Exhibit 10.6


 


schultze
special purpose Acquisition Corp. II


800 Westchester Avenue, Suite S-632


Rye Brook, NY 10573


 


October 7, 2021


 


Schultze Special Purpose Acquisition Sponsor II, LLC


800 Westchester Avenue, Suite S-632


Rye Brook, NY 10573


 


Ladies and Gentlemen:


 


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


 


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


 


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


 


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


 


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


 


 


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	 	Very truly yours,
	 	 	 	 
	 	SCHULTZE SPECIAL PURPOSE

                    ACQUISITION CORP. II

	 	 	 	 
	 	By: 	/s/ George J. Schultze
	 	 	Name: 	George J. Schultze
	 	 	Title:	Chief Executive Officer



 


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



 


[Signature Page to Administrative Services Agreement]