SUBSCRIPTION AGREEMENTSubscription Agreement • October 4th, 2021 • Wallbox N.V. • Miscellaneous transportation equipment • 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 AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • October 4th, 2021 • Wallbox N.V. • Miscellaneous transportation equipment • New York
This Registration Rights and Lock-Up Agreement (this “Agreement”), dated as of October 1, 2021, is among Wallbox N.V., a public company with limited liability incorporated under the laws of the Netherlands (naamloze vennootschap) (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”).
WARRANT ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED AGREEMENT between KENSINGTON CAPITAL ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant Assignment, Assumption and Amended & Restated Agreement • October 4th, 2021 • Wallbox N.V. • Miscellaneous transportation equipment • New York
THIS ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED WARRANT AGREEMENT (this “Agreement”), dated as of October 1, 2021 (the “Effective Date”), is by and between Kensington Capital Acquisition Corp. II (“KCAC”), Wallbox, N.V., a public company with limited liability (naamloze vennootschap) incorporated under the laws of the Netherlands, having its official seat in Amsterdam, the Netherlands and registered with the Dutch trade register under number 83012559 (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”).
