INDEMNITY AGREEMENTIndemnity Agreement • March 2nd, 2021 • Kensington Capital Acquisition Corp. II • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of February 25, 2021, by and between Kensington Capital Acquisition Corp. II, a Delaware corporation (the “Company”), and (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 2nd, 2021 • Kensington Capital Acquisition Corp. II • Blank checks • New York
Reference is made to the Investment Management Trust Agreement between Kensington Capital Acquisition Corp. II (the “Company”) and Continental Stock Transfer & Trust Company, dated as of February 25, 2021 (the “Trust Agreement”). Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
KENSINGTON CAPITAL ACQUISITION CORP. II 20,000,000 Units Underwriting AgreementKensington Capital Acquisition Corp. II • March 2nd, 2021 • Blank checks • New York
Kensington Capital Acquisition Corp. II, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
KENSINGTON CAPITAL ACQUISITION CORP. II 20,000,000 Units Underwriting AgreementUnderwriting Agreement • February 18th, 2021 • Kensington Capital Acquisition Corp. II • Blank checks • New York
Kensington Capital Acquisition Corp. II, a Delaware corporation (the “Company”), proposes to issue and sell to the several underwriters listed in Schedule 1 hereto (collectively, the “Underwriters”), for whom you are acting as representatives (collectively, the “Representatives”), an aggregate of 20,000,000 units of the Company (the “Underwritten Units”) and, at the option of the Underwriters, up to an additional 3,000,000 units of the Company (the “Option Units”). The Underwritten Units and the Option Units are herein referred to as the “Units.”
WARRANT AGREEMENT between KENSINGTON CAPITAL ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • February 18th, 2021 • Kensington Capital Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [●], 2021, is by and between Kensington Capital Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
KENSINGTON CAPITAL ACQUISITION CORP. II Westbury, NY 11590Letter Agreement • January 20th, 2021 • Kensington Capital Acquisition Corp. II • New York
This letter agreement (this “Agreement”) is entered into as of January 4, 2021 between Kensington Capital Sponsor II LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Kensington Capital Acquisition Corp. II, a Delaware corporation (the “Company,” “we” or “us”) and confirms the Company’s acceptance of the offer the Subscriber has made to purchase 5,750,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 750,000 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 2nd, 2021 • Kensington Capital Acquisition Corp. II • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT (as it may from time to time be amended and including all exhibits referenced herein, this “Agreement”), dated as of February 25, 2021, is entered into by and between Kensington Capital Acquisition Corp. II, a Delaware corporation (the “Company”), and Kensington Capital Sponsor II LLC, a Delaware limited liability company (the “Purchaser”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 30th, 2021 • Kensington Capital Acquisition Corp. II • Blank checks • New York
In connection with the proposed business combination (the “Transaction”) pursuant to the Business Combination Agreement (as it may be amended, restated or otherwise modified from time to time, the “Transaction Agreement”), dated as of June 9, 2021, among Kensington Capital Acquisition Corp. II, a Delaware corporation (the “SPAC”), Wallbox B.V., a private limited liability company (besloten vennootschap met beperkte aansprakelijkheid) organized under the laws of the Netherlands (to be converted into a limited liability company (naamloze vennootschap) prior to the Subscription Closing), having its official seat in Amsterdam, the Netherlands, and registered with the Dutch trade register under number 83012559 (the “Company”), Orion Merger Sub Corp., a Delaware corporation and a wholly-owned subsidiary of the Company (“Merger Sub”), Wall Box Chargers, S.L., a company organized under the laws of Spain (“Wallbox”), and the other parties thereto, pursuant to which, among other things, (i) the
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 2nd, 2021 • Kensington Capital Acquisition Corp. II • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 25, 2021, is made and entered into by and between Kensington Capital Acquisition Corp. II, a Delaware corporation (the “Company”) and Kensington Capital Sponsor II LLC, a Delaware limited liability company (the “Sponsor” and, together with any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • June 9th, 2021 • Kensington Capital Acquisition Corp. II • Blank checks
This SPONSOR SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of June 9, 2021, by and among Kensington Capital Sponsor II LLC, a Delaware limited liability company (“Sponsor”), Kensington Capital Acquisition Corp. II, a Delaware corporation (“SPAC”), Wallbox B.V., a private company with limited liability incorporated under the Laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) (“Holdco”) and Wallbox Chargers, S.L., a Spanish limited liability company (sociedad limitada) (the “Company”). Capitalized terms used but not defined herein have the meanings assigned to them in the Business Combination Agreement dated as of the date of this Agreement (as amended from time to time, the “Business Combination Agreement”) by and among Holdco, SPAC, Orion Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of Holdco (“Merger Sub”), and the Company.
BUSINESS COMBINATION AGREEMENT among Wallbox B.V. Orion Merger Sub Corp. Kensington Capital Acquisition Corp. II and Wallbox Chargers, S.L. Dated as of June 9, 2021Business Combination Agreement • June 9th, 2021 • Kensington Capital Acquisition Corp. II • Blank checks • Delaware
This Business Combination Agreement dated as of July 9, 2021 (this “Agreement”) is among Wallbox B.V., a private company with limited liability incorporated under the Laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) (“Holdco”), Orion Merger Sub Corp., a Delaware corporation and wholly owned subsidiary of Holdco (“Merger Sub”), Kensington Capital Acquisition Corp. II, a Delaware corporation (“Kensington”) and Wallbox Chargers, S.L., a Spanish limited liability company (sociedad limitada) (the “Company”). Capitalized terms used but not defined elsewhere herein have the meanings assigned to them in Section 1.01.
FORM OF REGISTRATION RIGHTS AND LOCK-UP AGREEMENTLock-Up Agreement • June 9th, 2021 • Kensington Capital Acquisition Corp. II • Blank checks • New York
This Registration Rights and Lock-Up Agreement (this “Agreement”), dated as of [ ], 2021, is among [DutchCo], a private company with limited liability incorporated under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) (the “Company”) and the parties listed on Schedule A (each, a “Holder” and collectively, the “Holders”). Capitalized terms used but not defined herein have the meanings assigned to them in the Business Combination Agreement, dated as of the date hereof (the “Business Combination Agreement”), among the Company, Kensington Capital Acquisition Corp. II, a Delaware corporation (“Kensington”), [Merger Sub], a Delaware corporation (“Merger Sub”), and Wall Box Chargers, S.L., a company organized under the laws of Spain (“Wallbox”).
Kensington Capital Acquisition Corp. II 1400 Old Country Road Suite 301 Westbury NY 11590 Re:Initial Public Offering Ladies and Gentlemen:Letter Agreement • March 2nd, 2021 • Kensington Capital Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Kensington Capital Acquisition Corp. II, a Delaware corporation (the “Company”), UBS Securities LLC and Stifel, Nicolaus & Company, Incorporated, as representatives (the “Representatives”) of the several underwriters named therein (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fourth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold
EMPLOYEE LOCK-UP AGREEMENTLetter Agreement • June 9th, 2021 • Kensington Capital Acquisition Corp. II • Blank checks • Delaware
The undersigned signatory (the “Employee”) of this lock-up agreement (this “Letter Agreement”) understands that Kensington Capital Acquisition Corp. II, a Delaware corporation (“KCAC”), is entering into the Business Combination Agreement (as the same may be amended from time to time, the “BCA”), dated as of the date hereof, with Orion Merger Sub Corp., a Delaware corporation (“Merger Sub”), Wallbox B.V., a private company with limited liability incorporated under the Laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid), having its official seat in Amsterdam, the Netherlands (“Holdco”) and Wallbox Chargers, S.L., a Spanish limited liability company (sociedad limitada) (the “Company”), pursuant to which, among other things, the shares of KCAC and the Company will be exchanged for ordinary shares in Holdco upon the terms and subject to the conditions set forth in the BCA and in accordance with applicable law (the “Business Combination”) upon the consummation of t
KENSINGTON CAPITAL ACQUISITION CORP. II 1400 Old Country Road, Suite 301 Westbury, New York 11590Kensington Capital Acquisition Corp. II • February 18th, 2021 • Blank checks • New York
WARRANT AGREEMENT between KENSINGTON CAPITAL ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • March 2nd, 2021 • Kensington Capital Acquisition Corp. II • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 25, 2021, is by and between Kensington Capital Acquisition Corp. II, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • June 9th, 2021 • Kensington Capital Acquisition Corp. II • Blank checks • Delaware
This Contribution and Exchange Agreement, dated as of June ___, 2021 (this “Agreement”), is entered into by and among Wallbox B.V., a private company with limited liability incorporated under the Laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid), having its official seat in Amsterdam, the Netherlands (“Holdco”) (it being understood that prior to the Exchange Effective Time, the legal form of Holdco will be changed into a public limited liability company (naamloze vennootschap)), Wallbox Chargers, S.L., a Spanish limited liability company (sociedad limitada) (the “Company”), the holders of the Company Ordinary Shares and the holders of the Company Convertible Notes (each such holder, a “Company Shareholder” and collectively, the “Company Shareholders”). Capitalized terms used but not defined in this Agreement have the meanings assigned to them in the business combination agreement dated as of the date of this Agreement (as it may be amended from time to time
KENSINGTON CAPITAL ACQUISITION CORP. II 1400 Old Country Road, Suite 301 Westbury, New York 11590 February 25, 2021Kensington Capital Acquisition Corp. II • March 2nd, 2021 • Blank checks • New York
This letter agreement by and between Kensington Capital Acquisition Corp. II (the “Company”) and DEHC LLC (the “Provider”), dated as of the date of this letter agreement, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), and continuing until the earliest of (a) the consummation by the Company of an initial business combination (the “Business Combination”), (b) the Company’s liquidation and (c) the 18-month anniversary of the Listing Date (such earliest date hereinafter referred to as the “Termination Date”) (in the case of clauses (a) and (b), as described in the pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”):
Kensington Capital Acquisition Corp. II 1400 Old Country Road Suite 301 Westbury NY 11590 Re:Initial Public Offering Ladies and Gentlemen:Letter Agreement • February 18th, 2021 • Kensington Capital Acquisition Corp. II • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) to be entered into by and among Kensington Capital Acquisition Corp. II, a Delaware corporation (the “Company”), UBS Securities LLC and Stifel, Nicolaus & Company, Incorporated, as representatives (the “Representatives”) of the several underwriters named therein (collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of 23,000,000 of the Company’s units (including up to 3,000,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-fourth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units will be sold
