Exhibit 10.5

_____________, 2018

Ladies and Gentlemen:

Schultze Special Purpose Acquisition Corp. (“Corporation”), a blank check company formed for the purpose of acquiring one or more businesses or entities (a “Business Combination”), intends to register its securities under the Securities Act of 1933, as amended (“Securities Act”), in connection with its initial public offering (“IPO”).

The undersigned hereby commits to purchase an aggregate of 4,550,000 warrants of the Corporation (“Initial Private Placement Warrants”), each Initial Private Placement Warrant entitling the holder to purchase one share of common stock, par value $0.0001 per share, of the Corporation, at $1.00 per Initial Private Placement Warrant, for an aggregate purchase price of $4,550,000 (the “Initial Purchase Price”). Additionally, if the underwriters in the IPO exercise their over-allotment option in full or part, the undersigned further commits to purchase up to an additional 450,000 warrants of the Corporation (“Additional Private Placement Warrants” and together with the Initial Private Placement Warrants, the “Private Placement Warrants”) at $1.00 per Additional Private Placement Warrant for an aggregate purchase price of up to $450,000 (the “Over-Allotment Purchase Price” and together with the Initial Purchase Price, the “Purchase Price”). At least 24 hours prior to the effective date (“Effective Date”) of the Corporation’s registration statement filed in connection with the IPO (“Registration Statement”), the undersigned will cause the Purchase Price to be delivered to Continental Stock Transfer & Trust Company (“CST”), by wire transfer as set forth in the instructions attached as Exhibit A to hold in a non-interest bearing account until the Corporation consummates the IPO.

The consummation of the purchase and issuance of the Initial Private Placement Warrants and Additional Private Placement Warrants (if any) shall occur simultaneously with the consummation of the IPO and over-allotment option, respectively. Simultaneously with the consummation of the IPO, the Initial Purchase Price shall be deposited, without interest or deduction, into the trust account (“Trust Account”) established by the Corporation for the benefit of the Corporation’s public stockholders as described in the Registration Statement. Simultaneously with the consummation of all or any part of the over-allotment option, the pro-rata portion of the Over-Allotment Purchase Price, based upon the amount of the over-allotment option that has been exercised, shall be deposited into the Trust Account. Upon expiration of the over-allotment option, any unused portion of the Over-Allotment Purchase Price shall be returned to the undersigned.

The Private Placement Warrants will be identical to the warrants included in the units to be sold by the Corporation in the IPO, except that:

The undersigned acknowledges and agrees that it will execute agreements in form and substance typical for transactions of this nature necessary to effectuate the foregoing agreements and obligations prior to the consummation of the IPO as are reasonably acceptable to the undersigned, including but not limited to (i) an insider letter and (ii) a registration rights agreement.

The undersigned hereby represents and warrants that, as applicable:

The undersigned understands and acknowledges an exemption from the registration requirements of the Securities Act requires there be no general solicitation of purchasers of the Private Placement Warrants. In this regard, if the IPO were deemed to be a general solicitation with respect to the Private Placement Warrants, the offer and sale of such Private Placement Warrants may not be exempt from registration and, if not, the undersigned may have a right to rescind its purchase of the Private Placement Warrants. In order to facilitate the completion of the IPO and in order to protect the Corporation, its stockholders and the amounts in the Trust Account from claims that may adversely affect the Corporation or the interests of its stockholders, the undersigned hereby agrees to waive, to the maximum extent permitted by applicable law, any claims, right to sue or rights in law or arbitration, as the case may be, to seek rescission of its purchase of the Private Placement Warrants. The undersigned acknowledges and agrees this waiver is being made in order to induce the Corporation to sell the Private Placement Warrants to the undersigned. The undersigned agrees the foregoing waiver of rescission rights shall apply to any and all known or unknown actions, causes of action, suits, claims or proceedings (collectively, “Claims”) and related losses, costs, penalties, fees, liabilities and damages, whether compensatory, consequential or exemplary, and expenses in connection therewith, including reasonable attorneys’ and expert witness fees and disbursements and all other expenses reasonably incurred in investigating, preparing or defending against any Claims, whether pending or threatened, in connection with any present or future actual or asserted right to rescind the purchase of the Private Placement Warrants hereunder or relating to the purchase of the Private Placement Warrants and the transactions contemplated hereby. The undersigned agrees (a) not to seek recourse against the Trust Account for any reason whatsoever in connection with its purchase of the Private Placement Warrants or any Claim that may arise now or in the future and (b) that to the extent any waiver of rights under this paragraph is ineffective as a matter of law, the undersigned has offered such waiver for the benefit of the Corporation as an equitable right that shall survive any statutory disqualification or bar that applies to a legal right. The undersigned acknowledges the receipt and sufficiency of consideration received from the Corporation hereunder in this regard. The undersigned further acknowledges and agrees that the stockholders of the Corporation are and shall be third-party beneficiaries of this paragraph.

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[Signature Page to Warrant Purchase Agreement]