Exhibit
10.3


 


REGISTRATION
RIGHTS AGREEMENT


 


THIS
REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of [●], 2021, by and among
Schultze Special Purpose Acquisition Corp. II, a Delaware corporation (the “Company”), Schultze Special
Purpose Acquisition Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), Stifel Venture
Corp. (“Stifel”), and the undersigned parties listed under Investors on the signature page hereto (each
such party, together with the Sponsor, Stifel and any person or entity who hereafter becomes a party to this Agreement pursuant
to Section 6.2, an “Investor” and collectively, the “Investors”).


 


WHEREAS,
the Investors and the Company desire to enter into this Agreement to provide the Investors with certain rights relating to the
registration of the securities held by them as of the date hereof or that may be held by them upon consummation of a Business
Combination (defined below);


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


1.
DEFINITIONS. The following capitalized terms used herein have the following meanings:




 


“Agreement”
means this Agreement, as amended, restated, supplemented, or otherwise modified from time to time.


 


“Business
Combination” means the acquisition of direct or indirect ownership through a merger, capital stock exchange, asset
acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses
or entities.


 


“Commission”
means the Securities and Exchange Commission, or any other Federal agency then administering the Securities Act or the Exchange
Act.


 


“Common
Stock” means the Class A common stock, par value $0.0001 per share, of the Company.


 


“Company”
is defined in the preamble to this Agreement.


 


“Demand
Registration” is defined in Section 2.1.1.


 


“Demanding
Holder” is defined in Section 2.1.1.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated
thereunder, all as the same shall be in effect at the time.


 


“Form
S-1” is defined in Section 2.1.1.


 


“Form
S-3” is defined in Section 2.3.


 


“Founder
Shares” means all of the outstanding shares of Class B common stock, par value $0.0001 per share, of the Company
issued prior to the consummation of its initial public offering and shall be deemed to include the shares of Common Stock issuable
upon conversion thereof.


 


“Indemnified
Party” is defined in Section 4.3.


 


“Indemnifying
Party” is defined in Section 4.3.


 


“Investor”
is defined in the preamble to this Agreement.


 


“Investor
Indemnified Party” is defined in Section 4.1.


 






     


     


    

 


“Maximum
Number of Shares” is defined in Section 2.1.4.


 


“Notices”
is defined in Section 6.3.


 


“Piggy-Back
Registration” is defined in Section 2.2.1.


 


“Private
Placement Warrants” means the Warrants certain of the Investors are privately purchasing simultaneously with the
consummation of the Company’s initial public offering.


 


“Pro
Rata” is defined in Section 2.1.4.


 


“Register,”
“Registered” and “Registration” mean a registration effected by preparing
and filing a registration statement or similar document in compliance with the requirements of the Securities Act, and the applicable
rules and regulations promulgated thereunder, and such registration statement becoming effective.


 


“Registrable
Securities” means (i) the Founder Shares, (ii) the Private Placement Warrants (and underlying securities) and (iii)
the Working Capital Warrants (and underlying securities), if any. Registrable Securities include any warrants, shares of capital
stock or other securities of the Company issued as a dividend or other distribution with respect to or in exchange for or in replacement
of such Founder Shares, Private Placement Warrants (and underlying securities) and Working Capital Warrants (and underlying securities).
As to any particular Registrable Securities, such securities shall cease to be Registrable Securities when: (a) a Registration
Statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities
shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such securities
shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have
been delivered by the Company, and subsequent public distribution of them shall not require registration under the Securities
Act; (c) such securities shall have ceased to be outstanding, or (d) the Registrable Securities are freely saleable under Rule
144 under the Securities Act without volume limitations.


 


“Registration
Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities
Act and the rules and regulations promulgated thereunder for a public offering and sale of equity securities, or securities or
other obligations exercisable or exchangeable for, or convertible into, equity securities (other than a registration statement
on Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in
exchange for securities or assets of another entity).


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.


 


“Shelf”
is defined in Section 2.3.


 


“Sponsor”
is defined in the preamble to this Agreement.


 


“Stifel”
is defined in the preamble to this Agreement.


 


“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of
such dealer’s market-making activities.


 


“Units”
means the units of the Company, each comprised of one share of Common Stock and one-third of one redeemable Warrant.


 


“Warrants”
means the warrants of the Company with each whole warrant entitling the holder to purchase one share of Common Stock.


 


“Working
Capital Warrants” means any Warrants the Sponsor, officers or directors of the Company or their affiliates may be
issued in payment of working capital loans made to the Company.


 






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2. REGISTRATION
RIGHTS.


 


2.1 Demand
Registration.


 


2.1.1 Request
for Registration. At any time and from time to time on or after the date that the Company consummates a Business Combination,
(i) Stifel or (ii) the holders of a majority-in-interest of the Founder Shares, Private Placement Warrants (or underlying securities),
Working Capital Warrants (or underlying securities) or other Registrable Securities, as the case may be, held by the Investors,
officers or directors of the Company or their affiliates, or the transferees of the Investors, may make a written demand for registration
under the Securities Act of all or part of their Founder Shares, Private Placement Warrants (or underlying securities), Working
Capital Warrants (or underlying securities) or other Registrable Securities (excluding Registrable Securities held by Stifel and
its transferees), as the case may be (a “Demand Registration”). Any demand for a Demand Registration
shall specify the number of shares of Registrable Securities proposed to be sold and the intended method(s) of distribution thereof.
The Company will notify all holders of Registrable Securities of the demand, and each holder of Registrable Securities who wishes
to include all or a portion of such holder’s Registrable Securities in the Demand Registration (each such holder including
shares of Registrable Securities in such registration, a “Demanding Holder”) shall so notify the Company
within fifteen (15) days after the receipt by the holder of the notice from the Company. Upon any such request, the Demanding
Holders shall be entitled to have their Registrable Securities included in the Demand Registration, subject to Section 2.1.4 and
the provisos set forth in Section 3.1.1. The Company shall not be obligated to effect more than an aggregate of three (3) Demand
Registrations under this Section 2.1.1 in respect of all Registrable Securities; provided, however, that (i) this limitation shall
not apply to any Demand Registration initiated by Stifel, which shall be governed by Section 3.5, and (ii) a Registration shall
not be counted for such purposes unless a Form S-1 or any similar long-form registration statement that may be available at such
time (“Form S-1”) has become effective and all of the Registrable Securities requested by the Demanding
Holders to be registered on behalf of the Demanding Holders in such Form S-1 Registration have been sold, in accordance with Section
3.1.


 


2.1.2 Effective
Registration. A registration will not count as a Demand Registration until the Registration Statement filed with the Commission
with respect to such Demand Registration has been declared effective and the Company has complied with all of its obligations
under this Agreement with respect thereto; provided, however, that if, after such Registration Statement has been declared effective,
the offering of Registrable Securities pursuant to a Demand Registration is interfered with by any stop order or injunction of
the Commission or any other governmental agency or court, the Registration Statement with respect to such Demand Registration
will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction is removed, rescinded
or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders thereafter elect to continue the offering; provided,
further, that the Company shall not be obligated to file a second Registration Statement until a Registration Statement that has
been filed is counted as a Demand Registration or is terminated.


 


2.1.3 Underwritten
Offering. If a majority-in-interest of the Demanding Holders so elect and such holders so advise the Company as part of their
written demand for a Demand Registration, the offering of such Registrable Securities pursuant to such Demand Registration shall
be in the form of an underwritten offering. In such event, the right of any holder to include its Registrable Securities in such
registration shall be conditioned upon such holder’s participation in such underwriting and the inclusion of such holder’s
Registrable Securities in the underwriting to the extent provided herein. All Demanding Holders proposing to distribute their
Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the Underwriter
or Underwriters selected for such underwriting by a majority-in-interest of the holders initiating the Demand Registration.


 


2.1.4 Reduction
of Offering. If the managing Underwriter or Underwriters for a Demand Registration that is to be an underwritten offering
advises the Company and the Demanding Holders in writing that the dollar amount or number of shares of Registrable Securities
which the Demanding Holders desire to sell, taken together with all other shares of Common Stock or other securities which the
Company desires to sell and the shares of Common Stock, if any, as to which registration has been requested pursuant to written
contractual piggy-back registration rights held by other stockholders of the Company who desire to sell, exceeds the maximum dollar
amount or maximum number of shares that can be sold in such offering without adversely affecting the proposed offering price,
the timing, the distribution method, or the probability of success of such offering (such maximum dollar amount or maximum number
of shares, as applicable, the “Maximum Number of Shares”), then the Company shall include in such registration:
(i) first, the Registrable Securities as to which Demand Registration has been requested by the Demanding Holders (pro rata in
accordance with the number of shares that each such person has requested be included in such registration, regardless of the number
of shares held by each such person (such proportion is referred to herein as “Pro Rata”)) that can be
sold without exceeding the Maximum Number of Shares; (ii) second, to the extent that the Maximum Number of Shares has not been
reached under the foregoing clause (i), the shares of Common Stock or other securities that the Company desires to sell that can
be sold without exceeding the Maximum Number of Shares; and (iii) third, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clauses (i) and (ii), the shares of Common Stock or other securities for the account of other
persons that the Company is obligated to register pursuant to written contractual arrangements with such persons and that can
be sold without exceeding the Maximum Number of Shares.


 






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2.1.5 Withdrawal.
If a majority-in-interest of the Demanding Holders or Stifel (in the case of a Registration pursuant to Section 2.1 demanded by
Stifel) disapprove of the terms of any underwriting or are not entitled to include all of their Registrable Securities in any
offering, such majority-in-interest of the Demanding Holders or Stifel, as applicable, may elect to withdraw from such offering
by giving written notice to the Company and the Underwriter or Underwriters of their request to withdraw prior to the effectiveness
of the Registration Statement filed with the Commission with respect to such Demand Registration. If the majority-in-interest
of the Demanding Holders or Stifel withdraws from a proposed offering relating to a Demand Registration, then such registration
shall not count as a Demand Registration provided for in Section 2.1; provided that if the Company pays expenses related to a
Demand Registration initiated by Stifel, such registration shall count as a Demand Registration for purposes of Section 3.5.


 


2.2 Piggy-Back
Registration.


 


2.2.1 Piggy-Back
Rights. If at any time on or after the date the Company consummates a Business Combination the Company proposes to file a
Registration Statement under the Securities Act with respect to an offering of equity securities, or securities or other obligations
exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for stockholders
of the Company for their account (or by the Company and by stockholders of the Company including, without limitation, pursuant
to Section 2.1), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan,
(ii) for an exchange offer or offering of securities solely to the Company’s existing stockholders, (iii) for an offering
of debt that is convertible into equity securities of the Company or (iv) for a dividend reinvestment plan, then the Company shall
(x) give written notice of such proposed filing to the holders of Registrable Securities as soon as practicable but in no event
less than ten (10) days before the anticipated filing date, which notice shall describe the amount and type of securities to be
included in such offering, the intended method(s) of distribution, and the name of the proposed managing Underwriter or Underwriters,
if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the
sale of such number of shares of Registrable Securities as such holders may request in writing within five (5) days following
receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities
to be included in such registration and shall use its best efforts to cause the managing Underwriter or Underwriters of a proposed
underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms
and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities
in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute
their securities through a Piggy-Back Registration that involves an Underwriter or Underwriters shall enter into an underwriting
agreement in customary form with the Underwriter or Underwriters selected for such Piggy-Back Registration.


 


2.2.2 Reduction
of Offering. If the managing Underwriter or Underwriters for a Piggy-Back Registration that is to be an underwritten offering
advises the Company and the holders of Registrable Securities in writing that the dollar amount or number of shares of Common
Stock which the Company desires to sell, taken together with shares of Common Stock, if any, as to which registration has been
demanded pursuant to separate written contractual arrangements with persons or entities other than the holders of Registrable
Securities hereunder, the Registrable Securities as to which registration has been requested under this Section 2.2, and the shares
of Common Stock, if any, as to which registration has been requested pursuant to the written contractual piggy-back registration
rights of other stockholders of the Company, exceeds the Maximum Number of Shares, then the Company shall include in any such
registration:


 


(a)
If the registration is undertaken for the Company’s account: (A) the shares of Common Stock or other securities that the
Company desires to sell that can be sold without exceeding the Maximum Number of Shares; (B) to the extent that the Maximum Number
of Shares has not been reached under the foregoing clause (A), the shares of Common Stock or other securities, if any, comprised
of Registrable Securities, as to which registration has been requested pursuant to the applicable written contractual piggy-back
registration rights of such security holders, Pro Rata, that can be sold without exceeding the Maximum Number of Shares; and (C)
to the extent that the Maximum Number of Shares has not been reached under the foregoing clauses (A) and (B), the shares of Common
Stock or other securities for the account of other persons that the Company is obligated to register pursuant to written contractual
piggy-back registration rights with such persons and that can be sold without exceeding the Maximum Number of Shares; and


 






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(b)
If the registration is a “demand” registration undertaken at the demand of persons other than either the holders of
Registrable Securities, (A) first, the shares of Common Stock or other securities for the account of the demanding persons that
can be sold without exceeding the Maximum Number of Shares; (B) second, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clause (A), the shares of Common Stock or other securities that the Company desires to sell that
can be sold without exceeding the Maximum Number of Shares; (C) third, to the extent that the Maximum Number of Shares has not
been reached under the foregoing clauses (A) and (B), collectively, the shares of Common Stock or other securities comprised of
Registrable Securities, Pro Rata, as to which registration has been requested pursuant to the terms hereof, that can be sold without
exceeding the Maximum Number of Shares; and (D) fourth, to the extent that the Maximum Number of Shares has not been reached under
the foregoing clauses (A), (B) and (C), the shares of Common Stock or other securities for the account of other persons that the
Company is obligated to register pursuant to written contractual arrangements with such persons, that can be sold without exceeding
the Maximum Number of Shares.


 


2.2.3 Withdrawal.
Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities
in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness
of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making
a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness
of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders
of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 3.3.


 


2.3 Shelf
Registrations. The holders of Registrable Securities may at any time and from time to time request in writing that the Company
register the resale of any or all of such Registrable Securities on Form S-3 or any similar short-form registration that may be
available at such time (“Form S-3”) or if the Company is ineligible to use Form S-3, on Form S-1; a
registration statement filed pursuant to this Section 2.3 (a “Shelf”) shall provide for the resale of
the Registrable Securities included therein pursuant to any method or combination of methods legally available to, and requested
by, any Investor. Upon receipt of such written request, the Company will promptly give written notice of the proposed registration
to all other holders of Registrable Securities, and, as soon as practicable thereafter, effect the registration of all or such
portion of such holder’s or holders’ Registrable Securities as are specified in such request, together with all or
such portion of the Registrable Securities or other securities of the Company, if any, of any other holder or holders joining
in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from
the Company; provided, however, that the Company shall not be obligated to effect any such registration pursuant to this Section
2.3 if the holders of the Registrable Securities, together with the holders of any other securities of the Company entitled to
inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at any aggregate price
to the public of less than $10,000,000. The Company shall maintain each Shelf in accordance with the terms hereof, and shall prepare
and file with the Commission such amendments, including post-effective amendments, and supplements as may be necessary to keep
such Shelf continuously effective, available for use and in compliance with the provisions of the Securities Act until such time
as there are no longer any Registrable Securities included on such Shelf. In the event the Company files a Shelf on Form S-1,
the Company shall use its commercially reasonable efforts to convert the Form S-1 to a Form S-3 as soon as practicable after the
Company is eligible to use Form S-3.


 


3. REGISTRATION
PROCEDURES.


 


3.1 Filings;
Information. Whenever the Company is required to effect the registration of any Registrable Securities pursuant to Section
2, the Company shall use its best efforts to effect the registration and sale of such Registrable Securities in accordance with
the intended method(s) of distribution thereof as expeditiously as practicable, and in connection with any such request:


 


3.1.1 Filing
Registration Statement. The Company shall use its best efforts to, as expeditiously as possible after receipt of a request
for a Demand Registration pursuant to Section 2.1, prepare and file with the Commission a Registration Statement on any form for
which the Company then qualifies or which counsel for the Company shall deem appropriate and which form shall be available for
the sale of all Registrable Securities to be registered thereunder in accordance with the intended method(s) of distribution thereof,
and shall use its best efforts to cause such Registration Statement to become effective and use its best efforts to keep it effective
for the period required by Section 3.1.3; provided, however, that the Company shall have the right to defer any Demand Registration
for up to thirty (30) days, and any Piggy-Back Registration for such period as may be applicable to deferment of any Demand Registration
to which such Piggy-Back Registration relates, in each case if the Company shall furnish to the holders a certificate signed by
the President or Chairman of the Company stating that, in the good faith judgment of the Board of Directors of the Company, it
would be materially detrimental to the Company and its stockholders for such Registration Statement to be effected at such time;
provided further, however, that the Company shall not have the right to exercise the right set forth in the immediately preceding
proviso more than once in any 365-day period in respect of a Demand Registration hereunder.


 






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3.1.2 Copies.
The Company shall, prior to filing a Registration Statement or prospectus, or any amendment or supplement thereto, furnish without
charge to the holders of Registrable Securities included in such registration, and such holders’ legal counsel, copies of
such Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case
including all exhibits thereto and documents incorporated by reference therein), the prospectus included in such Registration
Statement (including each preliminary prospectus), and such other documents as the holders of Registrable Securities included
in such registration or legal counsel for any such holders may request in order to facilitate the disposition of the Registrable
Securities owned by such holders.


 


3.1.3 Amendments
and Supplements. The Company shall prepare and file with the Commission such amendments, including post-effective amendments,
and supplements to such Registration Statement and the prospectus used in connection therewith as may be necessary to keep such
Registration Statement effective and in compliance with the provisions of the Securities Act until all Registrable Securities
and other securities covered by such Registration Statement have been disposed of in accordance with the intended method(s) of
distribution set forth in such Registration Statement or such securities have been withdrawn.


 


3.1.4 Notification.
After the filing of a Registration Statement, the Company shall promptly, and in no event more than two (2) business days after
such filing, notify the holders of Registrable Securities included in such Registration Statement of such filing, and shall further
notify such holders promptly and confirm such advice in writing in all events within two (2) business days of the occurrence of
any of the following: (i) when such Registration Statement becomes effective; (ii) when any post-effective amendment to such Registration
Statement becomes effective; (iii) the issuance or threatened issuance by the Commission of any stop order (and the Company shall
take all actions required to prevent the entry of such stop order or to remove it if entered); and (iv) any request by the Commission
for any amendment or supplement to such Registration Statement or any prospectus relating thereto or for additional information
or of the occurrence of an event requiring the preparation of a supplement or amendment to such prospectus so that, as thereafter
delivered to the purchasers of the securities covered by such Registration Statement, such prospectus will not contain an untrue
statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements
therein not misleading, and promptly make available to the holders of Registrable Securities included in such Registration Statement
any such supplement or amendment; except that before filing with the Commission a Registration Statement or prospectus or any
amendment or supplement thereto, including documents incorporated by reference, the Company shall furnish to the holders of Registrable
Securities included in such Registration Statement and to the legal counsel for any such holders, copies of all such documents
proposed to be filed sufficiently in advance of filing to provide such holders and legal counsel with a reasonable opportunity
to review such documents and comment thereon, and the Company shall not file any Registration Statement or prospectus or amendment
or supplement thereto, including documents incorporated by reference, to which such holders or their legal counsel shall object.


 


3.1.5 State
Securities Laws Compliance. The Company shall use its best efforts to (i) register or qualify the Registrable Securities covered
by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States
as the holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution)
may request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to
be registered with or approved by such other governmental authorities as may be necessary by virtue of the business and operations
of the Company and do any and all other acts and things that may be necessary or advisable to enable the holders of Registrable
Securities included in such Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions;
provided, however, that the Company shall not be required to qualify generally to do business in any jurisdiction where it would
not otherwise be required to qualify but for this paragraph or subject itself to taxation in any such jurisdiction.


 






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3.1.6 Agreements
for Disposition. The Company shall enter into customary agreements (including, if applicable, an underwriting agreement in
customary form) and take such other actions as are reasonably required in order to expedite or facilitate the disposition of such
Registrable Securities. The representations, warranties and covenants of the Company in any underwriting agreement which are made
to or for the benefit of any Underwriters, to the extent applicable, shall also be made to and for the benefit of the holders
of Registrable Securities included in such Registration Statement. No holder of Registrable Securities included in such Registration
Statement shall be required to make any representations or warranties in the underwriting agreement except, if applicable, with
respect to such holder’s organization, good standing, authority, title to Registrable Securities, lack of conflict of such
sale with such holder’s material agreements and organizational documents, and with respect to written information relating
to such holder that such holder has furnished in writing expressly for inclusion in such Registration Statement.


 


3.1.7 Cooperation.
The principal executive officer of the Company, the principal financial officer of the Company, the principal accounting officer
of the Company and all other officers and members of the management of the Company shall cooperate fully in any offering of Registrable
Securities hereunder, which cooperation shall include, without limitation, the preparation of the Registration Statement with
respect to such offering and all other offering materials and related documents, and participation in meetings with Underwriters,
attorneys, accountants and potential investors.


 


3.1.8 Records.
The Company shall make available for inspection by the holders of Registrable Securities included in such Registration Statement,
any Underwriter participating in any disposition pursuant to such Registration Statement and any attorney, accountant or other
professional retained by any holder of Registrable Securities included in such Registration Statement or any Underwriter, all
financial and other records, pertinent corporate documents and properties of the Company, as shall be necessary to enable them
to exercise their due diligence responsibility, and cause the Company’s officers, directors and employees to supply all
information requested by any of them in connection with such Registration Statement.


 


3.1.9 Opinions
and Comfort Letters. The Company shall furnish to each holder of Registrable Securities included in any Registration Statement
a signed counterpart, addressed to such holder, of (i) any opinion of counsel to the Company delivered to any Underwriter and
(ii) any comfort letter from the Company’s independent public accountants delivered to any Underwriter. In the event no
legal opinion is delivered to any Underwriter, the Company shall furnish to each holder of Registrable Securities included in
such Registration Statement, at any time that such holder elects to use a prospectus, an opinion of counsel to the Company to
the effect that the Registration Statement containing such prospectus has been declared effective and that no stop order is in
effect.


 


3.1.10 Earnings
Statement. The Company shall comply with all applicable rules and regulations of the Commission and the Securities Act, and
make available to its stockholders, as soon as practicable, an earnings statement covering a period of twelve (12) months, which
earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder.


 


3.1.11 Listing.
The Company shall use its best efforts to cause all Registrable Securities included in any registration to be listed on such exchanges
or otherwise designated for trading in the same manner as similar securities issued by the Company are then listed or designated
or, if no such similar securities are then listed or designated, in a manner satisfactory to the holders of a majority of the
Registrable Securities included in such registration.


 


3.1.12 Road
Show. If the registration involves the registration of Registrable Securities involving gross proceeds in excess of $25,000,000,
the Company shall use its reasonable efforts to make available senior executives of the Company to participate in customary “road
show” presentations that may be reasonably requested by the Underwriter in any underwritten offering.


 






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3.2 Obligation
to Suspend Distribution. Upon receipt of any notice from the Company of the happening of any event of the kind described in
Section 3.1.4(iv), or, in the case of a resale registration on a Shelf pursuant to Section 2.3 hereof, upon any suspension by
the Company, pursuant to a written insider trading compliance program adopted by the Company’s Board of Directors, of the
ability of all “insiders” covered by such program to transact in the Company’s securities because of the existence
of material non-public information, each holder of Registrable Securities included in any registration shall immediately discontinue
disposition of such Registrable Securities pursuant to the Registration Statement covering such Registrable Securities until such
holder receives the supplemented or amended prospectus contemplated by Section 3.1.4(iv) or the restriction on the ability of
“insiders” to transact in the Company’s securities is removed, as applicable, and, if so directed by the Company,
each such holder will deliver to the Company all written copies, other than permanent file copies then in such holder’s
possession, of the most recent prospectus covering such Registrable Securities at the time of receipt of such notice.


 


3.3 Registration
Expenses. The Company shall bear all costs and expenses incurred in connection with any Demand Registration pursuant to Section
2.1, any Piggy-Back Registration pursuant to Section 2.2, and any registration on a Shelf effected pursuant to Section 2.3, and
all expenses incurred in performing or complying with its other obligations under this Agreement, whether or not the Registration
Statement becomes effective, including, without limitation: (i) all registration and filing fees; (ii) fees and expenses of compliance
with securities or “blue sky” laws (including fees and disbursements of counsel in connection with blue sky qualifications
of the Registrable Securities); (iii) printing expenses; (iv) the Company’s internal expenses (including, without limitation,
all salaries and expenses of its officers and employees); (v) the fees and expenses incurred in connection with the listing of
the Registrable Securities as required by Section 3.1.11; (vi) Financial Industry Regulatory Authority fees; (vii) fees and disbursements
of counsel for the Company and fees and expenses for independent certified public accountants retained by the Company (including
the expenses or costs associated with the delivery of any opinions or comfort letters requested pursuant to Section 3.1.9); (viii)
the fees and expenses of any special experts retained by the Company in connection with such registration; and (ix) the fees and
expenses of one legal counsel selected by the holders of a majority-in-interest of the Registrable Securities included in such
registration. The Company shall have no obligation to pay any underwriting discounts or selling commissions attributable to the
Registrable Securities being sold by the holders thereof, which underwriting discounts or selling commissions shall be borne by
such holders. Additionally, in an underwritten offering, all selling stockholders and the Company shall bear the expenses of the
Underwriter pro rata in proportion to the respective amount of shares each is selling in such offering.


 


3.4 Information.
The holders of Registrable Securities shall provide such information as may reasonably be requested by the Company, or the managing
Underwriter, if any, in connection with the preparation of any Registration Statement, including amendments and supplements thereto,
in order to effect the registration of any Registrable Securities under the Securities Act pursuant to Section 2 and in connection
with the Company’s obligation to comply with federal and applicable state securities laws.


 


3.5 Limitations
on Registration Rights. Notwithstanding anything herein to the contrary, (i) Stifel may not exercise its rights under Sections
2.1 and 2.2 hereunder after five (5) and seven (7) years, respectively, from the commencement of sales of the Company’s
initial public offering pursuant to the Company’s registration statement on Form S-1 (File No. 333-[●]), and (ii)
Stifel may not exercise its rights under Section 2.1 more than one time.


 


4. INDEMNIFICATION
AND CONTRIBUTION.


 


4.1 Indemnification
by the Company. The Company agrees to indemnify and hold harmless each Investor and each other holder of Registrable Securities,
and each of their respective officers, employees, affiliates, directors, partners, members, attorneys and agents, and each person,
if any, who controls an Investor and each other holder of Registrable Securities (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) (each, an “Investor Indemnified Party”), from and against any
expenses, losses, judgments, claims, damages or liabilities, whether joint or several, arising out of or based upon any untrue
statement (or allegedly untrue statement) of a material fact contained in any Registration Statement under which the sale of such
Registrable Securities was registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus
contained in the Registration Statement, or any amendment or supplement to such Registration Statement, or arising out of or based
upon any omission (or alleged omission) to state a material fact required to be stated therein or necessary to make the statements
therein not misleading, or any violation by the Company of the Securities Act or any rule or regulation promulgated thereunder
applicable to the Company and relating to action or inaction required of the Company in connection with any such registration;
and the Company shall promptly reimburse the Investor Indemnified Party for any legal and any other expenses reasonably incurred
by such Investor Indemnified Party in connection with investigating and defending any such expense, loss, judgment, claim, damage,
liability or action whether or not any such person is a party to any such claim or action and including any and all legal and
other expenses incurred in giving testimony or furnishing documents in response to a subpoena or otherwise; provided, however,
that the Company will not be liable in any such case to the extent that any such expense, loss, claim, damage or liability arises
out of or is based upon any untrue statement or allegedly untrue statement or omission or alleged omission made in such Registration
Statement, preliminary prospectus, final prospectus, or summary prospectus, or any such amendment or supplement, in reliance upon
and in conformity with information furnished to the Company, in writing, by such selling holder expressly for use therein. The
Company also shall indemnify any Underwriter of the Registrable Securities, their officers, affiliates, directors, partners, members
and agents and each person who controls such Underwriter on substantially the same basis as that of the indemnification provided
above in this Section 4.1.


 






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4.2 Indemnification
by Holders of Registrable Securities. Subject to the limitations set forth in Section 4.4.3 hereof, each selling holder of
Registrable Securities will, in the event that any registration is being effected under the Securities Act pursuant to this Agreement
of any Registrable Securities held by such selling holder, indemnify and hold harmless the Company, each of its directors and
officers and each Underwriter (if any), and each other selling holder and each other person, if any, who controls another selling
holder or such Underwriter within the meaning of the Securities Act, against any losses, claims, judgments, damages or liabilities,
whether joint or several, insofar as such losses, claims, judgments, damages or liabilities (or actions in respect thereof) arise
out of or are based upon any untrue statement or allegedly untrue statement of a material fact contained in any Registration Statement
under which the sale of such Registrable Securities was registered under the Securities Act, any preliminary prospectus, final
prospectus or summary prospectus contained in the Registration Statement, or any amendment or supplement to the Registration Statement,
or arise out of or are based upon any omission or the alleged omission to state a material fact required to be stated therein
or necessary to make the statement therein not misleading, if the statement or omission was made in reliance upon and in conformity
with information furnished in writing to the Company by such selling holder expressly for use therein, and shall reimburse the
Company, its directors and officers, and each other selling holder or controlling person for any legal or other expenses reasonably
incurred by any of them in connection with investigation or defending any such loss, claim, damage, liability or action. Each
selling holder’s indemnification obligations hereunder shall be several and not joint and shall be limited to the amount
of any net proceeds actually received by such selling holder.


 


4.3 Conduct
of Indemnification Proceedings. Promptly after receipt by any person of any notice of any loss, claim, damage or liability
or any action in respect of which indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the “Indemnified
Party”) shall, if a claim in respect thereof is to be made against any other person for indemnification hereunder,
notify such other person (the “Indemnifying Party”) in writing of the loss, claim, judgment, damage,
liability or action; provided, however, that the failure by the Indemnified Party to notify the Indemnifying Party shall not relieve
the Indemnifying Party from any liability which the Indemnifying Party may have to such Indemnified Party hereunder, except and
solely to the extent the Indemnifying Party is actually prejudiced by such failure. If the Indemnified Party is seeking indemnification
with respect to any claim or action brought against the Indemnified Party, then the Indemnifying Party shall be entitled to participate
in such claim or action, and, to the extent that it wishes, jointly with all other Indemnifying Parties, to assume control of
the defense thereof with counsel satisfactory to the Indemnified Party. After notice from the Indemnifying Party to the Indemnified
Party of its election to assume control of the defense of such claim or action, the Indemnifying Party shall not be liable to
the Indemnified Party for any legal or other expenses subsequently incurred by the Indemnified Party in connection with the defense
thereof other than reasonable costs of investigation; provided, however, that in any action in which both the Indemnified Party
and the Indemnifying Party are named as defendants, the Indemnified Party shall have the right to employ separate counsel (but
no more than one such separate counsel) to represent the Indemnified Party and its controlling persons who may be subject to liability
arising out of any claim in respect of which indemnity may be sought by the Indemnified Party against the Indemnifying Party,
with the fees and expenses of such counsel to be paid by such Indemnifying Party if, based upon the written advice of counsel
of such Indemnified Party, representation of both parties by the same counsel would be inappropriate due to actual or potential
differing interests between them. No Indemnifying Party shall, without the prior written consent of the Indemnified Party, consent
to entry of judgment or effect any settlement of any claim or pending or threatened proceeding in respect of which the Indemnified
Party is or could have been a party and indemnity could have been sought hereunder by such Indemnified Party, unless such judgment
or settlement includes an unconditional release of such Indemnified Party from all liability arising out of such claim or proceeding.


 






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4.4 Contribution.


 


4.4.1 If
the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3 is unavailable to any Indemnified Party in respect
of any loss, claim, damage, liability or action referred to herein, then each such Indemnifying Party, in lieu of indemnifying
such Indemnified Party, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim,
damage, liability or action in such proportion as is appropriate to reflect the relative fault of the Indemnified Parties and
the Indemnifying Parties in connection with the actions or omissions which resulted in such loss, claim, damage, liability or
action, as well as any other relevant equitable considerations. The relative fault of any Indemnified Party and any Indemnifying
Party shall be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact
or the omission or alleged omission to state a material fact relates to information supplied by such Indemnified Party or such
Indemnifying Party and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.


 


4.4.2 The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.4 were determined by pro
rata allocation or by any other method of allocation which does not take account of the equitable considerations referred to in
the immediately preceding Section 4.4.1.


 


4.4.3 The
amount paid or payable by an Indemnified Party as a result of any loss, claim, damage, liability or action referred to in the
immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses
incurred by such Indemnified Party in connection with investigating or defending any such action or claim. Notwithstanding the
provisions of this Section 4.4, no holder of Registrable Securities shall be required to contribute any amount in excess of the
dollar amount of the net proceeds (after payment of any underwriting fees, discounts, commissions or taxes) actually received
by such holder from the sale of Registrable Securities which gave rise to such contribution obligation. No person guilty of fraudulent
misrepresentation (within the meaning of Section 11(f) of the Securities Act) with respect to any action shall be entitled to
contribution in such action from any person who was not guilty of such fraudulent misrepresentation.


 


5. UNDERWRITING
AND DISTRIBUTION.


 


5.1 Rule
144. The Company covenants that it shall file any reports required to be filed by it under the Securities Act and the Exchange
Act and shall take such further action as the holders of Registrable Securities may reasonably request, all to the extent required
from time to time to enable such holders to sell Registrable Securities without registration under the Securities Act within the
limitation of the exemptions provided by Rule 144 under the Securities Act, as such Rules may be amended from time to time, or
any similar rule or regulation hereafter adopted by the Commission.


 


6. MISCELLANEOUS.


 


6.1 Other
Registration Rights. The Company represents and warrants that no person, other than the holders of the Registrable Securities,
has any right to require the Company to register any shares of the Company’s capital stock for sale or to include shares
of the Company’s capital stock in any registration filed by the Company for the sale of shares of capital stock for its
own account or for the account of any other person.


 


6.2 Assignment;
No Third Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may not be assigned
or delegated by the Company in whole or in part. This Agreement and the rights, duties and obligations of the holders of Registrable
Securities hereunder may be freely assigned or delegated by such holder of Registrable Securities in conjunction with and to the
extent of any transfer of Registrable Securities by any such holder. This Agreement and the provisions hereof shall be binding
upon and shall inure to the benefit of each of the parties, to the permitted assigns of the Investors or holder of Registrable
Securities or of any assignee of the Investors or holder of Registrable Securities. This Agreement is not intended to confer any
rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this Section 6.2.


 






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6.3 Notices.
All notices, demands, requests, consents, approvals or other communications (collectively, “Notices”)
required or permitted to be given hereunder or which are given with respect to this Agreement shall be in writing and shall be
personally served, delivered by reputable air courier service with charges prepaid, or transmitted by hand delivery, telegram,
telex or facsimile, addressed as set forth below, or to such other address as such party shall have specified most recently by
written notice. Notice shall be deemed given on the date of service or transmission if personally served or transmitted by telegram,
telex or facsimile; provided, that if such service or transmission is not on a business day or is after normal business hours,
then such notice shall be deemed given on the next business day. Notice otherwise sent as provided herein shall be deemed given
on the next business day following timely delivery of such notice to a reputable air courier service with an order for next-day
delivery.


 


To
the Company:


 


Schultze
Special Purpose Acquisition Corp. II


800
Westchester Avenue, Suite S-632


Rye
Brook, NY 10573


Attn:
Scarlett Du


 


with
a copy to:


 


Greenberg
Traurig, LLP


1750
Tysons Boulevard, Suite 1000


McLean,
VA 22102


Attn:
Jason T. Simon, Esq.


 


To
an Investor, to the address set forth below such Investor’s name on Exhibit A hereto.


 


6.4 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 that is valid and enforceable.


 


6.5 Counterparts.
This Agreement may be executed in multiple counterparts, each of which shall be deemed an original, and all of which taken together
shall constitute one and the same instrument. Delivery of a signed counterpart of this Agreement by facsimile or email/pdf transmission
shall constitute valid and sufficient delivery thereof.


 


6.6 Entire
Agreement. This Agreement (including all agreements entered into pursuant hereto and all certificates and instruments delivered
pursuant hereto and thereto) constitute the entire agreement of the parties with respect to the subject matter hereof and supersede
all prior and contemporaneous agreements, representations, understandings, negotiations and discussions between the parties, whether
oral or written.


 


6.7 Modifications
and Amendments. No amendment, modification or termination of this Agreement shall be binding upon any party unless executed
in writing by such party.


 


6.8 Titles
and Headings. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction
of any provision of this Agreement.


 


6.9 Waivers
and Extensions. Any party to this Agreement may waive any right, breach or default which such party has the right to waive,
provided that such waiver will not be effective against the waiving party unless it is in writing, is signed by such party, and
specifically refers to this Agreement. Waivers may be made in advance or after the right waived has arisen or the breach or default
waived has occurred. Any waiver may be conditional. No waiver of any breach of any agreement or provision herein contained shall
be deemed a waiver of any preceding or succeeding breach thereof nor of any other agreement or provision herein contained. No
waiver or extension of time for performance of any obligations or acts shall be deemed a waiver or extension of the time for performance
of any other obligations or acts.


 






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6.10 Remedies
Cumulative. In the event that the Company fails to observe or perform any covenant or agreement to be observed or performed
under this Agreement, the Investor or any other holder of Registrable Securities may proceed to protect and enforce its rights
by suit in equity or action at law, whether for specific performance of any term contained in this Agreement or for an injunction
against the breach of any such term or in aid of the exercise of any power granted in this Agreement or to enforce any other legal
or equitable right, or to take any one or more of such actions, without being required to post a bond. None of the rights, powers
or remedies conferred under this Agreement shall be mutually exclusive, and each such right, power or remedy shall be cumulative
and in addition to any other right, power or remedy, whether conferred by this Agreement or now or hereafter available at law,
in equity, by statute or otherwise.


 


6.11 Governing
Law. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal laws of the State
of New York applicable to agreements made and to be performed within the State of New York, without giving effect to any choice-of-law
provisions thereof that would compel the application of the substantive laws of any other jurisdiction. The Company irrevocably
submits to the nonexclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York,
Borough of Manhattan, over any suit, action or proceeding arising out of or relating to this Agreement. The Company irrevocably
waives, to the fullest extent permitted by law, any objection that they may now or hereafter have to the laying of venue of any
such suit, action or proceeding brought in such a court and any claim that any such suit, action or proceeding brought in such
a court has been brought in an inconvenient forum.


 


6.12 Waiver
of Trial by Jury. EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES THE RIGHT
TO A TRIAL BY JURY IN ANY ACTION, SUIT, COUNTERCLAIM OR OTHER PROCEEDING (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE) ARISING
OUT OF, CONNECTED WITH OR RELATING TO THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY, OR THE ACTIONS OF THE INVESTORS IN
THE NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.


 


 


[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]


 






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IN
WITNESS WHEREOF, the parties have caused this Registration Rights Agreement to be executed and delivered by their duly authorized
representatives as of the date first written above.


 





	 	COMPANY:
	 	 	 
	 	Schultze Special Purpose
    Acquisition Corp. ii
	 	 	 
	 	By:	 
	 	 	Name:	George J. Schultze
	 	 	Title:	Chief Executive Officer
	 	 	 
	 	 	 
	 	INVESTORS:
	 	 	 
	 	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
	 	 	 
	 	 	 
	 	STIFEL
    VENTURE CORP.
	 	 	 
	 	By:	 
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 	 
	 	William G.
    LaPerch
	 	 	 
	 	 	 
	 	William T.
    Allen
	 	 	 
	 	 	 
	 	John J. Walker
	 	 	 
	 	 	 
	 	[●]



 


 



[Signature
Page to Registration Rights Agreement]


 



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EXHIBIT
A


 


	Name
    and Address of Investor	
	 	
	Schultze
                                         Special Purpose Acquisition Sponsor II, LLC

        800
        Westchester Avenue, Suite S-632

        Rye
        Brook, NY 10573

         

        Stifel
        Venture Corp.

        [c/o
        Stifel, Nicolaus & Company, Incorporated

        1
        South Street, 15th Floor

        Baltimore,
        MD 21202]

         

        William
        G. LaPerch

        c/o
        Schultze Special Purpose Acquisition Corp. II

        800
        Westchester Avenue, Suite S-632

        Rye
        Brook, NY 10573

         

        William
        T. Allen

        c/o
        Schultze Special Purpose Acquisition Corp. II

        800
        Westchester Avenue, Suite S-632

        Rye
        Brook, NY 10573

         

        John
        J. Walker

        c/o
        Schultze Special Purpose Acquisition Corp. II

        800
        Westchester Avenue, Suite S-632

        Rye
        Brook, NY 10573

         

        [●]

        
	



 




    A-1