Exhibit
4.1


 


WARRANT AGREEMENT


 


This
agreement (“Agreement”) is made as of October 7, 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 17,250,000 units (including up to
2,250,000 units subject to the Over-allotment Option (as defined below)) (“Units”), each Unit comprised of one share
of Class A common stock of the Company, par value $0.0001 per share (“Common Stock”), and one-half 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 8,625,000 warrants (including up to 1,125,000
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. 333-254018 (“Registration Statement”), and a prospectus (the “Prospectus”) for
the registration, under the Securities Act of 1933, as amended (“Act”), of the Units, the Public Warrants and the Common
Stock included in the 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 6,762,500 warrants (including up to 562,500 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 1,500,000 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 (as 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 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 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 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).


 


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 Units. If, upon the detachment of Public Warrants
from the 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) 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, each Warrant 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.


 


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 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




 






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(c)
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(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 trading day prior to the date of exercise; or


 


(d)
as provided in Section 7.5.


 


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.


 


4.4. Adjustments
in Warrant 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.





 






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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, and the Redemption
Trigger Price (as defined below) shall be adjusted (to the nearest cent) to be equal to 180% of 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.


 


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 Sections 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; and 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.


 


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.


 






    6


     


    

 


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.


 


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.
For the avoidance of doubt, no transfer of Private Warrants or Working Capital Warrants shall change the terms of such Warrants, including
the terms pursuant to which such Warrants may be exercised.


 






    7


     


    




 


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.
Not less than all of the outstanding Warrants may be redeemed, at the option of the Company, 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 price of $0.01 per Warrant (the “Redemption
Price”), 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 “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.


 


6.2. Date
Fixed for, and Notice of, Redemption; 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, “Reference Value”
shall mean the last reported sale 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 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 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.


 


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.


 






    8


     


    

 


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.


 


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(c). 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 or have expired, 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 Warrants who exercise Warrants to exercise such 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 shares of Common Stock issuable upon exercise of the
Warrants under the blue sky laws of the state of residence of the exercising 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.


 






    9


     


    

 


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.



 


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.


 






    10


     


    

 


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.


 


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.


 






    11


     


    

 


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]


 




    12


     


    


 


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:	/s/ George J. Schultze



	 	 	Name:	George J. Schultze
	 	 	Title:	Chief Executive Officer
	 	 
	 	CONTINENTAL STOCK TRANSFER

& TRUST COMPANY, as Warrant Agent
	 	 	 
	 	By:	
    /s/ Erika Young

	 	 	Name:	 Erika Young
	 	 	Title:	Vice President 



 


[Signature Page to Warrant Agreement]


 






    


     


    

 


EXHIBIT A


 


Form
of Warrant Certificate


 


[See attached]


 






    


     


    




 


	
    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 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.


 


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 sale price of the Shares has been at least $18.00 per share (the “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 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.


 


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






 







    


     


    


 


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 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)






 


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.


 




    


     


    


 


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.”