SUBSCRIPTION AGREEMENTSubscription Agreement • June 9th, 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 [ ], 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
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”).
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
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
