Exhibit 10.2


 


INVESTMENT MANAGEMENT TRUST AGREEMENT


 


This Investment Management
Trust Agreement (this “Agreement”) is made effective as of October 7, 2021 by and between Schultze Special Purpose
Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a
New York limited purpose trust company (“Trustee”).


 


WHEREAS, the Company’s
registration statement on Form S-1, File No. 333-254018 (“Registration Statement”) for the initial public offering
of the Company’s units (the “Units”), each of which consists of one share of the Company’s Class A common
stock, par value $0.0001 per share (the “Common Stock”), and one-half of one redeemable warrant, each whole warrant
entitling the holder thereof to purchase one share of Common Stock (such initial public offering hereinafter referred to as the “IPO”),
has been declared effective as of the date hereof (“Effective Date”) by the Securities and Exchange Commission (capitalized
terms used herein and not otherwise defined shall have the meanings set forth in the Registration Statement);


 


WHEREAS, the Company has entered
into an Underwriting Agreement (the “Underwriting Agreement”) with Stifel, Nicolaus & Company, Incorporated and
Mizuho Securities USA LLC, as the representatives (the “Representatives”) of the several underwriters (the “Underwriters”)
in the IPO;


 


WHEREAS, as described in the
Registration Statement, and in accordance with the Company’s amended and restated certificate of incorporation, as the same may
be amended from time to time (the “Certificate of Incorporation”), $151,500,000 ($174,225,000 if the over-allotment
option is exercised in full) of the proceeds from the IPO and a simultaneous private placement of warrants will be delivered to the Trustee
to be deposited and held in a segregated trust account located at all times in the United States (the “Trust Account”)
for the benefit of the Company and the holders of the shares of Common Stock included in the Units issued in the IPO as hereinafter provided
(the proceeds to be delivered to the Trustee (and any interest subsequently earned thereon) will be referred to herein as the “Property,”
the stockholders for whose benefit the Trustee shall hold the Property will be referred to as the “Public Stockholders,”
and the Public Stockholders and the Company will be referred to together as the “Beneficiaries”);


 


WHEREAS, pursuant to the Underwriting
Agreement, a portion of the Property equal to $6,000,000 ($6,900,000 if the over-allotment option is exercised in full) is attributable
to deferred underwriting discounts and commissions that will be payable by the Company to the Underwriters upon and concurrently with
the consummation of a Business Combination (as defined below) (the “Deferred Discount”); and


 


WHEREAS, the Company and the
Trustee desire to enter into this Agreement to set forth the terms and conditions pursuant to which the Trustee shall hold the Property.


 


NOW THEREFORE, IT IS AGREED:


 


1. Agreements
and Covenants of Trustee. The Trustee hereby agrees and covenants to:


 


(a) Hold
the Property in trust for the Beneficiaries in accordance with the terms of this Agreement in the Trust Account established by the Trustee
initially at J.P. Morgan Chase Bank, N.A. (or at another U.S. chartered commercial bank with consolidated assets of $100 billion or more)
in the United States, maintained by the Trustee, and at a brokerage institution selected by the Trustee that is reasonably satisfactory
to the Company;


 


(b) Manage,
supervise, and administer the Trust Account subject to the terms and conditions set forth herein;


 


(c) In a
timely manner, upon the written instruction of the Company, invest and reinvest the Property solely in United States “government
securities” within the meaning of Section 2(a)(16) of the Investment Company Act of 1940, as amended (the “Investment Company
Act”), having a maturity of 185 days or less, and/or in any open ended investment company registered under the Investment Company
Act that holds itself out as a money market fund selected by the Company meeting the conditions of paragraph (d) of Rule 2a-7 promulgated
under the Investment Company Act (or any successor rule), which invest only in direct U.S. government treasury obligations; it being understood
that the Trust Account will earn no interest while account funds are uninvested awaiting the Company’s instructions hereunder and
the Trustee may earn bank credits or other consideration during such periods;


 




     


     


    

 


(d) Collect
and receive, when due, all principal, interest or other income arising from the Property, which shall become part of the “Property,”
as such term is used herein;


 


(e) Promptly
notify the Company and the Representatives of all communications received by the Trustee with respect to any Property requiring action
by the Company;


 


(f) Supply
any necessary information or documents as may be requested by the Company (or its authorized agents) in connection with the Company’s
preparation of the tax returns relating to assets held in the Trust Account;


 


(g) Participate
in any plan or proceeding for protecting or enforcing any right or interest arising from the Property if, as, and when instructed by the
Company to do so;


 


(h) Render
to the Company monthly written statements of the activities of and amounts in the Trust Account reflecting all receipts and disbursements
of the Trust Account;


 


(i) Commence
liquidation of the Trust Account only after and promptly after receipt of, and only in accordance with, the terms of a letter (“Termination
Letter”), in a form substantially similar to that attached hereto as either Exhibit A or Exhibit B, as applicable,
signed on behalf of the Company by its Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Secretary
or Chairman of the Board of Directors of the Company or other authorized officer of the Company (each, an “Authorized Officer”),
and, in the case of a Termination Letter in a form substantially similar to that attached hereto as Exhibit A, jointly acknowledged
and agreed to by the Representatives, and complete the liquidation of the Trust Account and distribute the Property in the Trust Account,
including interest not previously released to the Company to pay its taxes (net of taxes payable and $150,000 for any dissolution or liquidation
related expenses, as applicable), only as directed in the Termination Letter and the other documents referred to therein; provided, however,
that in the event that a Termination Letter has not been received by the Trustee within the period of time (the “Last Date”)
provided in the Company’s Certificate of Incorporation, the Trust Account shall be liquidated in accordance with the procedures
set forth in the Termination Letter attached as Exhibit B hereto and the Property in the Trust Account, including interest not
previously released to the Company to pay its taxes (net of taxes payable and $150,000 for any dissolution or liquidation related expenses)
shall be distributed to the Public Stockholders of record as of the Last Date; and


 


(j) Upon
receipt of a letter (an “Amendment Notification Letter”) in the form of Exhibit C, signed on behalf of the Company
by an Authorized Officer, distribute to Public Stockholders who properly exercised their redemption rights in connection with an amendment
to the Company’s Certificate of Incorporation (A) to modify the substance or timing of the Company’s obligation to allow redemptions
in connection with a Business Combination or to redeem 100% of the shares of Common Stock included in the Units sold in the IPO if the
Company does not complete a Business Combination by the Last Date or (B) with respect to any other provision relating to stockholders’
rights or pre-initial Business Combination activity (an “Amendment”) an amount equal to the pro rata portion of the
Property relating to the Common Stock for which such Public Stockholders have exercised redemption rights in connection with such Amendment.


 


2. Limited
Distributions of Income from Trust Account.


 


(a) Upon
written request from the Company, which may be given from time to time in a form substantially similar to that attached hereto as Exhibit
D, the Trustee shall distribute to the Company the amount of interest income earned on the Trust Account requested by the Company
to cover any income or other tax obligation owed by the Company.


 


(b) Upon
written request from the Company following the Last Date, which may be given in a form substantially similar to that attached hereto as
Exhibit D, signed on behalf of the Company by an Authorized Officer, the Trustee shall distribute to the Company up to $150,000
of interest income earned on the Property and requested by the Company to cover expenses directly related to the Company’s dissolution
or liquidation (i.e., only those expenses incurred after the Last Date attributable to the Company’s dissolution or liquidation);
provided, however, that the Company will not be allowed to withdraw interest income earned on the trust account pursuant to this Section
2(b) unless there are sufficient funds available to pay the Company’s tax obligations on such interest income or otherwise then
due at that time.


 




    2


     


    

 


(c) The
limited distributions referred to in Section 2(a) and 2(b) above shall be made only from interest income collected on the
Property. Except as provided in Section 2(a) and 2(b) above, no other distributions from the Trust Account shall be permitted
except in accordance with Sections 1(i) or 1(j) hereof.


 


3. Agreements
and Covenants of the Company. The Company agrees and covenants to:


 


(a) Give
all instructions to the Trustee hereunder in writing, signed by an Authorized Officer. In addition, except with respect to its duties
under Sections 1(i), 1(j), 2(a) and 2(b) above, the Trustee shall be entitled to rely on, and shall be protected
in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by
any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions
in writing;


 


(b) Subject
to the provisions of Section 5 of this Agreement, hold the Trustee harmless and indemnify the Trustee from and against any and
all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any claim, potential
claim, action, suit, or other proceeding brought against the Trustee which in any way arises out of or relates to this Agreement, the
services of the Trustee hereunder, or the Property or any income earned from investment of the Property, except for expenses and losses
resulting from the Trustee’s gross negligence or willful misconduct. Promptly after the receipt by the Trustee of notice of demand
or claim or the commencement of any action, suit, or proceeding, pursuant to which the Trustee intends to seek indemnification under this
paragraph, it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”).
The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim, provided, that the Trustee shall obtain
the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may
not agree to settle any Indemnified Claim without the prior written consent of the Company, which consent shall not be unreasonably withheld.
The Company may participate in such action with its own counsel;


 


(c) Pay
the Trustee an initial acceptance fee, an annual fee, and a transaction processing fee for each disbursement made pursuant to Section
2 as set forth on Schedule A hereto, which fees shall be subject to modification by the parties from time to time. It is expressly
understood that the Property shall not be used to pay such fees and further agreed that any fees owed to the Trustee shall be deducted
by the Trustee from the disbursements made to the Company pursuant to Section 1(i) solely in connection with the Company’s
consummation of a 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”). The Company shall pay the
Trustee the initial acceptance fee and the first annual fee at the consummation of the IPO and thereafter on the anniversary of the Effective
Date. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 3(c),
Schedule A and as may be provided in Section 3(b) hereof;


 


(d) In connection
with any vote of the Company’s stockholders regarding a Business Combination, provide to the Trustee an affidavit or certificate
of the inspector of elections for the stockholder meeting verifying the vote of such stockholders regarding such Business Combination;


 


(e) In the
event that the Company directs the Trustee to commence liquidation of the Trust Account pursuant to Section 1(i), the Company agrees
that it will not direct the Trustee to make any payments that are not specifically authorized by this Agreement;


 


(f) If the
Company has an Amendment approved by its stockholders, provide the Trustee with an Amendment Notification Letter in the form of Exhibit
C providing instructions for the distribution of funds to Public Stockholders who exercise their redemption rights in connection with
such Amendment;


 


(g) Provide
the Representatives with a copy of any Termination Letter, Amendment Notification Letter, and/or any other correspondence that it issues
to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after such issuance;


 




    3


     


    

 


(h) Unless
otherwise agreed between the Company and the Representatives, ensure that any Instruction Letter (as defined in Exhibit A) delivered
in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly
to the account or accounts directed by the Representatives prior to any transfer of the funds held in the Trust Account to the Company
or any other person; and


 


(i) Within
five (5) business days after the Representatives exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment
option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount, which shall in no event be
less than $6,000,000.


 


4. Limitations
of Liability. The Trustee shall have no responsibility or liability to:


 


(a) Take
any action with respect to the Property, other than as directed in Sections 1 and 2 hereof, and the Trustee shall have no
liability to any third party except for liability arising out of the Trustee’s gross negligence, fraud or willful misconduct;


 


(b) Institute
any proceeding for the collection of any principal and income arising from, or institute, appear in, or defend any proceeding of any kind
with respect to, any of the Property unless and until the Trustee shall have received instructions from the Company given as provided
herein to do so and the Company shall have advanced or guaranteed to it funds sufficient to pay any expenses incident thereto;


 


(c) Change
the investment of any Property, other than in compliance with Section 1(c);


 


(d) Refund
any depreciation in principal of any Property;


 


(e) Assume
that the authority of any person designated by the Company to give instructions hereunder shall not be continuing unless provided otherwise
in such designation, or unless the Company shall have delivered a written revocation of such authority to the Trustee;


 


(f) The
other parties hereto or to anyone else for any action taken or omitted by the Trustee, or any action suffered by the Trustee to be taken
or omitted, in good faith and in the exercise of the Trustee’s best judgment, except for the Trustee’s gross negligence, fraud
or willful misconduct. The Trustee may rely conclusively and shall be protected in acting upon any order, notice, demand, certificate,
opinion, or advice of counsel (including counsel chosen by the Trustee), statement, instrument, report, or other paper or document (not
only as to its due execution and the validity and effectiveness of its provisions, but also as to the truth and acceptability of any information
therein contained) which is believed by the Trustee, in good faith and with reasonable care, to be genuine and to be signed or presented
by the proper person or persons. The Trustee shall not be bound by any notice or demand, or any waiver, modification, termination, or
rescission of this Agreement or any of the terms hereof, unless evidenced by a written instrument delivered to the Trustee signed by the
proper party or parties and, if the duties or rights of the Trustee are affected, unless it shall give its prior written consent thereto;


 


(g) Verify
the correctness of the information set forth in the Registration Statement or to confirm or assure that any Business Combination consummated
by the Company or any other action taken by it is as contemplated by the Registration Statement;


 


(h) File
local, state, and/or federal tax returns or information returns with any taxing authority on behalf of the Trust Account or deliver payee
statements to the Company documenting the taxes, if any, payable by the Company or the Trust Account, relating to the income earned on
the Property;


 


(i) Pay
any taxes on behalf of the Trust Account (it being expressly understood that the Property shall not be used to pay any such taxes and
that such taxes, if any, shall be paid by the Company from funds not held in the Trust Account or released to it under Section 2(a)
hereof);


 


(j) Imply
obligations, perform duties, inquire, or otherwise be subject to the provisions of any agreement or document other than this agreement
and that which is expressly set forth herein; or


 


(k) Verify
calculations, qualify, or otherwise approve Company requests for distributions pursuant to Sections 1(i), 1(j), 2(a) or
2(b) above.


 




    4


     


    

 


5. Trust
Account Waiver. The Trustee has no right of set-off or any right, title, interest or claim of any kind (“Claim”)
to, or to any monies in, the Trust Account, and hereby irrevocably waives any Claim to, or to any monies in, the Trust Account that it
may have now or in the future. In the event the Trustee has any Claim against the Company under this Agreement, including, without limitation,
under Section 3(b) or Section 3(c) hereof, the Trustee shall pursue such Claim solely against the Company and its assets
outside the Trust Account and not against the Property or any monies in the Trust Account.


 


6. Termination.
This Agreement shall terminate as follows:


 


(a) If the
Trustee gives written notice to the Company that it desires to resign under this Agreement, the Company shall use its reasonable efforts
to locate a successor trustee during which time the Trustee shall act in accordance with this Agreement. At such time that the Company
notifies the Trustee that a successor trustee has been appointed by the Company and has agreed to become subject to the terms of this
Agreement, the Trustee shall transfer the management of the Trust Account to the successor trustee, including but not limited to the transfer
of copies of the reports and statements relating to the Trust Account, whereupon this Agreement shall terminate; provided, however, that,
in the event that the Company does not locate a successor trustee within ninety (90) days of receipt of the resignation notice from the
Trustee, the Trustee may submit an application to have the Property deposited with any court in the State of New York or with the United
States District Court for the Southern District of New York and upon such deposit, the Trustee shall be immune from any liability whatsoever;
or


 


(b) At such
time that the Trustee has completed the liquidation of the Trust Account in accordance with the provisions of Section 1(i) hereof,
and distributed the Property in accordance with the provisions of the Termination Letter, this Agreement shall terminate except with respect
to Section 3(b) and Section 5.


 


7. Miscellaneous.


 


(a) The
Company and the Trustee each acknowledge that the Trustee will follow the security procedures set forth below with respect to funds transferred
from the Trust Account. The Company and the Trustee will each restrict access to confidential information relating to funds being transferred
to or from the Trust Account to authorized persons. Each party must notify the other party immediately if it has reason to believe unauthorized
persons may have obtained access to such information, or of any change in its authorized personnel. In executing funds transfers, the
Trustee will rely upon all information supplied to it by the Company, including account names, account numbers, and all other identifying
information relating to a beneficiary, beneficiary’s bank, or intermediary bank. Except for any liability arising out of the Trustee’s
gross negligence, fraud or willful misconduct, the Trustee shall not be liable for any loss, liability, or expense resulting from any
error in the information supplied to it or funds transferred based on such information.


 


(b) This
Agreement shall be governed by and construed and enforced in accordance with 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. The parties hereto
consent to the jurisdiction and venue of any state or federal court located in the City of New York, Borough of Manhattan, for purposes
of resolving any disputes hereunder. As to any claim, cross-claim, or counterclaim in any way
relating to this Agreement, each party waives the right to trial by jury.


 


(c) This
Agreement may be executed in several original or facsimile counterparts, each one of which shall constitute an original, and together
shall constitute but one instrument.


 


(d) This
Agreement contains the entire agreement and understanding of the parties hereto with respect to the subject matter hereof. Except for
Sections 1(i) and 1(j) (which sections may not be modified, amended or deleted without the affirmative vote of a majority of the then
outstanding shares of Common Stock and Class B common stock, par value $0.0001 per share, of the Company voting together as a single class;
provided that no such amendment will affect any Public Stockholder who has otherwise indicated his, her or its election to redeem his,
her or its shares of Common Stock in connection with a stockholder vote sought to amend this Agreement, including a corresponding change
to the Company’s Certificate of Incorporation), this Agreement or any provision hereof may only be changed, amended or modified
by a writing signed by each of the parties hereto; provided, however, that no such change, amendment or modification may be made without
the prior written consent of the Representatives. The Trustee may require from Company counsel an opinion as to the propriety of any proposed
amendment.


 




    5


     


    

 


(e) Any
notice, consent or request to be given in connection with any of the terms or provisions of this Agreement shall be in writing and shall
be sent by express mail or similar private courier service, by certified mail (return receipt requested), by hand delivery, by email or
by facsimile transmission:


 


if to the Trustee, to:


 


Continental Stock Transfer & Trust Company


1 State Street, 30th Floor


New York, NY 10004


Attn: Francis Wolf and Celeste Gonzalez


Email: fwolf@continentalstock.com


Email: cgonzalez@continentalstock.com


 


if to the Company, to:


 


Schultze Special Purpose Acquisition Corp.
II


800 Westchester Avenue, Suite S-632


Rye Brook, NY 10573


Attn: Scarlett Du


Email: sdu@samco.net


 


in either case with a copy (which copy shall not
constitute notice) to:


 


Greenberg Traurig, LLP


1750 Tysons Boulevard, Suite 1000


McLean, VA 22102


Attn: Jason T. Simon, Esq.


Email: simonj@gtlaw.com


 


and


 


Stifel, Nicolaus & Company, Incorporated


1 South Street, 15th Floor


Baltimore, Maryland 21202


Attn: Craig DeDomenico


Email: dedomenicoc@stifel.com


 


and


 


Mizuho Securities USA LLC


1271 Avenue of the Americas


New York, New York 10020


Attn: Andor Laszlo


Email: andy.laszlo@mizuhogroup.com


 


and


 


Paul Hastings LLP


515 South Flower Street, 25th Floor


Los Angeles, CA 90071


Attn: Jonathan Ko, Esq.


Email: jonathanko@paulhastings.com


 


(f) This
Agreement may not be assigned by the Trustee without the prior consent of the Company.


 


(g) Each
of the Trustee and the Company hereby represents that it has the full right and power and has been duly authorized to enter into this
Agreement and to perform its respective obligations as contemplated hereunder.


 


(h) Each
of the Company and the Trustee hereby acknowledge that the Representatives are third party beneficiaries of this Agreement.


 


[Signature Page Follows]


 




    6


     


    

 


IN WITNESS WHEREOF, the parties
have duly executed this Investment Management Trust Agreement as of the date first written above.


 


	 	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	 	 	 
	 	By:	/s/ Francis Wolf
	 	 	Name:   	Francis Wolf
	 	 	Title: 	Vice President
	 	 	 
	 	SCHULTZE SPECIAL PURPOSE ACQUISITION CORP. II
	 	 	 
	 	By:	/s/ George J. Schultze
	 	 	Name:  	 George J. Schultze
	 	 	Title: 	Chief Executive Officer



 


[Signature Page to Investment Management Trust
Agreement]


 




     


     


    

 


SCHEDULE A


 


	Fee Item	 	Time and method of payment	 	Amount	 
	Initial acceptance fee	 	Initial closing of IPO by wire transfer	 	$	3,500.00	 
	Annual fee 	 	First year, initial closing of IPO by wire transfer; thereafter on the anniversary of the Effective Date of the IPO by wire transfer or check	 	$	10,000.00	 
	Transaction processing fee for disbursements to Company under Section 2	 	Billed to Company following disbursement made to Company under Section 2	 	$	250.00	 
	Paying Agent services as required pursuant to Sections 1(i) and 1(j)	 	Billed to Company upon delivery of service pursuant to Section 1(i) and 1(j)	 	 	Prevailing rates	 



 






     


     


    

 


EXHIBIT A


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account –
Termination Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Schultze Special Purpose Acquisition Corp. II (“Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (“Trust Agreement”),
this is to advise you that the Company has entered into an agreement with [_________] (the “Target Business”) to consummate
a business combination with the Target Business (“Business Combination”) on or about [insert date]. The Company shall
notify you at least 72 hours in advance (or such shorter time as you may agree) of the actual date of the consummation of the Business
Combination (“Consummation Date”). Capitalized terms used herein and not otherwise defined shall have the meanings
set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to commence to liquidate all of the assets of the Trust Account and transfer the proceeds
to a segregated account held by you on behalf of the Beneficiaries to the effect that, on the Consummation Date, all of the funds held
in the trust operating account at JP Morgan Chase Bank, N.A. (the “Trust Operating Account”) will be immediately available
for transfer to the account or accounts that the Company shall direct on the Consummation Date (including as directed to it by the Representatives
with respect to the Deferred Discount). It is acknowledged and agreed that while the funds are on deposit in the Trust Operating Account
awaiting distribution, the Company will not earn any interest or dividends.


 


On the Consummation Date (i)
counsel for the Company shall deliver to you written notification that the Business Combination has been consummated, or will be consummated
substantially concurrently with your transfer of funds to the accounts as directed by the Company (the “Notification”)
and (ii) the Company shall deliver to you (a) [an affidavit] [a certificate] by the Chief Executive Officer, which verifies that the Business
Combination has been approved by a vote of the Company’s stockholders, if a vote is held and (b) joint written instructions from
the Company and the Representatives with respect to the transfer of the funds held in the Trust Account, including payment of amounts
owed to Public Stockholders who have properly exercised their redemption rights and payment of the Deferred Discount to the Underwriters
from the Trust Account (“Instruction Letter”). You are hereby directed and authorized to transfer the funds held in
the Trust Account immediately upon your receipt of the Notification and the Instruction Letter, in accordance with the terms of the Instruction
Letter. In the event that certain deposits held in the Trust Account may not be liquidated by the Consummation Date without penalty, you
will notify the Company in writing of the same and the Company shall direct you as to whether such funds should remain in the Trust Account
and be distributed after the Consummation Date to the Company. Upon the distribution of all the funds in the Trust Account, your obligations
under the Trust Agreement shall be terminated.


 


In the event that the Business
Combination is not consummated on the Consummation Date described in the notice thereof and we have not notified you on or before the
original Consummation Date of a new Consummation Date, then upon receipt by the Trustee of written instructions from the Company, the
funds held in the Trust Account shall be reinvested as provided in the Trust Agreement on the business day immediately following the Consummation
Date as set forth in such notice as soon thereafter as possible.


 




    A-1


     


    

 


	 	Very truly yours,
	 	 
	 	SCHULTZE SPECIAL PURPOSE Acquisition Corp. II
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


	AGREED TO AND ACKNOWLEDGED BY:	 
	 	 
	STIFEL, NICOLAUS & COMPANY, INCORPORATED	 
	 	 
	By: 	 	 
	 	Name:	 
	 	Title:	 
	 	 
	MIZUHO SECURITIES USA LLC	 
	 	 
	By: 	 	 
	 	Name:	 
	 	Title:	 


 




    A-2


     


    

 


EXHIBIT B


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account - Termination
Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(i) of
the Investment Management Trust Agreement between Schultze Special Purpose Acquisition Corp. II (“Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (“Trust Agreement”),
this is to advise you that the Company did not effect a Business Combination with a target business within the time frame specified in
the Company’s Certificate of Incorporation, as described in the Company’s prospectus relating to its IPO. Capitalized terms
used herein and not otherwise defined shall have the meanings set forth in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate all of the assets in the Trust Account and transfer the total proceeds into
a segregated account held by you on behalf of the Beneficiaries to await distribution to the Public Stockholders. The Company has selected
[                   , 20 ]1 as the effective date
for the purpose of determining when the Public Stockholders will be entitled to receive their share of the liquidation proceeds. You agree
to be the Paying Agent of record and in your separate capacity as Paying Agent, agree to distribute said funds directly to the Public
Stockholders in accordance with the terms of the Trust Agreement and the Company’s Certificate of Incorporation. Upon the distribution
of all the funds in the Trust Account, your obligations under the Trust Agreement shall be terminated.


 


	 	Very truly yours,
	 	 
	 	Schultze special purpose Acquisition Corp. II
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


	cc:	Stifel, Nicolaus & Company, Incorporated

 Mizuho Securities USA LLC	 



 


 





 



1 18 months from the closing of the IPO or a later date,
if extended.


 




    B-1


     


    

 


EXHIBIT C


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account –
Amendment Notification Letter


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to Section 1(j) of
the Investment Management Trust Agreement between Schultze Special Purpose Acquisition Corp. II (“Company”) and Continental
Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (“Trust Agreement”),
this is to inform you that in connection with the stockholder vote to approve an Amendment to the Company’s Certificate of Incorporation,
Public Stockholders holding [____] shares of the Company’s Common Stock have properly requested redemption of such shares for their
pro rata portion of the Property held in the Trust Account. Capitalized words used herein and not otherwise defined shall have the meanings
ascribed to them in the Trust Agreement.


 


In accordance with the terms
of the Trust Agreement, we hereby authorize you to liquidate such investments in the Trust Account on [________, 20__], as required
to pay an aggregate of $[_________], or $[_________] per share, to the Public Stockholders that have properly requested redemption of
their shares of Common Stock for their pro rata portion of the Property held in Trust Account and to transfer the total proceeds into
the trust operating account at JP Morgan Chase Bank, N.A. to await distribution to such Public Stockholders. You agree to be the Paying
Agent of record and, in your separate capacity as Paying Agent, agree to distribute said funds directly to the Public Stockholders that
have properly requested redemption of their shares of the Company’s Common Stock in accordance with the terms of the Trust Agreement
and the Company’s Certificate of Incorporation.


 


	 	Very truly yours,
	 	 
	 	SCHULTZE SPECIAL PURPOSE Acquisition Corp. II
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


	cc: 	Stifel, Nicolaus & Company, Incorporated

Mizuho Securities USA LLC	 


 




    C-1


     


    

 


EXHIBIT D


 


[Letterhead of Company]


 


[Insert date]


 


Continental Stock Transfer & Trust
Company


1 State Street, 30th Floor


New York, New York 10004


Attn: Francis Wolf and Celeste Gonzalez


 


Re: Trust Account –
Withdrawal Instruction


 


Dear Mr. Wolf and Ms. Gonzalez:


 


Pursuant to [Section 2(a)
and/or Section 2(b)] of the Investment Management Trust Agreement between Schultze Special Purpose Acquisition Corp. II (“Company”)
and Continental Stock Transfer & Trust Company (the “Trustee”), dated as of _________, 2021 (“Trust Agreement”),
the Company hereby requests that you deliver to the Company $[____] of the interest income earned on the Property as of the date hereof
[which does not exceed, in the aggregate with all such prior disbursements pursuant to Section 2(b), if any, the maximum amount set forth
in Section 2(b)]. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.


 


The Company needs such funds
[to pay for the tax obligations as set forth on the attached tax return or tax statement][to pay its expenses relating to its dissolution
or liquidation]. In accordance with the terms of the Trust Agreement, you are hereby directed and authorized to transfer (via wire transfer)
such funds promptly upon your receipt of this letter to the Company’s operating account at:


 


[WIRE INSTRUCTION INFORMATION]


 


	 	Very truly yours,
	 	 
	 	SCHULTZE SPECIAL PURPOSE Acquisition Corp. II
	 	 
	 	By: 	 
	 	 	Name:
	 	 	Title:


 


	cc:	Stifel, Nicolaus & Company, Incorported

                           Mizuho Securities USA LLC
	 


 


 


 


D-1