company agrees that the redemption rights provided in this Section 6 (excluding Section 6.1.2)
shall not apply to (i) the Private Warrants and Working Capital Warrants if at the time of the redemption such Private Warrants
or Working Capital Warrants continue to be held by the initial purchasers or their Permitted Transferees or (ii) Post IPO
Warrants if such warrants provide that they are non-redeemable by the Company. However, with respect to the Private Warrants
or Working Capital Warrants, once such Private Warrants or Working Capital Warrants are transferred (other than to Permitted Transferees
under Section 5.6), the Company may redeem the Private Warrants and Working Capital Warrants in the same manner as the Public
Warrants.


 


7. Other
Provisions Relating to Rights of Holders of Warrants.


 


7.1. No
Rights as Stockholder. A Warrant does not entitle the registered holder thereof to any of the rights of a stockholder of the
Company, including, without limitation, the right to receive dividends, or other distributions, exercise any preemptive rights
to vote or to consent or to receive notice as stockholders in respect of the meetings of stockholders or the election of directors
of the Company or any other matter.


 


7.2. Lost,
Stolen, Mutilated, or Destroyed Warrants. If any Warrant is lost, stolen, mutilated, or destroyed, the Company and the Warrant
Agent may on such terms as to indemnity or otherwise as they may in their discretion impose (which shall, in the case of a mutilated
Warrant, include the surrender thereof), issue a new Warrant of like denomination, tenor, and date as the Warrant so lost, stolen,
mutilated, or destroyed. Any such new Warrant shall constitute a substitute contractual obligation of the Company, whether or not
the allegedly lost, stolen, mutilated, or destroyed Warrant shall be at any time enforceable by anyone.


 


7.3. Reservation
of Shares of Common Stock. The Company shall at all times reserve and keep available a number of its authorized but unissued
shares of Common Stock that will be sufficient to permit the exercise in full of all outstanding Warrants issued pursuant to this
Agreement.


 






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7.4. Registration
of Shares of Common Stock. The Company agrees that as soon as practicable, but in no event later than fifteen (15) Business
Days, after the closing of its initial Business Combination, it shall use its commercially reasonable efforts to file with the
SEC a registration statement for the registration, under the Act, of the shares of Common Stock issuable upon exercise of the Warrants.
The Company will use its commercially reasonable efforts to cause the same to become effective within ninety (90) days after the
closing of its initial Business Combination, and to maintain the effectiveness of such registration statement and a current prospectus
relating to the shares of Common Stock issuable upon exercise of the Warrants until the expiration or redemption of the Warrants
in accordance with the provisions of this Agreement. If any such registration statement has not been declared effective by the
90th day following the closing of the Business Combination, holders of the Warrants shall have the right, during the period beginning
on the 91st day after the closing of the Business Combination and ending upon such registration statement being declared effective
by the SEC, and during any other period when the Company shall fail to have maintained an effective registration statement covering
the shares of Common Stock issuable upon exercise of the Warrants, to exercise such Warrants on a “cashless basis”
as determined in accordance with Section 3.3.1(d). The Company shall provide the Warrant Agent with an opinion of counsel
for the Company (which shall be an outside law firm with securities law experience) stating that (i) the exercise of the Warrants
on a cashless basis in accordance with this Section 7.4 is not required to be registered under the Act and (ii) the shares
of Common Stock issued upon such exercise will be freely tradable under U.S. federal securities laws by anyone who is not an affiliate
(as such term is defined in Rule 144 under the Act) of the Company and, accordingly, will not be required to bear a restrictive
legend. Except as provided in Section 7.5, for the avoidance of any doubt, unless and until all of the Warrants have been exercised,
the Company shall continue to be obligated to comply with its registration obligations under the first three sentences of this
Section 7.4.


 


7.5. Cashless
Exercise at Company’s Option. If the Common Stock is at the time of any exercise of a Warrant not listed on a national
securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Act
(or any successor rule), the Company may, at its option, (i) require holders of Public Warrants who exercise Public Warrants to
exercise such Public Warrants on a “cashless basis” in accordance with Section 3(a)(9) of the Act (or any successor
rule) as described in Section 7.4 and (ii) in the event the Company so elects, the Company shall (x) not be required to file or
maintain in effect a registration statement for the registration, under the Act, of the Common Stock issuable upon exercise of
the Warrants, notwithstanding anything in this Agreement to the contrary, and (y) use its commercially reasonable efforts to register
or qualify for sale the Common Stock issuable upon exercise of the Public Warrants under the blue sky laws of the state of residence
of the exercising Public Warrant holder to the extent an exemption is not available.


 


8. Concerning
the Warrant Agent and Other Matters.


 


8.1. Payment
of Taxes. The Company will from time to time promptly pay all taxes and charges that may be imposed upon the Company or the
Warrant Agent in respect of the issuance or delivery of shares of Common Stock upon the exercise of Warrants, but the Company shall
not be obligated to pay any transfer taxes in respect of the Warrants or such shares.


 


8.2. Resignation,
Consolidation, or Merger of Warrant Agent.


 


8.2.1. Appointment
of Successor Warrant Agent. The Warrant Agent, or any successor to it hereafter appointed, may resign its duties and be discharged
from all further duties and liabilities hereunder after giving sixty (60) days’ notice in writing to the Company. If
the office of the Warrant Agent becomes vacant by resignation or incapacity to act or otherwise, the Company shall appoint in writing
a successor Warrant Agent in place of the Warrant Agent. If the Company shall fail to make such appointment within a period of
thirty (30) days after it has been notified in writing of such resignation or incapacity by the Warrant Agent or by the holder
of the Warrant (who shall, with such notice, submit his Warrant for inspection by the Company), then the holder of any Warrant
may apply to the Supreme Court of the State of New York for the County of New York for the appointment of a successor Warrant Agent
at the Company’s cost. Any successor Warrant Agent, whether appointed by the Company or by such court, shall be a corporation
organized and existing under the laws of the State of New York, in good standing and having its principal office in the Borough
of Manhattan, City and State of New York, and authorized under such laws to exercise corporate trust powers and subject to supervision
or examination by federal or state authority. After appointment, any successor Warrant Agent shall be vested with all the authority,
powers, rights, immunities, duties, and obligations of its predecessor Warrant Agent with like effect as if originally named as
Warrant Agent hereunder, without any further act or deed; but if for any reason it becomes necessary or appropriate, the predecessor
Warrant Agent shall execute and deliver, at the expense of the Company, an instrument transferring to such successor Warrant Agent
all the authority, powers, and rights of such predecessor Warrant Agent hereunder; and upon request of any successor Warrant Agent
the Company shall make, execute, acknowledge, and deliver any and all instruments in writing for more fully and effectually vesting
in and confirming to such successor Warrant Agent all such authority, powers, rights, immunities, duties, and obligations.


 






    13


     


    

 


8.2.2. Notice
of Successor Warrant Agent. In the event a successor Warrant Agent shall be appointed, the Company shall give notice thereof
to the predecessor Warrant Agent and the Transfer Agent for the shares of Common Stock not later than the effective date of any
such appointment.


 


8.2.3. Merger
or Consolidation of Warrant Agent. Any corporation into which the Warrant Agent may be merged or with which it may be consolidated
or any corporation resulting from any merger or consolidation to which the Warrant Agent shall be a party shall be the successor
Warrant Agent under this Agreement without any further act.


 


8.3. Fees
and Expenses of Warrant Agent.


 


8.3.1. Remuneration.
The Company agrees to pay the Warrant Agent reasonable remuneration for its services as such Warrant Agent hereunder and will reimburse
the Warrant Agent upon demand for all expenditures that the Warrant Agent may reasonably incur in the execution of its duties hereunder.


 


8.3.2. Further
Assurances. The Company agrees to perform, execute, acknowledge, and deliver or cause to be performed, executed, acknowledged,
and delivered all such further and other acts, instruments, and assurances as may reasonably be required by the Warrant Agent for
the carrying out or performing of the provisions of this Agreement.


 


8.4. Liability
of Warrant Agent.


 


8.4.1. Reliance
on Company Statement. Whenever in the performance of its duties under this Agreement, the Warrant Agent shall deem it necessary
or desirable that any fact or matter be proved or established by the Company prior to taking or suffering any action hereunder,
such fact or matter (unless other evidence in respect thereof be herein specifically prescribed) may be deemed to be conclusively
proved and established by a statement signed by the Chairman of the Board of Directors, the President, the Chief Executive Officer,
the Chief Financial Officer, the Executive Vice President, the Secretary or other principal officer of the Company and delivered
to the Warrant Agent. The Warrant Agent may rely upon such statement for any action taken or suffered in good faith by it pursuant
to the provisions of this Agreement.


 


8.4.2. Indemnity.
The Warrant Agent shall be liable hereunder only for its own fraud, gross negligence, willful misconduct or bad faith. The Company
agrees to indemnify the Warrant Agent and save it harmless against any and all liabilities, including judgments, costs and reasonable
counsel fees, for anything done or omitted by the Warrant Agent in the execution of this Agreement except as a result of the Warrant
Agent’s fraud, gross negligence, willful misconduct, or bad faith.


 


8.4.3. Exclusions.
The Warrant Agent shall have no responsibility with respect to the validity of this Agreement or with respect to the validity or
execution of any Warrant (except its countersignature thereof); nor shall it be responsible for any breach by the Company of any
covenant or condition contained in this Agreement or in any Warrant; nor shall it be responsible to make any adjustments required
under the provisions of Section 4 hereof or responsible for the manner, method, or amount of any such adjustment or the ascertaining
of the existence of facts that would require any such adjustment; nor shall it by any act hereunder be deemed to make any representation
or warranty as to the authorization or reservation of any shares of Common Stock to be issued pursuant to this Agreement or any
Warrant or as to whether any shares of Common Stock will, when issued, be valid and fully paid and nonassessable.


 


8.5. Acceptance
of Agency. The Warrant Agent hereby accepts the agency established by this Agreement and agrees to perform the same upon the
terms and conditions herein set forth and among other things, shall account promptly to the Company with respect to Warrants exercised
and concurrently account for, and pay to the Company, all monies received by the Warrant Agent for the purchase of shares of Common
Stock through the exercise of Warrants.


 


9. Miscellaneous
Provisions.


 


9.1. Successors.
All the covenants and provisions of this Agreement by or for the benefit of the Company or the Warrant Agent shall bind and inure
to the benefit of their respective successors and assigns.


 






    14


     


    

 


9.2. Notices.
Any notice, statement or demand authorized by this Agreement to be given or made by the Warrant Agent or by the holder of any Warrant
to or on the Company shall be sufficiently given when so delivered if by hand or overnight delivery or if sent by certified mail
or private courier service within five (5) days after deposit of such notice, postage prepaid, addressed (until another address
is filed in writing by the Company with the Warrant Agent), as follows:


 


Schultze Special Purpose Acquisition Corp.
II


800
Westchester Avenue, Suite S-632


Rye
Brook, NY 10573


Attn:
Scarlett Du


 


Any notice, statement or demand authorized
by this Agreement to be given or made by the holder of any Warrant or by the Company to or on the Warrant Agent shall be sufficiently
given when so delivered if by hand or overnight delivery or if sent by certified mail or private courier service within five days
after deposit of such notice, postage prepaid, addressed (until another address is filed in writing by the Warrant Agent with the
Company), as follows:


 


Continental Stock Transfer & Trust
Company


1
State Street, 30th Floor


New
York, New York 10004


Attn:
Compliance Department


 


with a copy in each case to:


 


Greenberg Traurig, LLP


1750
Tysons Boulevard, Suite 1000


McLean,
VA 22102


Attn:
Jason T. Simon, Esq.


 


and


 


Stifel, Nicolaus & Company, Incorporated


1
South Street, 15th Floor


Baltimore,
Maryland 21202


Attn:
Craig DeDomenico


 


and


 


Mizuho Securities USA LLC


1271
Avenue of the Americas


New
York, New York 10020


Attn:
Andy Laszlo


 


and


 


Paul Hastings LLP


515
South Flower Street, 25th Floor





Los Angeles, CA 90071





Attn: Jonathan Ko, Esq.


 


9.3. Applicable
Law and Exclusive Forum. The validity, interpretation, and performance of this Agreement and of the Warrants shall be
governed in all respects by 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. Subject to applicable law, the Company
hereby agrees that any action, proceeding or claim against it arising out of or relating in any way to this Agreement,
including under the Act, shall be brought and enforced in the courts of the State of New York or the United States District
Court for the Southern District of New York, and irrevocably submits to such jurisdiction, which jurisdiction shall be
exclusive forum for any such action, proceeding or claim. The Company hereby waives any objection to such exclusive
jurisdiction and that such courts represent an inconvenient forum. Notwithstanding the foregoing, the provisions of this
paragraph will not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for
which the federal district courts of the United States of America are the sole and exclusive forum.


 






    15


     


    

 


Any person or entity
purchasing or otherwise acquiring any interest in the Warrants shall be deemed to have notice of and to have consented to the forum
provisions in this Section 9.3. If any action, the subject matter of which is within the scope of the forum provisions above, is
filed in a court other than a court located within the State of New York or the United States District Court for the Southern District
of New York (a “foreign action”) in the name of any warrant holder, such warrant holder shall be deemed to have consented
to: (x) the personal jurisdiction of the state and federal courts located within the State of New York or the United States District
Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions
(an “enforcement action”), and (y) having service of process made upon such warrant holder in any such enforcement
action by service upon such warrant holder’s counsel in the foreign action as agent for such warrant holder.


 


9.4. Persons
Having Rights under this Agreement. Nothing in this Agreement expressed and nothing that may be implied from any of the provisions
hereof is intended, or shall be construed, to confer upon, or give to, any person or corporation other than the parties hereto
and the registered holders of the Warrants any right, remedy, or claim under or by reason of this Agreement or of any covenant,
condition, stipulation, promise, or agreement hereof. All covenants, conditions, stipulations, promises, and agreements contained
in this Agreement shall be for the sole and exclusive benefit of the parties hereto (and the Representatives with respect to Sections
7.4, 9.4, 9.8 hereof) and their successors and assigns and of the registered holders of the Warrants.


 


9.5. Examination
of the Warrant Agreement. A copy of this Agreement shall be available at all reasonable times at the office of the Warrant
Agent in the Borough of Manhattan, City and State of New York, for inspection by the registered holder of any Warrant. The Warrant
Agent may require any such holder to submit his Warrant for inspection by it.


 


9.6. Counterparts.
This Agreement may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all
purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.


 


9.7. Effect
of Headings. The section headings herein are for convenience only and are not part of this Agreement and shall not affect the
interpretation thereof.


 


9.8. Amendments.
This Agreement may be amended by the parties hereto without the consent of any registered holder for the purpose of (i) curing
any ambiguity or correcting any mistake, including to conform the provisions hereof to the description of the terms of the Warrants
and this Agreement set forth in the Prospectus, or curing, correcting or supplementing any defective provision contained herein
or (ii) adding or changing any other provisions with respect to matters or questions arising under this Agreement as the parties
may deem necessary or desirable and that the parties deem shall not adversely affect the interests of the registered holders. All
other modifications or amendments, including any amendment to increase the Warrant Price or shorten the Exercise Period, shall
require the written consent or vote of the registered holders of at least 50% of the then outstanding Public Warrants. Notwithstanding
the foregoing, the Company may lower the Warrant Price or extend the duration of the Exercise Period pursuant to Sections 3.1 and
3.2, respectively, without the consent of the registered holders.


 


9.9. Trust
Account Waiver. The Warrant Agent acknowledges and agrees that it shall not make any claims or proceed against the trust account
established by the Company in connection with the Public Offering (as more fully described in the Registration Statement) (“Trust
Account”), including by way of set-off, and shall not be entitled to any funds in the Trust Account under any
circumstance. In the event that the Warrant Agent has a claim against the Company under this Agreement, the Warrant Agent will
pursue such claim solely against the Company and not against the property held in the Trust Account.


 


9.10. Severability.
This Agreement shall be deemed severable, and the invalidity or unenforceability of any term or provision hereof shall not affect
the validity or enforceability of this Agreement or of any other term or provision hereof. Furthermore, in lieu of any such invalid
or unenforceable term or provision, the parties hereto intend that there shall be added as a part of this Agreement a provision
as similar in terms to such invalid or unenforceable provision as may be possible and be valid and enforceable.


 


 


[Signature Page Follows]


 






    16


     


    

 


IN WITNESS WHEREOF,
this Agreement has been duly executed by the parties hereto as of the day and year first above written.


 


		Schultze
    Special Purpose Acquisition Corp. II
	 	 
		By:	

	 	 	Name:	George J. Schultze
	 	 	Title:	Chief Executive Officer
	 

                                                                                 

		CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Warrant Agent
	 	 
		By:	

	 	 	Name:
	 	 	Title:


 


 


[Signature Page to Warrant Agreement]


 






    17


     


    

 


EXHIBIT A


 


Form
of Warrant Certificate


 


[See attached]


 






    A-1


     


    

 


 


	NUMBER

        ________-
	 	(SEE
REVERSE SIDE FOR LEGEND)

        THIS
WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION DATE (DEFINED BELOW)
	 	WARRANTS





 


SCHULTZE
SPECIAL PURPOSE ACQUISITION CORP. II


CUSIP[●]


WARRANT


 


THIS
CERTIFIES THAT, for value received


 


is
the registered holder of a warrant or warrants (the “Warrant(s)”) of Schultze Special Purpose Acquisition Corp.
II, a Delaware corporation (the “Company”), expiring at 5:00 p.m., New York City time, on the five year anniversary
of the Company’s completion of an initial 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”),
or earlier upon redemption or liquidation, to purchase one fully paid and non-assessable share of Class A common stock, par value
$0.0001 per share (“Shares”), of the Company for each whole Warrant evidenced by this Warrant Certificate.
The Warrant entitles the holder thereof to purchase from the Company, commencing on the later of (a) 30 days after the Company’s
completion of an initial Business Combination, and (b) 12 months from the closing of the Company’s initial public offering,
such number of Shares of the Company at the Warrant Price (as defined below), upon surrender of this Warrant Certificate and payment
of the Warrant Price at the office or agency of Continental Stock Transfer & Trust Company (the “Warrant Agent”),
but only subject to the conditions set forth herein and in the Warrant Agreement between the Company and the Warrant Agent. In
no event will the Company be required to net cash settle any warrant exercise. The term “Warrant Price” as
used in this Warrant Certificate refers to the price per Share at which Shares may be purchased at the time the Warrant is exercised.
The initial Warrant Price is equal to $11.50 per Share. The Warrant Agreement provides that upon the occurrence of certain events
the Warrant Price, the $18.00 Redemption Trigger Price (as defined below), the $10.00 Redemption Trigger Price (as defined below)
and the number of Shares purchasable hereunder, set forth on the face hereof, may, subject to certain conditions, be adjusted.


 


No
fraction of a Share will be issued upon any exercise of a Warrant. If the holder of a Warrant would be entitled to receive a fraction
of a Share upon any exercise of a Warrant, the Company shall, upon such exercise, round down to the nearest whole number the number
of Shares to be issued to such holder.


 


Upon
any exercise of the Warrant for less than the total number of full Shares provided for herein, there shall be issued to the registered
holder hereof or the registered holder’s assignee a new Warrant Certificate covering the number of Shares for which the
Warrant has not been exercised.


 


Warrant
Certificates, when surrendered at the office or agency of the Warrant Agent by the registered holder in person or by attorney
duly authorized in writing, may be exchanged in the manner and subject to the limitations provided in the Warrant Agreement, but
without payment of any service charge, for another Warrant Certificate or Warrant Certificates of like tenor and evidencing in
the aggregate a like number of Warrants.


 


Upon
due presentment for registration of transfer of the Warrant Certificate at the office or agency of the Warrant Agent, a new Warrant
Certificate or Warrant Certificates of like tenor and evidencing in the aggregate a like number of Warrants shall be issued to
the transferee in exchange for this Warrant Certificate, subject to the limitations provided in the Warrant Agreement, without
charge except for any applicable tax or other governmental charge.


 


The
Company and the Warrant Agent may deem and treat the registered holder as the absolute owner of this Warrant Certificate (notwithstanding
any notation of ownership or other writing hereon made by anyone), for the purpose of any exercise hereof, of any distribution
to the registered holder, and for all other purposes, and neither the Company nor the Warrant Agent shall be affected by any notice
to the contrary.


 


This
Warrant does not entitle the registered holder to any of the rights of a stockholder of the Company.


 






    A-2


     


    

 


The
Company reserves the right to call the Warrant at any time prior to its exercise with a notice of call in writing to the holders
of record of the Warrant, giving at least 30 days’ notice of such call (“Redemption Notice”), at any
time while the Warrant is exercisable, if the last reported sales price of the Shares has been at least $18.00 per share (the
“$18.00 Redemption Trigger Price”) for any 20 trading days within any 30 trading day period ending on the third
trading day prior to the date on which the Redemption Notice is given and if there is a current registration statement in effect
covering the issuance of the Shares underlying the Warrants during the 30-day redemption period or the Company has elected to
require the exercise of the Warrants on a “cashless basis” pursuant to Section 3.3.1 of the Warrant Agreement. The
call price of the Warrants in this scenario is to be $0.01 per Warrant. Any Warrant either not exercised or tendered back to the
Company by 5:00 p.m., New York City time, on the date specified in the Redemption Notice shall be canceled on the books of the
Company and have no further value except for the $0.01 call price. The Company also reserves the right to call the Warrant at
any time after the Warrant becomes exercisable, upon delivery of the Redemption Notice, if the last reported sales price of the
Shares has been at least $10.00 per share (the “$10.00 Redemption Trigger Price”) for any 20 trading days within
any 30 trading day period ending on the third trading day prior to the date on which the Redemption Notice is given and all Private
Warrants and Working Capital Warrants, if any (in each case as defined in the Warrant Agreement), issued by the Company are also
concurrently called for redemption on the same terms (except as set forth in the Warrant Agreement) as the Warrant. The call price
of the Warrants in this scenario is to be $0.10 per Warrant. Any Warrant either not exercised or tendered back to the Company
by 5:00 p.m., New York City time, on the date specified in the Redemption Notice shall be canceled on the books of the Company
and have no further value except for the $0.10 call price.


 


This
Warrant Certificate shall not be valid unless countersigned by the Warrant Agent.


 


This
Warrant Certificate shall be governed by and construed in accordance with the internal laws of the State of New York.


 


 





	By	 	 	 
	 	Chief Executive Officer	 	Chief Financial Officer



 



    A-3


     


    

 





SUBSCRIPTION
FORM


To
Be Executed by the Registered Holder in Order to Exercise Warrants


 


The
undersigned Registered Holder irrevocably elects to exercise ______________ Warrants represented by this Warrant Certificate,
and to purchase the shares of Class A Common Stock issuable upon the exercise of such Warrants, and requests that Certificates
for such shares shall be issued in the name of


 


 


	(PLEASE
                                         TYPE OR PRINT NAME AND ADDRESS)

                                                                                 

                                                                                 

	 

                                                                                 

	 

                                                                                 



(SOCIAL
SECURITY OR TAX IDENTIFICATION NUMBER)


 


	and be delivered to	 






	(PLEASE PRINT OR TYPE NAME AND ADDRESS)
	 



and,
if such number of Warrants shall not be all the Warrants evidenced by this Warrant Certificate, that a new Warrant Certificate
for the balance of such Warrants be registered in the name of, and delivered to, the Registered Holder at the address stated below:


 


 





	Dated:	 	 	

                           

	 	 	(SIGNATURE)
	 	 	 
	 	 	
	 	 	(ADDRESS)
	 	 	 
	 	 	 
	 	 	
	 	 	 
	 	 	(TAX
IDENTIFICATION NUMBER)



 






    A-4


     


    

 


ASSIGNMENT


To
Be Executed by the Registered Holder in Order to Assign Warrants


 


For
Value Received, _______________________ hereby sells, assigns and transfers unto


 


 


	(PLEASE TYPE OR PRINT NAME AND ADDRESS)

                                                                                 

                                                                                 

	 

                                                                                 

	

                                                                                 

                                                                                 




(SOCIAL SECURITY OR TAX IDENTIFICATION NUMBER)


 


	and
be delivered to	 
	(PLEASE PRINT OR TYPE NAME AND ADDRESS)






 


______________________
of the Warrants represented by this Warrant Certificate, and hereby irrevocably constitutes and appoints _________________________________
Attorney to transfer this Warrant Certificate on the books of the Company, with full power of substitution in the premises.


 


 





	Dated:		 	 
	 	 	 	(SIGNATURE)



 





The
signature to the assignment of the Subscription Form must correspond to the name written upon the face of this Warrant Certificate
in every particular, without alteration or enlargement or any change whatsoever, and must be guaranteed by a commercial bank or
trust company or a member firm of the NYSE American, Nasdaq, New York Stock Exchange, Pacific Stock Exchange, or Chicago
Stock Exchange.


 






    A-5


     


    

 


EXHIBIT
B


 


LEGEND


 


“THE
SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR ANY STATE SECURITIES LAWS, AND MAY NOT BE OFFERED, SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS REGISTERED UNDER
THE SECURITIES ACT OF 1933, AS AMENDED, AND ANY APPLICABLE STATE SECURITIES LAWS OR AN EXEMPTION FROM REGISTRATION IS AVAILABLE.
IN ADDITION, SUBJECT TO ANY ADDITIONAL LIMITATIONS ON TRANSFER DESCRIBED IN THE LETTER AGREEMENT BY AND AMONG Schultze Special
Purpose Acquisition Corp. II (THE “COMPANY”), Schultze Special Purpose Acquisition Sponsor II, LLC AND THE OTHER PARTIES
THERETO, THE SECURITIES REPRESENTED HEREBY MAY NOT BE SOLD OR TRANSFERRED UNTIL 30 DAYS AFTER THE DATE UPON WHICH THE COMPANY
COMPLETES ITS INITIAL BUSINESS COMBINATION (AS DEFINED IN SECTION 3.2 OF THE WARRANT AGREEMENT REFERRED TO HEREIN) EXCEPT
TO A PERMITTED TRANSFEREE (AS DEFINED IN SECTION 5.6 OF THE WARRANT AGREEMENT) WHO AGREES IN WRITING WITH THE COMPANY TO BE SUBJECT
TO SUCH TRANSFER PROVISIONS.


 


SECURITIES
EVIDENCED HEREBY AND SHARES OF CLASS A COMMON STOCK OF THE COMPANY ISSUED UPON EXERCISE OF SUCH SECURITIES SHALL BE ENTITLED TO
REGISTRATION RIGHTS UNDER A REGISTRATION RIGHTS AGREEMENT TO BE EXECUTED BY THE COMPANY.”


 




    B-1