WARRANT ASSIGNMENT, ASSUMPTION AND AMENDED & RESTATED AGREEMENT between KENSINGTON CAPITAL ACQUISITION CORP. II and CONTINENTAL STOCK TRANSFER & TRUST COMPANYWarrant 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”).
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 AGREEMENT Wallbox N.V. Carrer del Foc, 68 Barcelona, Spain 08038 Ladies and Gentlemen:Subscription Agreement • June 2nd, 2023 • Wallbox N.V. • Miscellaneous transportation equipment
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 83012559 and resident for tax purposes in Spain with address at Carrer del Foc 68, 08038 Barcelona, Spain (the “Company”) desires to issue to the undersigned, and each of the undersigned desires to subscribe for and accept from the Company, that number of Class A ordinary shares, nominal value €0.12 per share (the “Class A Shares”)set forth on the signature page hereto for a subscription price of $2.58 per share (the “Per Share Price” and the aggregate of such Per Share Price for all Shares subscribed for by the undersigned being referred to herein as the “Subscription Price”), on the terms and subject to the conditions contained herein, (the “Subscription”). Certain other (i) “qualified institutional buyer” (as defined under the Securities Act) and (ii) “accredited investors” (eac
SPONSOR SUPPORT AGREEMENTSponsor Support Agreement • November 1st, 2021 • Wallbox N.V. • Miscellaneous transportation equipment
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.
SUBROGATION, ASSIGNMENT AND PLAN AMENDMENT AGREEMENTAward Agreement • June 8th, 2022 • Wallbox N.V. • Miscellaneous transportation equipment • Madrid
WALLBOX CHARGERS, S.L., a private company with limited liability organized and existing under the laws of the Kingdom of Spain, registered with the Commercial Registry of Madrid under volume 36360, sheet 189, page M-653256, with registered address at Paseo de la Castellana no. 95, floor 28, Madrid, Spain, and with Spanish Tax Identification Number B-66542903 (the “Company”), represented by Mr. Enric Asunción Escorsa of legal age, of Spanish nationality, with domicile for these purposes at carrer del Foc no. 68, Barcelona, Spain, and holder of Spanish National Identity number 47795190-V, in force.
BUSINESS COMBINATION AGREEMENT among Wallbox B.V. Orion Merger Sub Corp. Kensington Capital Acquisition Corp. II and Wall Box Chargers, S.L. Dated as of June 9, 2021Business Combination Agreement • November 1st, 2021 • Wallbox N.V. • Miscellaneous transportation equipment • 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 Wall Box 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.
REGISTRATION RIGHTS AND LOCK-UP AGREEMENTRegistration Rights and Lock-Up Agreement • November 1st, 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”).
FORM OF REGISTRATION RIGHTS AND LOCK-UP AGREEMENTLock-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”).
SUBSCRIPTION AGREEMENT Wallbox N.V. Carrer del Foc, 68 Barcelona, Spain 08038 Ladies and Gentlemen:Subscription Agreement • March 31st, 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
WARRANT AGREEMENT between WALLBOX N.V. and BANCO BILBAO VIZCAYA ARGENTARIA, S.A.Warrant Agreement • March 31st, 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”).
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 • March 31st, 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:
WALLBOX N.V. EQUITY DISTRIBUTION AGREEMENTEquity Distribution Agreement • April 3rd, 2023 • Wallbox N.V. • Miscellaneous transportation equipment • New York
ContractWallbox N.V. • October 18th, 2023 • Miscellaneous transportation equipment
Portions of this exhibit (indicated by asterisks within brackets [***]) have been omitted pursuant to the rules of the Securities and Exchange Commission. Such omitted information is not material and the registrant customarily and actually treats such information as private or confidential.
SUBSCRIPTION AGREEMENT Wallbox N.V. Carrer del Foc, 68 Barcelona, Spain 08038 Ladies and Gentlemen:Warrant Agreement • December 4th, 2023 • Wallbox N.V. • Miscellaneous transportation equipment • New York
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 83012559 and resident for tax purposes in Spain with address at Carrer del Foc 68, 08038 Barcelona, Spain (the “Company”) desires to issue to the undersigned, and each of the undersigned desires to subscribe for and accept from the Company, that number of Class A ordinary shares, nominal value €0.12 per share (the “Class A Shares”) set forth on the signature page hereto for a subscription price of $3.05 per share (the “Per Share Price” and the aggregate of such Per Share Price for all Shares subscribed for by the undersigned being referred to herein as the “Subscription Price”), on the terms and subject to the conditions contained herein, (the “Subscription”). Certain other (i) “qualified institutional buyer” (as defined under the Securities Act) and (ii) “accredited investors” (ea
Side letter to the Subscription AgreementWallbox N.V. • March 21st, 2024 • Miscellaneous transportation equipment
This letter ("Letter") refers to the subscription agreement entered into by and between Generac Power Systems, Inc. ("Generac") and Wallbox N.V. ("Wallbox" and together with Generac, the “Parties”) on 29 November 2023 (the "Subscription Agreement").
Changchun FAWSN Science & Technology Development] Co. LTD AND [Wallbox Chargers] SL JOINT VENTURE CONTRACT [Wallbox Fawsn Charging Systems] Co. Ltd Nov. 22nd, 2018Entire Agreement • September 28th, 2022 • Wallbox N.V. • Miscellaneous transportation equipment
Document has been translated to English from the original document, which was in Spanish.Wallbox N.V. • November 1st, 2021 • Miscellaneous transportation equipment • New York
CONTRIBUTION AND EXCHANGE AGREEMENTContribution and Exchange Agreement • July 14th, 2021 • Wallbox B.V. • Delaware
This Contribution and Exchange Agreement, dated as of June 9, 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)), Wall Box 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,
G A T H E R E D:Wallbox N.V. • March 31st, 2023 • Miscellaneous transportation equipment • Barcelona
On the one hand, Mr. RAMON MARIA XUCLÀ COMAS, of legal age, married, resident of Barcelona, with address for the purposes of this contract at Avenida del Parque Logístico no 2-10, Polígono Industrial de la Zona Franca, 08040-BARCELONA, holder of identity card number (D.N.I.) no 78066433V.
STANDARD WAREHOUSE LEASE AGREEMENTLease Agreement • September 28th, 2022 • Wallbox N.V. • Miscellaneous transportation equipment • Texas
THIS LEASE AGREEMENT (the “Lease”), made and entered into by and between Forum Drive Industrial Properties, LLC, a South Carolina limited liability company (“Landlord”) and Wallbox USA Inc., a Delaware corporation (“Tenant”).
FORM OF SUBSCRIPTION AGREEMENT Wallbox N.V. Carrer del Foc, 68 Barcelona, Spain 08038 Ladies and Gentlemen:Subscription Agreement • December 4th, 2023 • Wallbox N.V. • Miscellaneous transportation equipment
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 83012559 and resident for tax purposes in Spain with address at Carrer del Foc 68, 08038 Barcelona, Spain (the “Company”) desires to issue to the undersigned, and each of the undersigned desires to subscribe for and accept from the Company, that number of Class A ordinary shares, nominal value €0.12 per share (the “Class A Shares”) set forth on the signature page hereto for a subscription price of $3.05 per share (the “Per Share Price” and the aggregate of such Per Share Price for all Shares subscribed for by the undersigned being referred to herein as the “Subscription Price”), on the terms and subject to the conditions contained herein, (the “Subscription”). Certain other (i) “qualified institutional buyer” (as defined under the Securities Act) and (ii) “accredited investors” (ea
LEASE AGREEMENT FOR USE OTHER THAN HOUSINGLease Agreement • March 31st, 2023 • Wallbox N.V. • Miscellaneous transportation equipment
OF THE ONE PART.- Mr. Pablo Vergés Asúa and Mr. Javier Peinado Jiménez, of legal age, with address, for these purposes, at Calle Alcalá nº. 265 of Madrid (28027), and provided with N.I.F. 52.366.734N and 28.922.160M, respectively.
From: Enric AsunciónWallbox N.V. • March 21st, 2024 • Miscellaneous transportation equipment
