Exhibit 10.8


 


THIS AMENDED AND RESTATED PROMISSORY NOTE (THIS “NOTE”)
HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”).  THIS NOTE HAS BEEN
ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE
SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE MAKER THAT SUCH REGISTRATION IS NOT
REQUIRED.  


 


AMENDED AND RESTATED PROMISSORY NOTE


 


	Principal Amount:  Up to $250,000	Dated as of June 30, 2021


 


WHEREAS, on January 15, 2021,
Schultze Special Purpose Acquisition Corp. II, a Delaware corporation (the “Maker”), issued that certain Promissory
Note (the “Original Note”) to Schultze Special Purpose Acquisition Sponsor II, LLC, a Delaware limited liability company,
or its registered assigns or successors in interest (the “Payee”);
and


 


WHEREAS, Maker and Payee desire
to amend and restate in its entirety the Original Note on the terms and conditions provided in this Note.


 


NOW THEREFORE, in consideration
of the mutual covenants contained herein and other good and valuable consideration, the existence and sufficiency of which is expressly
recognized by each of the parties hereto, the parties agree as follows:


 


Maker hereby promises to pay to the order of Payee, or order, the principal
sum of Two Hundred Fifty Thousand Dollars ($250,000), or such lesser amount as shall have been advanced by Payee to Maker and shall remain
unpaid under this Note, in lawful money of the United States of America, on the terms and conditions described below.  All payments
on this Note shall be made by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account
as the Payee may from time to time designate by written notice in accordance with the provisions of this Note.


 


1.            Principal. The principal balance of this Note shall be payable on the earlier
of: (i) December 31, 2021 and (ii) the date on which Maker consummates an initial public offering of its securities (the “IPO”). The
principal balance may be prepaid at any time.


 


2.           
Interest. No interest shall accrue on the unpaid principal balance of this Note.


 


3.            Drawdown
Requests. The principal of this Note may be drawn down from time to time prior
to the earlier of: (i) December 31, 2021 and (ii) the date on which Maker consummates the IPO, upon request from Maker to Payee (each,
a “Drawdown Request”). Payee shall fund each Drawdown Request within five (5) business days after receipt of a Drawdown
Request; provided, however, that the maximum amount of drawdowns collectively under this Note is Two Hundred Fifty Thousand Dollars
($250,000). Once an amount is drawn down under this Note, it shall not be available for future Drawdown Requests even if prepaid. No fees,
payments or other amounts shall be due to Payee in connection with, or as a result of, any Drawdown Request by Maker.


 


4.            Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum
due under this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges
and finally to the reduction of the unpaid principal balance of this Note.


 


5.            Events
of Default. The following shall constitute an event of default (“Event of Default”):


 


(a)          Failure
to Make Required Payments. Failure by Maker to pay the principal amount due pursuant to this Note within five (5) business
days of the date specified in Section 1 above.


 


(b)          Voluntary
Bankruptcy, Etc. The commencement by Maker of a voluntary case under any applicable bankruptcy, insolvency, reorganization,
rehabilitation or other similar law, or the consent by it to the appointment of or taking possession by a receiver, liquidator,
assignee, trustee, custodian, sequestrator (or other similar official) of Maker or for any substantial part of its property, or
the making by it of any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts
become due, or the taking of corporate action by Maker in furtherance of any of the foregoing.


 




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(c)          Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker
in an involuntary case under any applicable bankruptcy, insolvency or other similar law, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) of Maker or for any substantial part of its property, or ordering
the winding-up or liquidation of its affairs, and the continuance of any such decree or order unstayed and in effect for a period
of 60 consecutive days.


 


6.            Remedies.


 


(a)          Upon
the occurrence of an Event of Default specified in Section 5(a) hereof, Payee may, by written notice to Maker, declare this Note
to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable thereunder,
shall become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby
expressly waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding.


 


(b)          Upon
the occurrence of an Event of Default specified in Sections 5(b) or 5(c), the unpaid principal balance of this Note, and all other
sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action
on the part of Payee.


 


7.            Waivers. Maker
and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor, protest,
and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee under
the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property,
real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution,
or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any
real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may
be sold upon any such writ in whole or in part in any order desired by Payee.


 


8.            Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other
party, and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or
consented to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted
by Payee with respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors,
or sureties may become parties hereto without notice to Maker or affecting Maker’s liability hereunder.


 


9.            Notices. 
All notices, statements or other documents which are required or contemplated by this Agreement shall be in writing and delivered:
(i) personally or sent by first class registered or certified mail, overnight courier service to the address designated in writing
by such party, (ii) by facsimile to the number most recently provided to such party or such other address or fax number as may
be designated in writing by such party or (iii) by electronic mail, to the electronic mail address most recently provided to such
party or such other electronic mail address as may be designated in writing by such party.  Any notice or other communication
so transmitted shall be deemed to have been given on the day of delivery, if delivered personally, on the business day following
receipt of written confirmation, if sent by facsimile or electronic mail, one (1) business day after delivery to an overnight courier
service or five (5) days after mailing if sent by mail.


 




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10.          Construction. THIS
NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS THEREOF.


 


11.          Severability. Any
provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition
or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.


 


12.          Trust
Waiver.  Notwithstanding anything herein to the contrary, the Payee hereby waives any and all right, title, interest
or claim of any kind (“Claim”) in or to any distribution of or from the trust account to be established in which
the proceeds of the IPO and the proceeds of the sale of the units issued in private placements to occur prior to the consummation
of the IPO are to be deposited, as described in greater detail in the registration statement and prospectus to be filed with the
Securities and Exchange Commission in connection with the IPO, and hereby agrees not to seek recourse, reimbursement, payment or
satisfaction for any Claim against the trust account for any reason whatsoever.


 


13.          Amendment;
Waiver.  Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent
of the Maker and the Payee.


 


14.          Assignment.  No
assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of law
or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent
shall be void.


 


[SIGNATURE PAGE FOLLOWS]


 




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IN WITNESS WHEREOF, Maker and Payee, intending to be legally bound
hereby, have caused this Note to be duly executed by the undersigned as of the day and year first above written.


 


	 	Schultze Special Purpose Acquisition Corp. II
	 	 	 
	 	By:	/s/ George Schultze
	 	 	Name: George Schultze
	 	 	Title:   Chief Executive Officer


 


Acknowledged and Agreed:


 


	 	 
	SCHULTZE SPECIAL PURPOSE ACQUISITION SPONSOR II, LLC 	 
	 	 
	By:	Schultze Asset Management, LP, its Manager	 
	 	 
	By:	Schultze Asset Management GP, LLC, its General Partner	 
	 	 
	By:	 /s/ George Schultze	 
	 	Name:	George Schultze	 
	 	Title: 	Managing Member	 



 


[SIGNATURE PAGE TO AMENDED AND RESTATED PROMISSORY NOTE]