Exhibit 10.6


 


schultze
special purpose Acquisition Corp. II


800 Westchester
Avenue, Suite S-632


Rye Brook,
NY 10573


 


[●], 2021


 


Schultze Special Purpose Acquisition Sponsor II, LLC


800 Westchester
Avenue, Suite S-632


Rye Brook,
NY 10573


 


Ladies and Gentlemen:


 


This letter will confirm
our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement
(the “Registration Statement”) for the initial public offering (the “IPO”)
of the securities of Schultze Special Purpose Acquisition Corp. II (the “Company”) and continuing until
the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation (in
each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination
Date”), Schultze Special Purpose Acquisition Sponsor II, LLC (the “Sponsor”) shall make
available, or cause to be made available, to the Company certain general and administrative services, including office space, utilities
and administrative support as may be reasonably required by the Company from time to time, situated at 800 Westchester Avenue,
Suite S-632, Rye Brook, NY 10573 (or any successor location). In exchange therefor, the Company shall pay the Sponsor an aggregate
of up to $25,000 per month on the Effective Date and continuing monthly thereafter until the Termination Date. The Sponsor hereby
agrees that it does not have any right, title, interest, cause of action or claim of any kind (each, a “Claim”)
in or to any monies that may be set aside in a trust account (the “Trust Account”) to be established
upon the consummation of the IPO for the benefit of the public stockholders of the Company and hereby waives any Claim it may have
in the future as a result of, or arising out of, any negotiations, contracts or agreements with the Company and will not seek recourse
against the Trust Account for any reason whatsoever.


 


This letter agreement
constitutes the entire agreement and understanding of the parties hereto in respect of its subject matter and supersedes all prior
understandings, agreements, or representations by or among the parties hereto, written or oral, to the extent they relate in any
way to the subject matter hereof or the transactions contemplated hereby.


 


This letter agreement
may not be amended, modified or waived as to any particular provision, except by a written instrument executed by all parties hereto.


 


No party hereto may
assign either this letter agreement or any of its rights, interests, or obligations hereunder without the prior written approval
of the other party. Any purported assignment in violation of this paragraph shall be void and ineffectual and shall not operate
to transfer or assign any interest or title to the purported assignee.


 


This letter agreement
constitutes the entire relationship of the parties hereto, and any litigation between the parties (whether grounded in contract,
tort, statute, law or equity) shall be governed by, construed in accordance with, and interpreted pursuant to the laws of the State
of New York, without giving effect to its choice of laws principles.


 


 


[Signature Page Follows]


 






     


     


    

 





	 	Very truly yours,
	 	 	 
	 	SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II
	 	 	 
	 	By: 	 
	 	 	Name:	 George J. Schultze
	 	 	Title:	 Chief Executive Officer



 





	AGREED TO AND ACCEPTED BY:	 
	 	 	 
	SCHULTZE SPECIAL PURPOSE ACQUISITION SPONSOR II, LLC	 
	 	 	 
	By:	Schultze Asset Management, LP	 
	By:	Schultze Asset Management GP, LLC	 
	 	 	 
	By:	 	 
	 	Name:	 George J. Schultze	 
	 	Title:	Managing Member