WARRANT AGREEMENT between KENSINGTON CAPITAL ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Agreement • July 14th, 2021 • Wallbox B.V. • 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • July 14th, 2021 • Wallbox B.V. • 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 [ ], 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 sha
FORM OF REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • July 14th, 2021 • Wallbox B.V. • 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”), Orion Merger Sub Corp., a Delaware corporation (“Merger Sub”), and Wall Box Chargers, S.L., a company organized under the laws of Spain (“Wallbox”).
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • July 14th, 2021 • Wallbox B.V.
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 Wall Box 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.
