WARRANT AGREEMENT between WALLBOX N.V. and BANCO BILBAO VIZCAYA ARGENTARIA, S.A.Warrant Agreement • February 15th, 2023 • Wallbox N.V. • Miscellaneous transportation equipment • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of February 9, 2023 (the “Effective Date”), is by and between 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 resident for tax purposes in Spain and registered with the Dutch trade register under number [***] (the “Company”) and Banco Bilbao Vizcaya Argentaria, S.A. (together with its assigns, the “Warrantholder”).
SUBSCRIPTION AGREEMENT Wallbox N.V. Carrer del Foc, 68 Barcelona, Spain 08038 Ladies and Gentlemen:Subscription Agreement • February 15th, 2023 • Wallbox N.V. • Miscellaneous transportation equipment
In connection with that certain Facility Agreement (the “Financing Agreement”), dated February 9, 2023, by and among Wallbox N.V., a limited liability company (naamloze vennootschap), having its official seat in Amsterdam, the Netherlands, and registered with the trade register of the Dutch Chamber of Commerce under number [***] and resident for tax purposes in Spain with address at Carrer del Foc 68, 08038 Barcelona, Spain (the “Company”), as guarantor, Wall Box Chargers, S.L.U., as borrower, Banco Bilbao Vizcaya Argentaria, S.A. (the “Subscriber”), as lender, and the other lender parties from time to time thereto, the Company desires to grant to the Subscriber, and the Subscriber desires to subscribe for and accept from the Company, warrants in accordance with, and having the terms and conditions set out in, a warrant agreement substantially in the form attached hereto as Exhibit A (the “Warrant Agreement” and the warrants granted pursuant to the Warrant Agreement the “Warrants”) , e
FACILITY AGREEMENT for an amount of €25,000,000 between WALL Box CHARGERS, S.L.U. as Original Borrower and BANCO BILBAO VIZCAYA ARGENTARIA, S.A. as Original LenderFacility Agreement • February 15th, 2023 • Wallbox N.V. • Miscellaneous transportation equipment
The first verification of the Financial Covenants shall occur in relation to the quarter ended on 31 March 2023. The verifications to be made on the test dates falling on 31 December of each financing year, shall be made by reference to the Consolidated Annual Financial Statements; and the ones falling on each 31 March, 30 June, 30 September, by reference to the Consolidated Quarterly Financial Statements. The compliance with the levels of the Net Financial Debt/Gross Profit Ratio set out in this Clause 19.1.1 shall be verified, in accordance with the following rules:
