Wallbox N.V. (Form: S-8, Received: 03/23/2022 16:39:20)

As filed with the Securities and Exchange Commission on March 23, 2022.

No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Wallbox N.V.

(Exact name of registrant as specified in its charter)


The Netherlands	3790	Not Applicable
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification Number)

Carrer del Foc, 68

Barcelona, Spain 08038

Tel: +34 930 181 668

(Address, including Zip Code, and Telephone Number, including Area Code, of Principal Executive Offices)

Wallbox N.V. 2021 Equity Incentive Plan

Wallbox N.V. 2021 Employee Share Purchase Plan

2018 Legacy Stock Option Program for Management

2020 Legacy Stock Option Program for Employees

2018 Legacy Stock Option Program for Founders

(Full Title of the Plans)

Wallbox USA Inc.

800 W. El Camino Real, Suite 180

Mountain View, CA 94040

Tel: +1 (888) 787-5780

(Name, Address, including Zip Code, and Telephone Number, including Area Code, of Agent for Service)

Copies to:

Ryan J. Maierson

Latham & Watkins LLP

811 Main Street,
Suite 3700

Houston, TX 77002

Tel: (713) 546-5400

José Antonio Sànchez

Latham & Watkins LLP

Plaza de la Independencia 6

Madrid 28001

Spain

Tel: +34 91 791 5000

Michel van Agt

Loyens & Loeff

Parnassusweg 300

1081 LC Amsterdam

The Netherlands

Tel: +31 20 578 57 85

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


☐ Large accelerated filer		☐ Accelerated filer
☒ Non-accelerated filer		☐ Smaller reporting company

Emerging growth company ☒

If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

EXPLANATORY NOTE

This Registration Statement is being filed by Wallbox N.V. (the “Company” or the “Registrant”) with the Securities and Exchange Commission (the “Commission”) for the purpose of registering an additional 46,177,279 Class A ordinary shares, nominal value of €0.12 per share (the “Class A Shares”), issuable under the following employee benefit plans: (A) 27,374,203 Class A Shares pursuant to the Wallbox N.V. 2021 Equity Incentive Plan, (B) 9,923,047 Class A Shares pursuant to the Wallbox N.V. 2021 Employee Share Purchase Plan, (C) 7,253,823 Class A Shares pursuant to the 2018 Legacy Stock Option Program for Management, (D) 1,626,206 Class A Shares pursuant to the 2020 Legacy Stock Option Program for Employees and (E) 1,033,610 Class B Shares pursuant to the 2018 Legacy Stock Option Program for Founders. The number of Class A Shares initially available for issuance pursuant to the 2021 Equity Incentive Plan and the 2021 Employee Share Purchase Plan will be increased on January 1 of each calendar year beginning in 2022 and ending in 2031, by an amount equal to the lesser of (a) (1) in the case of the 2021 Equity Incentive Plan, 2.5% and (2) in the case of the 2021 Employee Share Purchase Plan, 1% of the shares of Class A Shares outstanding on the final day of the immediately preceding calendar year and (b) such smaller number of shares as determined by Wallbox’s board of directors. We are herein registering the additional number of Class A Shares expected to result from such increases in 2023 and 2024 pursuant to the 2021 Equity Incentive Plan.

Part I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

Not required to be filed with this Registration Statement.

Item 2. Registrant Information and Employee Plan Annual Information.

Not required to be filed with this Registration Statement.

The documents containing the information specified in this Part I of Form S-8 will be sent or given to participants as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the rules and regulations of the Securities and Exchange Commission (the “Commission”) and the instructions to Form S-8, such documents are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 under the Securities Act. These documents and the document incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute the prospectus as required by Section 10(a) of the Securities Act.

Part II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 3. Incorporation of Documents by Reference

The following documents filed by the Registrant with the Commission are incorporated by reference into this Registration Statement (except with respect to the financial statements of Kensington Capital Acquisition Corp. II as of January 8, 2021, March 31, 2021 and June 30, 2021, for the period from January 4, 2021 (inception) through January 8, 2021, for the period from January 4, 2021 (inception) through March 31, 2021 and for the period from January 4, 2021 (inception) through June 30, 2021 and the report of Marcum LLP dated January 20, 2021):

(a) the Registrant’s prospectus dated November 12, 2021 filed with the Commission pursuant to Rule 424(b) under the Securities Act relating to the registration statement on Form F-1 originally filed with the Commission on November 1, 2021 (Commission File No. 333-260652), which contains audited consolidated financial statements of Wall Box Chargers S.L. (the predecessor to Wallbox N.V.) for our latest fiscal year for which such statements have been filed; and

(b) the Registrant’s description of its Class A Shares contained in its Registration Statement on Form 8-A (Commission File No. 001-40865), filed with the Commission on September 30, 2021, as updated by any amendment or report filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, and Reports of Foreign Private Issuer on Form 6-K to the extent designated therein, furnished by us to the Commission, on the date hereof or after the date of this Registration Statement, and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing of such documents, except as to any portion of any future annual, quarterly or current report of the Registrant or document that is not deemed filed under such provisions. Any statement contained in a document incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities

Not applicable.

Item 5. Interests of Named Experts and Counsel

Not applicable.

Item 6. Indemnification of Directors and Officers.

The Registrant is a public company with limited liability incorporated under the laws of the Netherlands (naamloze vennootschap).

The Registrant’s Articles of Association provide for certain indemnification rights for its (former) directors, and the Registrant may enter into indemnification agreements with each of its directors and other executive officers (each an “indemnified officer”) providing for procedures for indemnification and advancements by the Registrant of certain expenses and costs relating to claims, suits or proceedings arising from his or her service to us or, at the Registrant’s request, service to other entities, as indemnified officers to the maximum extent permitted by Dutch law or any other applicable laws.

Pursuant to the Registrant’s Articles of Association, the Registrant shall indemnify each current or former director in any anticipated or pending action, suit, proceeding or investigation for any claim against that Director that such Director may derive from exercising his respective duties as a Director for any and all:

(a)

costs and expenses, including but not limited to substantiated attorneys’ fees, reasonably incurred in relation to that indemnified officer’s defences in the relevant action, suit, proceeding or investigation or a settlement thereof;

(b)

liabilities, losses, damages, fines, penalties and other claims and/or financial effects of judgements against that indemnified officer, excluding any reputational damages and (other) immaterial damages; and

(c)

payments by that indemnified officer and/or any other financial effects resulting from a settlement of such action, suit, proceeding or investigation, excluding any reputational damages and (other) immaterial damages, subject to prior written approval of such settlement by the Registrant (such approval not to be unreasonably withheld),

provided he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Reigstrant or out of his mandate, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful (AoA Indemnification).

Any such AoA Indemnification shall be made only upon a determination by the Registrant’s Board that indemnification of the director is proper under the circumstances because he had met the applicable standard of conduct set forth in the AoA Indemnification.

Indemnified amounts referred to above under (a) until (c) inclusive may be paid by the Registrant in advance of the final disposition of the relevant anticipated or pending action, suit or proceeding against that director, upon a resolution of the Registrant’s Board with respect to the specific case.

A director, current or former, shall not be entitled to any indemnification as mentioned in the Registrant’s articles of association, if and to the extent:

a competent court, a judicial tribunal or, in case of an arbitration, an arbitrator or arbitral panel has established by final judgement that is not open to challenge or appeal, that the acts or omissions of the current or former indemnified officer can be considered intentional, willfully reckless or seriously culpable, unless this would in the given circumstances be unacceptable according to the standards of reasonableness and fairness;

ii.

the costs or the decrease in assets of the current or former indemnified officer are/is covered by an insurance and the insurer started payment of the costs or the decrease in assets; or

iii.

the Registrant and/or a company in the group brought the procedure in question up before the relevant court, judicial tribunal or, in case of an arbitration, arbitrator or arbitral panel,

in which event he shall immediately repay any amount paid to him (in advance, as the case may be) by the Registrant under the articles of association.

The Registrant may maintain an insurance policy which insures directors and officers against certain liabilities which might be incurred in connection with the performance of their duties. The description of indemnity herein is merely a summary of the provisions in the Registrant’s Articles of Association described above, and such description shall not limit or alter the mentioned provisions in the Registrant’s Articles of Association or other indemnification agreements.

Item 7. Exemption from Registration Claimed

Not applicable.

Item 8. Exhibits


Exhibit No.		Description

4.1**		Deed of Incorporation of Wallbox B.V.

4.2**		Form of Deed of Amendment and Conversion (including Articles of Association) of Wallbox B.V.

4.3**		Warrant Assignment, Assumption and Amended & Restated Agreement dated October 1, 2021.

5.1*		Opinion of Loyens & Loeff regarding the (i) valid issue, (ii) paying up and (iii) non-assessability of the Wallbox N.V. Shares.

23.1*		Consent of Loyens & Loeff (included in Exhibit 5.1 to this Registration Statement).

23.2*		Consent of BDO Bedrijfsrevisoren BV, independent registered public accounting firm.

24.1*		Power of Attorney (included on the Signature Page of this Registration Statement).

99.1**		Wallbox N.V. 2021 Equity Incentive Plan.

99.2**		Wallbox N.V. 2021 Employee Share Purchase Plan.

99.3*		2018 Legacy Stock Option Program for Management.

99.4*		2020 Legacy Stock Option Program for Employees.

99.5*		2018 Legacy Stock Option Program for Founders.

99.6*		Subrogation, Assignment and Plan Amendment Agreement dated September 29, 2021.

107*		Filing Fee Table.

*	Filed herewith.

**	Incorporated by reference to the corresponding exhibit to the registration statement on F-1 filed on November 1, 2021, as amended (Registration No. 333-260652)

Item 9. Undertakings.

A. The undersigned Registrant hereby undertakes:

(1) To file, during any period during which offers or sales are being made, a post-effective amendment to this registration statement:

(i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and

(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

Provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do not apply if the information required to be included in the post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the Company pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 on the date hereof or after the date of this Registration Statement, and prior to the filing of a post-effective amendment that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the U.S. Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered thereby, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. The undersigned Company hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

C. Insofar as indemnification for liabilities arising under the U.S. Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Barcelona, Spain, on March 23, 2022.


Wallbox N.V.

By:		/s/ Enric Asunción Escorsa
Name:		Enric Asunción Escorsa
Title:		Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Enric Asunción Escorsa, and each of them, as his or her true and lawful attorney-in-fact and agent with full power of substitution, for him or her in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement on Form S-8, and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities and on March 23, 2022.


Signature	Capacity	Date

/s/ Enric Asunción Escorsa	Chief Executive Officer, Executive Director	March 23, 2022
	(Principal Executive Officer)

/s/ Jordi Lainz	Chief Financial Officer	March 23, 2022
	(Principal Financial and Accounting Officer)

/s/ Beatriz González Ordóñez	Non-Executive Director	March 23, 2022

/s/ Francisco Riberas	Non-Executive Director	March 23, 2022

/s/ Diego Diaz Pilas	Non-Executive Director	March 23, 2022

/s/ Pol Soler	Non-Executive Director	March 23, 2022

/s/ Anders Pettersson	Non-Executive Director	March 23, 2022

AUTHORIZED REPRESENTATIVE

Pursuant to the requirement of the Securities Act, the undersigned, the duly authorized representative in the United States of Wallbox N.V., has signed this registration statement on the 23rd day of March, 2022.


Wallbox USA Inc.

By:		/s/ Douglas Alfaro
Name:		Douglas Alfaro
Title:		General Manager, North America

Exhibit 5.1


		POSTAL ADDRESS		P.O. Box 71170 1008 BD AMSTERDAM The Netherlands
		OFFICE ADDRESS		Parnassusweg 300 1081 LC AMSTERDAM The Netherlands
		INTERNET		www.loyensloeff.com

To:

The Company


RE		Dutch law legal opinion – Project Orion

REFERENCE		46074570

Amsterdam, 23 March 2022

1	INTRODUCTION

We have acted as special counsel on certain matters of Dutch law to the Company. We render this opinion regarding the Plans.

2	DEFINITIONS

2.1	Capitalised terms used but not (otherwise) defined herein are used as defined in the Schedules to this opinion letter.

2.2	In this opinion letter:

Awards means any right to subscribe for Shares pursuant to the terms and conditions of the relevant Plan.

Company means Wallbox N.V., registered with the Trade Register under number 83012559.

Plans means the Employee Stock Option Plan, the Management Stock Option Plan, the Equity Incentive Plan, the Founders Incentive Plan and the Employee Share Purchase Plan, where applicable, as amended by the Subrogation Agreement (each a Plan).

Prospectus Regulation means Regulation (EU) 2017/1129 of the European Parliament and of the Council of 14 June 2017 on the prospectus to be published when securities are offered to the public or admitted to trading on a regulated market, and repealing Directive 2003/71/EC, as amended.

The public limited liability company Loyens & Loeff N.V. is established in Rotterdam and is registered with the Trade Register of the Chamber of Commerce under number 24370566. Solely Loyens & Loeff N.V. shall operate as contracting agent. All its services shall be governed by its General Terms and Conditions, including, inter alia, a limitation of liability and a nomination of competent jurisdiction. These General Terms and Conditions may be consulted via www.loyensloeff.com. The conditions were also deposited at the Trade Register of the Chamber of Commerce under number 24370566.

AMSTERDAM • BRUSSELS • HONG KONG • LONDON • LUXEMBOURG •

NEW YORK • PARIS • ROTTERDAM • SINGAPORE • TOKYO • ZURICH

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S-8 Form means the S-8 Form relating to, inter alia, the offering by the Company of Awards and Shares under the Plans, to be registered with the SEC.

Relevant Date means the date on which one or more Awards are granted or one or more Shares are issued in accordance with the Plans, as applicable.

SEC means the U.S. Securities and Exchange Commission.

Securities Act means the U.S. Securities Act of 1933, as amended.

Shares means any shares in the capital of the Company to be issued under the Plans.

Trade Register means the trade register of the Chamber of Commerce in the Netherlands.

3	SCOPE OF INQUIRY

3.1	For the purpose of rendering this opinion letter, we have only examined and relied upon electronically transmitted copies of the following documents:

(a)

an excerpt of the registration of the Company in the Trade Register dated 16 March 2022 (the Excerpt);

(b)

the deed of incorporation of the Company dated 7 June 2021;

(c)

the articles of association of the Company dated 1 October 2021 (the Articles);

(d)

the draft deed of issuance of Shares, as attached to this opinion letter as Annex 1 (the Deed of Issuance);

(e)

the Company’s stock option plan for employees as attached to this opinion letter as Annex 2 (the Employee Stock Option Plan),

(f)

the Company’s stock option plan for management as attached to this opinion letter as Annex 3 (the Management Stock Option Plan);

(g)

the Company’s equity incentive plan as attached to this opinion letter as Annex 4 (the Equity Incentive Plan);

(h)

the Company’s share purchase plan for employees as attached to this opinion letter als Annex 5 (the Employee Share Purchase Plan);

(i)

the Company’s 2018 legacy stock option program for founders as attached to this opinion letter as Annex 6 (the Founders Incentive Plan); and

(j)

the subrogation, assignment and plan amendment agreement between Wallbox Chargers, S.L. and the Company dated 29 September 2021 relating to the Employee Stock Option Plan, the Management Stock Option Plan and the Founders Incentive Plan (the Subrogation Agreement).

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3.2	We have undertaken only the following searches and inquiries (the Checks) at the date of this opinion letter:

(a)

an inquiry by telephone at the Trade Register, confirming that no changes were registered after the date of the Excerpt;

(b)

an online inquiry on the relevant website (www.rechtspraak.nl) of the Central Insolvency Register (Centraal Insolventieregister) confirming that the Company is not listed with the Central Insolvency Register and not listed on the EU Registrations list with the Central Insolvency Register; and

(c)

an online inquiry on the relevant website (http://eur-lex.europa.eu/) of the list referred to in article 2 (3) of Council regulation (EC) No 2580/2001, Annex I of Council regulation (EC) No 881/2002 and the Annex to Council Common Position 2001/931 relating to measures to combat terrorism, all as amended from time to time, confirming that the Company is not listed on such annexes.

4	NATURE OF OPINION

4.1

We only express an opinion on matters of Dutch law and the law of the European Union, to the extent directly applicable in the Netherlands, in force on the date of this opinion letter, excluding unpublished case law, all as interpreted by Dutch courts and the European Court of Justice. We do not express an opinion on tax law, competition law, sanction laws and financial assistance. The terms “the Netherlands” and “Dutch” in this opinion letter refer solely to the European part of the Kingdom of the Netherlands.

4.2

Our opinion is strictly limited to the matters stated herein. We do not express any opinion on matters of fact, on the commercial and other non-legal aspects of the transactions contemplated by the Plans and on any representations, warranties or other information included in any document examined in connection with this opinion letter, except as expressly stated in this opinion letter.

4.3

In this opinion letter Dutch legal concepts are sometimes expressed in English terms and not in their original Dutch terms. The concepts concerned may not be identical to the concepts described by the same English term as they exist under the laws of other jurisdictions. For the purpose of tax law a term may have a different meaning than for the purpose of other areas of Dutch law.

4.4	This opinion letter may only be relied upon under the express condition that any issue of interpretation or liability arising hereunder will be governed by Dutch law and be brought exclusively before the competent court in Rotterdam, the Netherlands.

4.5

This opinion letter is issued by Loyens & Loeff N.V. and may only be relied upon under the express condition that any liability of Loyens & Loeff N.V. is limited to the amount paid out under its professional liability insurance policies. Individuals or legal entities that are involved in the services provided by or on behalf of Loyens & Loeff N.V. cannot be held liable in any manner whatsoever.

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5	OPINIONS

The opinions expressed in this paragraph 5 (Opinions) should be read in conjunction with the assumptions set out in Schedule 1 (Assumptions) and the qualifications set out in Schedule 2 (Qualifications). On the basis of these assumptions and subject to these qualifications and any factual matters or information not disclosed to us in the course of our investigation, we are of the opinion that as at the date of this opinion letter:

5.1

Corporate status

The Company has been duly incorporated as a besloten vennootschap met beperkte aansprakelijkheid (private limited liability company) under Dutch law and is validly existing as a naamloze vennootschap (public limited liability company) under Dutch law.

5.2

Issued share capital

When issued pursuant to the executed Deed of Issuance and in accordance with the Plans and upon payment in full of the Shares, the Shares will have been validly issued, fully paid and validly outstanding and will be non-assessable.

6	ADDRESSEES

6.1

This opinion is an exhibit to the S-8 Form and may be relied upon solely for the purpose of the registration of the S-8 From in accordance with the Securities Act. It may not be supplied, and its contents or existence may not be disclosed, to any person other than as an exhibit to (and therefore together with) the S-8 Form and may not be relied upon for any purpose other than the registration.

6.2

We consent to the filing of this opinion letter with the SEC as an exhibit to the S-8 Form and to the reference to Loyens & Loeff N.V. in the S-8 Form. In giving this consent, we do not admit that we are a person whose consent is required under the Securities Act or any rules and regulations promulgated by the SEC.


Yours faithfully,
Loyens & Loeff N.V.

/s/ Loyens & Loeff N.V. ___________________________________________________

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Schedule 1

ASSUMPTIONS

The opinions in this opinion letter are subject to the following assumptions:

1	Documents

1.1	All original documents are authentic, all signatures (whether handwritten or electronic) are genuine and were inserted or agreed to be inserted by the relevant individual, and all copies are complete and conform to the originals.

1.2	The information recorded in the Excerpt is true, accurate and complete on the date of this opinion letter (although not constituting conclusive evidence thereof, this assumption is supported by the Checks).

1.3

The Plans and the Subrogation Agreement constitute the legal, valid and binding obligations of the parties thereto, which are enforceable against those parties in accordance with their terms, on the date of the Relevant Date and will not be amended, supplemented, terminated, rescinded, nullified or declared void thereafter.

1.4	The S-8 Form will have been filed with the SEC and declared effective pursuant to the Securities Act at the date of execution of the Deed of Issuance.

2	Incorporation, existence and corporate power

2.1	The Articles are the articles of association (statuten) of the Company in force on the date of this opinion letter (although not constituting conclusive evidence thereof, this assumption is supported by the contents of the Excerpt) and will be true, accurate and complete on the Relevant Date.

2.2

The Company has not been dissolved, merged involving the Company as disappearing entity, demerged, converted, granted a suspension of payments, declared bankrupt or subjected to any other insolvency proceedings listed in Annex A of Regulation (EU) 2015/848 on insolvency proceedings (recast), listed on the list referred to in article 2 (3) of Council Regulation (EC) 2580/2001, listed in Annex I to Council Regulation (EC) 881/2002 or listed and marked with an asterisk in the Annex to Council Common Position 2001/931 relating to measures to combat terrorism, as amended from time to time on the date of this opinion letter (although not constituting conclusive evidence thereof, this assumption is supported by the contents of the Excerpt and the Checks) and will not be dissolved, merged involving the Company as disappearing entity, demerged, converted, granted a suspension of payments, declared bankrupt or subjected to any other insolvency proceedings listed in Annex A of Regulation (EU) 2015/848 on insolvency proceedings (recast), listed on the list referred to in article 2 (3) of Council Regulation (EC) 2580/2001, listed in Annex I to Council Regulation (EC) 881/2002 or listed and marked with an asterisk in the Annex to Council Common Position 2001/931 relating to measures to combat terrorism, as amended from time to time on the Relevant Date

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3	Corporate authorisations

At the Relevant Date the granting of Awards or the issuance of Shares has been duly authorised by all requisite corporate action on the part of the Company.

4	Execution

The Deed of Issuance will be validly executed in the form as attached to this opinion letter as Annex 1.

5	Validity

Each party to the Plans, each holder of an Award granted or Share issued under the Plans and each party to the Subrogation Agreement will be validly existing under the laws by which it is purported to be governed on the Relevant Date.

6	Awards

6.1	Any Awards made under the Plans are made for bona fide commercial reasons.

6.2	Any offering of Awards, to the extent made in the Netherlands, has been, is and will be made in conformity with the Prospectus Regulation and the rules promulgated thereunder.

6.3

At the Relevant Date, (i) the relevant Award or Awards shall have been validly granted as a right to subscribe for Shares (recht tot het nemen van aandelen) by the corporate body authorized to do so, (ii) shall be in full force and effect upon being exercised or settled, as applicable, (iii) shall have been validly exercised or settled, as applicable, in accordance with the terms and conditions applicable to such Award or Awards and (iv) any pre-emption rights in respect of such Award or Awards shall have been validly excluded by the corporate body authorized to do so.

7	Issued share capital

7.1	The authorised share capital of the Company allows for the granting of the Awards or the issuance of the Shares at the Relevant Date.

7.2	The Shares will be subscribed for and duly accepted by Cede & Co. and the relevant subscribers or the broker on their behalf (as the case may be) on the Relevant Date.

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Schedule 2

QUALIFICATIONS

The opinions in this opinion letter are subject to the following qualifications:

1	Insolvency

The opinions expressed herein may be affected or limited by the provisions of any applicable bankruptcy, suspension of payments, statutory composition proceeding, any intervention, recovery or resolution measure, other insolvency proceedings and fraudulent conveyance (actio Pauliana) and other laws of general application now or hereafter in effect, relating to or affecting the enforcement or protection of creditors’ rights.

2	Enforceability

2.1

A Dutch legal entity may invoke the nullity of a transaction if the transaction does not fall within the objects of such legal entity and the other parties to the transaction knew, or without independent investigation, should have known, that such objects were exceeded. In determining whether a transaction falls within the objects of a legal entity all relevant circumstances should be taken into account, including the wording of the objects clause of the articles of association and the level of (direct or indirect) benefit derived by the legal entity.

2.2

Pursuant to Section 2:98c DCC, a naamloze vennootschap (public limited liability company may grant loans (leningen verstrekken) only in accordance with the restrictions set out in Section 2:98c DCC, and may not provide security (zekerheid stellen), give a price guarantee (koersgarantie geven) or otherwise bind itself, whether jointly and severally or otherwise with or for third parties (zich op andere wijze sterk maken of zich hoofdelijk of anderszins naast of voor anderen verbinden) with a view to (met het oog op) the subscription or acquisition by third parties of shares in its share capital or depository receipts. This prohibition also applies to its subsidiaries (dochtervennootschappen). It is generally assumed that a transaction entered into in violation of Section 2:98c DCC is null and void (nietig). Based on the content of the Plans, we have no reason to believe that the Company or its subsidiaries will violate Section 2:98c DCC in connection with the issue of Shares. However, we cannot confirm this definitively, since the determination of whether a company (or a subsidiary) has provided security, has given a price guarantee or has otherwise bound itself, with a view to the subscription or acquisition by third parties of shares in its share capital or depository receipts, as described above, is a matter of fact.

3	Non-assessable

The term “non-assessable” as used in this opinion letter means that a holder of a Share will not by mere reason of being such a holder be subject to calls by the Company or its creditors for any further payment on such Share.

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ANNEX 1

Deed of Issuance

DEED OF ISSUANCE OF SHARES IN THE CAPITAL OF

WALLBOX N.V.

DATED __________________ .

THE UNDERSIGNED:

(1)	[●*FOR ISSUANCE OF CLASS B SHARES* ●, a ●, with address at ●, having its official seat in ●, registered under number ● / born in ●, on ●, having its address at ● (Subscriber);]

(2)	Wallbox N.V., a public limited liability company (naamloze vennootschap) under Dutch law, having its official seat in Amsterdam, the Netherlands, and with address at Carrer del Foc 68, 08038 Barcelona, Spain, registered with the Dutch trade register under number 83012559 (Company).

BACKGROUND:

[●OPTION A: EXERCISE OF RIGHTS TO SUBSCRIBE FOR CLASS A SHARES GRANTED BY THE BOARD BY MEANS OF A RESOLUTION OF THE BOARD

(A)	[●include reference to applicable Incentive and/or Option Plan to be included (Plan)].

(B)

On 1 October 2021, the management board of the Company resolved (Resolution) to (i) grant rights to subscribe for such number of class A ordinary shares (rechten tot het nemen van aandelen) in the capital of the Company (Class A Shares), with a nominal value of EUR 0.12 each (Subscription Rights), as described in the Resolution (and in the aggregate amounting to up to ● Class A Shares under the Plan), and (ii) exclude all pre-emptive rights of existing shareholders of the Company in relation thereof.

(C)

The Board has identified the optionholder[●s] ([●Subscribers and each a ]Subscriber) exercising [●their / its] Subscription Rights, resulting in a subscription for - in total—● Class A Shares, with a nominal value of EUR 0.12 each (jointly: New Shares and each a New Share) at an aggregate issue price of USD ● (Issue Price), such in accordance with the Plan.

(D)

The New Shares are to be delivered in book-entry form to the Subscriber[●s] and hence (i) the New Shares will be issued to Cede & Co, a general partnership organized under the laws of the State of New York, United States of America, as nominee for The Depository Trust Company, a central securities clearing depository existing under the laws of the State of New York, United States of America (Cede & Co) and (ii) (the relevant broker, dealer and/or agent of) each Subscriber shall be credited in the book-entry system as the holder of the respective New Shares.

(E)	The Company shall hereby effect the issuance of the New Shares on the terms set out in the Resolution, the Plan and this deed.●]

[●OPTION B: ISSUANCE OF CLASS A SHARES UNDER PLAN FOR WHICH NO RIGHTS TO SUBSCRIBE FOR CLASS A SHARES HAVE BEEN GRANTED BY THE BOARD BY MEANS OF A RESOLUTION OF THE BOARD

(F)	[●include reference to applicable Incentive and/or Option Plan to be included (Plan)].

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(G)	The Board has identified the participant[●s] under the Plan ([●Subscribers and each a ]Subscriber) subscribing for the New Shares (as defined below).

(H)

(I)

On ●, the management board of the Company resolved (Resolution) to issue—in total—● class A ordinary shares, with a nominal value of EUR 0.12 each, to Cede & Co (jointly: New Shares and each a New Share) at an aggregate issue price of USD ● (Issue Price), and exclude all pre-emptive rights of existing shareholders of the Company in relation to the issuance of the New Shares.

(J)	The Company shall hereby effect the issuance of the New Shares on the terms set out in the Resolution, the Plan and this deed.●]

[●OPTION C: EXERCISE OF RIGHTS TO SUBSCRIBE FOR CLASS B SHARES GRANTED BY THE BOARD BY MEANS OF A RESOLUTION OF THE BOARD

(K)	[●include reference to applicable Incentive and/or Option Plan to be included (Plan)].

(L)

On 1 October 2021, the management board of the Company resolved (Resolution) to (i) grant rights to subscribe for such number of class B ordinary shares (rechten tot het nemen van aandelen) in the capital of the Company (Class B Shares), with a nominal value of EUR 1.20 each (Subscription Rights), as described in the Resolution (and in the aggregate amounting to up to ● Class B Shares under the Plan), and (ii) exclude all pre-emptive rights of existing shareholders of the Company in relation thereof.

(M)	The Subscriber is exercising its Subscription Rights, resulting in a subscription for - in total—● Class B Shares, with a nominal value of EUR 1.20 each (jointly: New Shares and each a New Share) at an aggregate issue price of USD ● (Issue Price), such in accordance with the Plan.

(N)	The Company and the Subscriber shall hereby effect the issuance of the New Shares on the terms set out in the Resolution, the Plan and this deed.●]

IT IS AGREED as follows:

[●OPTION A: CLASS A SHARES

1	Issuance

1.1

The Company issues the New Shares, with numbering A-● up to and including A-●, to Cede & Co, and Cede & Co accepts the New Shares from the Company by crediting (the relevant broker, dealer and/or agent of) each Subscriber in the book-entry system of The Depository Trust Company as the holder of the respective New Shares, all on the terms set out in the Resolution, the Plan and this deed.

1.2	The Company shall register the New Shares in its shareholders’ register in the name of Cede & Co.

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1.3	No share certificates shall be issued for the New Shares.]

[●OPTION B: CLASS B SHARES

1.4	The Company issues the New Shares, with numbering B-● up to and including B-●, to the Subscriber, and the Subscriber accepts the New Shares from the Company, all on the terms set out in the Resolution, the Plan and this deed.

1.5	The Company shall register the New Shares in its shareholders’ register in the name of the Subscriber.

1.6	No share certificates shall be issued for the New Shares.]

2	Payment on the New Shares

2.1

[●The Company allows the payment of the Issue Price to be made in a foreign currency in accordance with the Company’s articles of association and shall deposit with the Dutch trade register a bank certificate as referred to in Section 2:93a paragraph 6 of the Dutch Civil Code within two weeks after payment.]

2.2	The New Shares are paid up in full. The Company gives full discharge for the payment made.

2.3	If the Issue Price exceeds the aggregate nominal value of the New Shares, the balance shall constitute share premium (agio) and shall be recorded as such in the Company’s books and records.

3	[●*FOR ISSUANCE OF CLASS B SHARES ONLY* *Rescission (ontbinding***)

The Company and the Subscriber waive the right to rescind the agreement laid down in this deed or to demand rescission thereof.]

4	[●*FOR ISSUANCE OF CLASS B SHARES ONLY* Miscellaneous

4.1	Any communication in connection with this deed shall be in writing and unless otherwise stated, may be given in person, by post at the addresses stated above or by email at the addresses stated on the signature page.

4.2	This deed may be signed in counterparts.]

5	Governing law

This deed shall be governed by, and interpreted in accordance with, the laws of the Netherlands.

THIS DEED has been entered into on the date stated at the beginning of this deed.

signature follows

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SIGNATURE PAGE DEED OF ISSUANCE

WALLBOX N.V.

Signed for and on behalf of Wallbox N.V. by,

Name:

Title:

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SIGNATURE PAGE DEED OF ISSUANCE

WALLBOX N.V.

[●FOR ISSUANCE OF CLASS B SHARES Signed for and on behalf of ● by,]

Name:

Title:

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ANNEX 2

Employee Stock Option Plan

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ANNEX 3

Management Stock Option Plan

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ANNEX 4

Equity Incentive Plan

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ANNEX 5

Employee Share Purchase Plan

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ANNEX 6

Founder Stock Option Plan

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Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

Wallbox N.V.

Barcelona, Spain

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Wallbox N.V. of our report dated July 14, 2021, relating to the consolidated financial statements of Wall Box Chargers S.L. which appears in Wallbox N.V.’s Registration Statement on Form F-1 (No. 333-260652), which is incorporated by reference in this Registration Statement.

BDO Bedrijfsrevisoren BV

On behalf of it,

Ellen Lombaerts

/s/ Ellen Lombaerts

Zaventem, Belgium

March 23, 2022

Exhibit 99.3

STOCK OPTION PLAN

“WALLBOX CHARGERS, S.L.”

FOR

MANAGEMENT

LOGO

Confidential

INDEX


1.	PURPOSE OF THE PLAN	3

2.	PLAN MECHANISM	3

3.	STRIKE PRICE	4

4.	VESTING PERIOD	4

5.	EXERCISE CONDITIONS	5

6.	EXERCISE OF OPTIONS	5

7.	TRANSFER OF OPTIONS	7

8.	TERMINATION OF THE BENEFICIARIES’ EMPLOYMENT	7

9.	EMPLOYMENT MATTERS	7

10.	PERSONAL DATA	8

11.	LISTING OF THE SHARES OF THE COMPANY AND REGULATORY CONSTRAINTS	8

12.	CONFIDENTIALITY	9

13.	TAXATION	9

14.	NOTICES	9

15.	LANGUAGES	10

16.	SEVERABILITY	10

17.	APPLICABLE LAW AND JURISDICTION	10

ANNEX 1: INVITATION NOTICE

ANNEX 2: ROLL-OVER LETTER

ANNEX 3: BENEFICIARY EXERCISE NOTICE		11

ANNEX 4: CLOSING NOTICE

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“WALLBOX CHARGERS, S.L.”

STOCK OPTION PLAN FOR MANAGEMENT

1.	PURPOSE OF THE PLAN

1.1

WALLBOX CHARGERS, S.L. (hereinafter, “Wallbox” or the “Company”) has approved to offer to certain managers and key personnel of the Company (hereinafter, the “Beneficiaries” or, individually, the “Beneficiary”) the possibility of participating in a stock option plan over shares of the Company (the “Options”) which give to any Beneficiary the opportunity to acquire a certain number of ordinary shares (the “Shares”) of the Company, in the terms and conditions set forth below (hereinafter, the “Plan”).

1.2	In the referred framework, this Plan aims to (i) align the interests of the Beneficiaries with the creation of value for the Company, and (ii) allow Beneficiaries to benefit in the future from the value that they contribute to generate with their professional activity in the Company.

1.3	The participation of the Beneficiary in the present Plan is voluntary and will not entail that the Company assumes any sort of undertaking to offer the Beneficiary a participation in future incentive plans which may be agreed by the Company.

1.4	The CEO has been instructed to carry out the following faculties in relation to the Plan:

Determination of the Beneficiaries of the Plan;

Setting of the number of stock options and other conditions of each Beneficiary;

Construction and interpretation of the general conditions of the Plan; and

Any other faculties that may be necessary for the proper interpretation of the Plan.

2.	PLAN MECHANISM

2.1	The maximum number of Shares that shall underlie all of the Options included in this Plan shall be, at the Effective Date (as defined below), equivalent to 2.947 shares of the current share capital of the Company.

2.2	Such percentage will be therefore subject to dilution, as any other shares, in the event that future capital increases are carried out in the Company, or that additional new rights or benefits not foreseen in this Plan are created.

2.3	Options under this Plan shall be granted over ordinary shares of the Company, which as of the date of this Plan are class A shares in accordance with the approved text of the Bylaws of the Company.

2.4	The Board of Directors of the Company, through the CEO or any of its members, shall deliver a personal notice to each Beneficiary (hereinafter, the “Invitation Notice”),

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with an invitation to participate in the Plan, which shall contain, among others, (i) the number of Options granted to the Beneficiary; and, where appropriate (ii) the individual conditions governing the participation of the Beneficiary in the Plan (hereinafter, the “Particular Conditions”). Form of the Invitation Notice is attached hereto as Annex 1 to this Plan.

2.5	Together with the Invitation Notice, each Beneficiary will receive a copy of this Plan.

2.6	For the purposes of this Plan, the date of concession shall be that date indicated in the Invitation Notice except where expressly set forth herein (hereinafter, the “Concession Date”).

2.7

In proof of its acceptance to participate in the Plan, the Beneficiary shall deliver to the Company an executed copy of the Invitation Notice within the term to that effect stated in the Invitation Notice. The execution of the Invitation Notice by the Beneficiary shall entail its acceptance of each and every one of the terms and conditions set forth in the General Conditions and in the Particular Conditions.

2.8	In case the Beneficiary fails to deliver the Invitation Notice duly signed within the term established, it shall be understood that it refrains from participating in the Plan to all effects, not acquiring, consequently, the condition of Beneficiary.

2.9

The granting of the Options shall be governed by the terms and conditions of this Plan and, where appropriate, by the Particular Conditions which may be set forth in the Invitation Notice. In case of conflict between the general conditions of this Plan and the Particular Conditions set forth in the Invitation Letter, the latter shall prevail.

3.	STRIKE PRICE

3.1	The exercise or strike price of the Options will be the price per share to be paid by the Beneficiary for the Shares to be acquired, and which shall be expressly specified in the Invitation Notice (or Roll-Over Letter) for each Beneficiary (hereinafter, the “Strike Price”).

3.2	Such Strike Price will automatically be updated in the event of share splits or increase in the par value (valor nominal) of the Company’s Shares from the Concession Date and until the time of exercise of the Option.

4.	VESTING PERIOD

4.1	The vesting period shall be of three years starting on the Concession Date, during which the Options shall progressively vest for the Beneficiary, to the extent the conditions set forth in this Plan are met (hereinafter, the “Vesting Period”).

4.2	In this regard, the Options will be consolidated proportionally on an annual basis, on the last day of each year, at a rate of 1/3 per year accordingly with the Vesting Dates set in the Annex I.

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4.3	Consequently, at the end of the referred three years period, the Options shall have completely vested.

4.4	In any case, and taking into consideration the concurrence of particular circumstances, the Company may set forth a different Vesting Period in the Particular Conditions included in the Invitation Notice received by a Beneficiary, which shall in any case be agreed with the particular Beneficiary.

4.5	The Company may at any time grant an accelerated vesting right in relation to the part of the Options pending to be vested to the Beneficiaries as it may consider necessary or convenient.

4.6	In case of suspension of the professional relationship during the Vesting Period due to illness, accident, maternity or paternity or any other non-voluntary temporary leave or absence, the Options shall continue to vest in the same terms and conditions regardless of such leave or absence.

5.	EXERCISE CONDITIONS

5.1	Compliance with each and every one of the following conditions shall be an essential requisite for a Beneficiary to exercise the Options (the “Exercise Conditions”:

That the Options to be exercised have vested, according to the Vesting Period conditions established in section 4 above;

That no mandatory lock-up period is in force in accordance with applicable regulations, and in particular in the cases foreseen in section 11 below, which may entail limitations for the exercise by the Beneficiary of its Options in accordance with this Plan (the “Mandatory Lock-Up”);

That the Company has not initiated a Temporary Suspension of exercise in accordance with Section 6.8 below; and

That any other particular conditions included in the Beneficiary’s Invitation Notice have been fulfilled.

6.	EXERCISE OF OPTIONS

6.1	Beneficiaries will be entitled to execute their vested Options from the date immediately following the fulfilment of all the Exercise Conditions set forth in section 5 above (subject to section 6.8 below).

6.2	The Beneficiary shall notify to the Company its decision to exercise his/her Options by delivering to the Board of Directors of the Company a notice of exercise duly completed and signed in the terms set forth in Annex 3 to this Plan (hereinafter, the “Beneficiary Exercise Notice”).

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6.3	The Beneficiary shall have a maximum term of 5 years to exercise the Options the (“Exercise Period”). Should a Beneficiary fail to exercise his/her Options, any rights under this Plan would be forfeited.

6.4

From receipt of the Beneficiary Exercise Notice by the Company, the Company in the next General Shareholders’ Meeting will increase the share capital and issue the corresponding ordinary shares as a result of the exercise of the Options and shall communicate to the Beneficiaries the date of acquisition of such shares (hereinafter, the “Closing Notice”). The term between the Beneficiary Exercise Notice and the Closing Notice may not exceed 3 months. Attached as Annex 4 is the template of Closing Notice that shall be used by the Company.

6.5

Prior or simultaneous to any acquisition of the Shares in exercise of the Options under this Plan, the Beneficiary shall expressly adhere to each and every one of the covenants contained in the relevant applicable shareholders’ agreement of the Company, if any, and expressly assume all the obligations set out therein, by providing the corresponding adhesion notice or notarial accession deed if required by the Company. Should the shareholders’ agreement contain classes of shares or categories of shareholders different from those currently containing, the Beneficiary will be included in the ordinary class of shares.

6.6

In relation to the foregoing, by participating in this Plan, the Beneficiaries acknowledge and accept that shareholders agreement of the Company contains a preferential liquidation clause which could entail an unequal distribution of the proceeds in favor of certain shareholders in certain potential liquidation events defined under the shareholders agreement in detriment of the other shareholders, and therefore of the price to be eventually received by the Beneficiary of its underlying Shares.

In this regard, the Beneficiaries hereby accept the application of such liquidation preference clause and the fact that their underlying shares are ordinary shares and could therefore be affected by application of such liquidation preference, in the same (and in no worse) terms and conditions than it would affect the remaining shares of the Company not subject to such preference.

In addition to the foregoing, the Beneficiaries further accept that, during the term of this Plan, the conditions of the preferential liquidation clause may be modified and that such liquidation preference shall also be applicable to the underlying shares in the same terms and conditions (and in no worse) that would be applicable to the remaining shares of the Company not subject to such preference.

6.7

In the event that the Beneficiary breaches any of the obligations under sections 6.5 and 6.6 above, the rights of the Beneficiary under this Plan shall automatically be forfeited and, if applicable, the ownership of its shares shall also be forfeited. In this regard, by the acceptance to participate in this Plan, each Beneficiary expressly authorises the Company to carry out a capital reduction by amortization of shares and grants all consents (including to vote in favour of the relevant resolutions) which may be necessary to carry out such amortization. If it proves necessary, the Beneficiary shall

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reiterate the consents and shall document in the form that the Company deems appropriate and shall make use of his/her rights as shareholders to completely and timely fulfil the covenants contained in this section.

6.8

The Board of Directors shall be entitled to temporarily suspend the exercise of the Options (or a certain number of them) due to applicability of mandatory legal provisions or of resolutions or requests from regulatory authorities or in cases where the Board may resolve that the exercise of such Options may materially adversely affect or be detrimental to the Company or the value of the shares (the “Temporary Suspension”) provided that such Temporary Suspension shall be subject to applicable regulations and shall (except where legally compelled to a longer term) be in force for a maximum continued term of 3 months and in any case for no more than 9 alternative months during a 12 month period.

7.	TRANSFER OF OPTIONS

7.1	The Options shall not be transferable inter vivos, non-assignable or not disposable on the basis of any other title in favour of a third-party, nor may they be encumbered or charged or used as a guarantee.

7.2	The rights over the Options shall automatically be transferred to the heirs of Beneficiaries in the case of death prior to the exercise for any vested Options, in which case the heirs may exercise the Options in the terms and conditions described in this Plan.

8.	TERMINATION OF THE BENEFICIARIES’ EMPLOYMENT

8.1

In the event of termination of the employment relationship with the Company, for any cause, the Beneficiary (or his/her successors in the event of death) shall keep its rights under the Plan in relation with any Options already vested, according to the Vesting Period referred in section 4 above, at the time of such termination. As such, the Beneficiary shall only lose the right to exercise the part of the Options which were not vested at the time of termination.

9.	EMPLOYMENT MATTERS

9.1

The participation of the Beneficiary in the Plan and the granting of Options shall not trigger any compensation right in favour of the Beneficiary in the case of termination of the employment or services agreement for any cause. In this sense, the value of the Options does not constitute, at the date of granting, a remuneration and shall be outside the scope of the employment or services agreement of the Beneficiary nor has a salary nature.

9.2

In the event that a Beneficiary is employed or contracted or resides in a country with laws that prescribe certain requirements for the correct application of this Plan, whatever their nature may be, the Board of Directors may at its discretion modify the terms of the Plan for the purpose of qualifying the Plan under such laws of such country; provided, however, that to the extent possible, the overall terms and conditions of the Plan remain as similar as possible, but in no event be made more favorable to the Beneficiary.

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9.3

In no event shall the potential gains deriving from this Plan be computable in the pensionable or regulating salary that serves as a base to determine the voluntary improvements of the protective action of Social Security from which the Beneficiary may benefit. As they do not have a salary nature, neither the participation in the plan nor the granting of the options will be taking into account for any calculation derived from the employment relationship or the compensation that could have been derived from it for any reason.

10.

PERSONAL DATA

10.1

The Beneficiary acknowledges and accepts that in order to correctly fulfill and comply with the obligations contained herein, it will be necessary to communicate certain personal information and data arising from the employment relationship to third parties or entities that must intervene for the correct management of the Plan, such as the Company, stock exchange market agents, management consulting companies or financial entities. To these effects, it is expressly agreed that the Company might incorporate its data to a personal data file and to assign it, given the case, to other companies of the group if considered necessary for the proper management of the Plan.

10.2	The Beneficiary commits to submit a written communication to the Board of Directors of the Company if there is any variation or modification regarding his/her personal data.

10.3	The access, rectification, cancellation and opposition rights may be exercised by written communication to the Company.

11.

LISTING OF THE SHARES OF THE COMPANY AND REGULATORY CONSTRAINTS

11.1

The Board of Directors shall be entitled to amend this Plan at any time to the extent necessary to adapt its content to such regulations and/or mandatary restrictions to which the shares of the Company, the Company itself or the Beneficiaries may be subject as a consequence of the Company’s shares becoming listed in a regulated stock market.

11.2

In addition, to the extent such regulations imply the need to amend the content of Invitation Notices, the Board of Directors shall also be entitled to unilaterally effect those amendments, provided that it shall (i) notify the affected Beneficiaries in writing as soon as reasonably practicable including the details of the necessary amendments being put into effect; and (ii) limit the amendments solely to those necessary to adapt them to applicable regulations and/or market policies.

11.3	By participating in this plan, the beneficiaries acknowledge and accept the need for any such potential amendments to be implemented in accordance with applicable law and regulations. in this regard, the beneficiaries hereby undertake to take any actions

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and sign any documents as may be necessary or convenient to execute the necessary changes, waiving any right they may have to oppose to, suspend or delay in any way whatsoever the implmentation or applicability of such amendments .

11.4

In addition, the beneficiaries further acknowledge and agree that the shares of the company may be contributed into a holding company for the purposes of its listing and that the stock options held by the beneficiaries under this plan may need to be transferred and rolled-over to a new plan of such holding company, provided that the terms of the new plan shall in no case be less favorable to the beneficiaries than the terms of this plan.

12.

CONFIDENTIALITY

12.1

During the term of the Plan and after its extinction, the Beneficiaries undertake to keep as strictly confidential any information regarding the Company, its business and/or the present Plan, that they might have access to during the term of their employment or professional relationship, as well as the information regarding their participation in the Plan and the terms and conditions of such participation.

13.

TAXATION

13.1	Any tax that might arise from the granting and/or exercise of the Options, shall be on the account of the relevant Beneficiary or, given the case, of his/her successors. Furthermore, the social security contributions which are legally attributable to the Beneficiary shall be borne by him.

13.2	Any retention shall be practiced in compliance with the applicable tax legislation at every moment, even if such retention would not have been practiced and required by the tax authorities, shall be borne by the Beneficiary and, given the case, his/her successors.

13.3

Likewise, given the case, the Beneficiary shall be responsible for the payment on account of the Personal Income Tax or equivalent tax, as a consequence of the income generated by the exercise of the Options, even if originally such income would not have been charged, but the tax authorities require it afterwards.

14.

NOTICES

14.1	Any notification or communication to any Beneficiary shall be made in writing and delivered by hand or sent to the address or email address that the Beneficiary has communicated to the Company.

14.2	Any notification or communication to the Company shall be made in writing and delivered to the Board of Directors at the registered office of the Company and shall be effective upon receipt.

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15.

LANGUAGES

15.1	The English version of this Plan is the only enforceable version. Should any conflict arise between the English language version of this Plan and any translation hereof, the English language version shall prevail.

16.

SEVERABILITY

16.1

If any provision of this Plan is determined to be invalid or unenforceable in whole or in part, for any present or future reason, such invalidity or unenforceability shall not affect the enforceability of any of the remaining provisions hereof. This Plan shall be construed in such a way as if such invalid or unenforceable provision had never been contained herein. For these purposes, this Plan shall no longer be valid exclusively with respect to the null or invalid provision, and none of the remaining parts or provisions of this Plan shall be null, invalid, prejudiced or affected by such nullity or invalidity, except that due to resulting essential to this Plan it affected the Plan as a whole.

17.

APPLICABLE LAW AND JURISDICTION

17.1	This Plan shall be governed by and construed in accordance with the Laws of Spain.

17.2	Any dispute, controversy, issue or claim arising out of the performance or interpretation of this Plan, or relating thereof, directly or indirectly, shall be settled by the Courts of the city of Barcelona.

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ANNEX 3: BENEFICIARY EXERCISE NOTICE

Mr. [member of the Board of Directors of WALLBOX CHARGERS, S.L.]

Member of the Board of Directors of

WALLBOX CHARGERS, S.L

[city], [date]

Dear Mr. / Ms. [...],

I hereby give notice of:


☐		My intention to exercise the vested Options that were granted to me in the Invitation Notice to the Stock Option Plan on [date of invitation], in the form established by the Board of Directors, that is by means of the acquisition of the number of shares underlying the Options that correspond to me.

		[Additionally, I acknowledge and accept my obligation of entering into the shareholders agreement of the Company, assuming all the terms and conditions set forth therein, as well as undertake the obligation to grant limited and irrevocable powers of attorney in favor of the Company, regarding the rights assumed by virtue of my adhesion to the shareholders agreement of the Company, or any subsequent agreement regulating the rights and obligations of the shareholders of the Company.]¹

☐		My intention not to exercise the Options that were granted to me in the Invitation Notice to the Stock Option Plan on [date of invitation].

Sincerely,

Mr./Ms. [...]

[DNI/Passport]: [...]

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Exhibit 99.4

STOCK OPTION PLAN

“WALLBOX CHARGERS, S.L.”

LOGO

INDEX



1.	PURPOSE OF THE PLAN	3

2.	PLAN MECHANISM	3

3.	STRIKE PRICE	4

4.	EFFECTIVENESS & TERM OF THE PLAN	5

5.	VESTING PERIOD	5

6.	EXERCISE CONDITIONS	5

7.	EXERCISE OF OPTIONS	7

8.	REDEMPTION RIGHT	8

9.	REDEMPTION RIGHT PAYMENT	10

10.	EXERCISE OF OPTIONS & REDEMPTION RIGHT IN FINANCING ROUNDS	11

11.	TRANSFER OF OPTIONS	12

12.	TERMINATION OF THE BENEFICIARIES’ EMPLOYMENT	12

13.	EMPLOYMENT MATTERS	12

14.	PERSONAL DATA	13

15.	CONFIDENTIALITY	13

16.	TAXATION	13

17.	NOTICES	14

18.	LANGUAGES	14

19.	SEVERABILITY	14

20.	APPLICABLE LAW AND JURISDICTION	14

ANNEX 1: INVITATION NOTICE		15

ANNEX 2: LIQUIDATION EVENT NOTICE		16

ANNEX 3: BENEFICIARY EXERCISE NOTICE		17

ANNEX 4: CLOSING NOTICE		18

ANNEX 5: REDEMPTION RIGHT NOTICE		19

2/19

“WALLBOX CHARGERS, S.L.”

STOCK OPTION PLAN FOR EMPLOYEES

1.	PURPOSE OF THE PLAN

1.1.

WALLBOX CHARGERS, S.L. (hereinafter, “Wallbox” or the “Company”) has approved to offer to all employees of the Company (hereinafter, the “Beneficiaries” or, individually, the “Beneficiary”) the possibility of participating in a stock option plan over shares of the Company (the “Options”) which give to any Beneficiary the opportunity to acquire a certain number of ordinary shares (the “Shares”) of the Company, in the terms and conditions set forth below (hereinafter, the “Plan”).

1.2.	In the referred framework, this Plan aims to (i) align the interests of the Beneficiaries with the creation of value for the Company, and (ii) allow Beneficiaries to benefit in the future from the value that they contribute to generate with their professional activity in the Company.

1.3.	The participation of the Beneficiary in the present Plan is voluntary and will not entail that the Company assumes any sort of undertaking to offer the Beneficiary a participation in future incentive plans which may be agreed by the Company.

1.4.

The Board of Directors of the Company is hereby instructed to carry out the following faculties in relation to the Plan, notwithstanding any further delegations of these faculties and responsibilities the Board of Directors may agree in favor of the Chief Executive Officer (CEO) or any of its members:

Determination of the Beneficiaries of the Plan;

Setting of the number of stock options and other conditions of each Beneficiary;

Construction and interpretation of the general conditions of the Plan;

Exercise of the Redemption Right; and

Any other faculties that may be necessary for the proper interpretation of the Plan.

2.	PLAN MECHANISM

2.1

The maximum number of Shares that shall underlie to all of the Options included in this Plan shall be, at the Effective Date (as defined below), equivalent approximately to 1% of the current share capital of the Company, the exact amount of which will be approved by the General Shareholders Meeting of the Company in accordance with section 4.2 below.

Such percentage will be therefore subject to dilution, as any other shares, in the event that future capital increases are carried out in the Company, or that additional new rights or benefits not foreseen in this Plan are created.

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2.2	Options under this Plan shall be granted over ordinary shares of the Company, which as of the date of this Plan are class A shares in accordance with the approved text of the Bylaws of the Company.

2.3

The Board of Directors of the Company, through the CEO or any of its members, shall deliver a personal notice to each Beneficiary (hereinafter, the “Invitation Notice”), with an invitation to participate in the Plan, which shall contain, among others, (i) the number of Options granted to the Beneficiary; and, where appropriate (ii) the individual conditions governing the participation of the Beneficiary in the Plan (hereinafter, the “Particular Conditions”). Form of the Invitation Notice is attached hereto as Annex 1 to this Plan.

2.4	Together with the Invitation Notice, each Beneficiary will receive a copy of this Plan.

2.5	For the purposes of this Plan, it shall be understood as date of concession the 1 May 2020, unless otherwise stated in the Invitation Notice (hereinafter, the “Concession Date”).

2.6

2.7	In case the Beneficiary fails to deliver duly filled in the Invitation Notice within the term established, it shall be understood that it refrains from participating in the Plan to all effects, not acquiring, consequently, the condition of Beneficiary.

2.8

3.	STRIKE PRICE

3.1.	The exercise or strike price of the Options will be the par value (valor nominal) of the Shares to be acquired by the Beneficiary (hereinafter, the “Strike Price”).

3.2.	Such Strike Price will be automatically updated in the event of share splits or increase in the par value (valor nominal) of the Company’s Shares from the Concession Date and until the time of execution.

3.3.

Notwithstanding the foregoing, the Company shall structure a mechanism in order to avoid the disbursement of the referred Strike Price by each Beneficiary in case of exercise of the Option, under the terms of this Plan, as such amount shall be integrated within the salary reduction agreed by the Beneficiary with the Company in the framework of the salary adjustment plan the Company is implementing.

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4.	EFFECTIVENESS & TERM OF THE PLAN

4.1.

This Plan shall enter into force on the date of its approval by the Board of Directors of the Company (hereinafter, the “Effective Date”) and shall remain in force for a until all options have been exercised or all Beneficiaries have received the Redemption Right payment as foreseen in section 9 below.

4.2.	Notwithstanding the foregoing, the validity and enforceability of this Plan shall be subject to its ratification by the General Shareholders Meeting, which shall happen no later than forty-five (45) days after the Effective Date.

5.	VESTING PERIOD

5.1.	The vesting period shall be of eight (8) uninterrupted months starting on the Concession Date, during which the Options shall progressively vest for the Beneficiary, to the extent the conditions set forth in this Plan are met (hereinafter, the “Vesting Period”).

5.2.	In this regard, the Options will be consolidated proportionally on a monthly basis, on the last day of each month, at a rate of 1/8 (12.5%) per month.

5.3.	Consequently, at the end of the referred eight (8) months period, the Options shall have completely vested.

5.4.	In any case, and taking into consideration the concurrence of particular circumstances, the Company may set forth a different Vesting Period in the Particular Conditions included in the Invitation Notice received by a Beneficiary, which shall in any case be agreed with the particular Beneficiary.

5.5.	The Company may at any time grant an accelerated vesting right in relation to the part of the Options pending to be vested to the Beneficiaries as it may consider necessary or convenient.

5.6.	In case of suspension of the professional relationship during the Vesting Period due to illness, accident, maternity or paternity or any other non-voluntary temporary leave or absence, the Options shall continue to vest in the same terms and conditions regardless of such leave or absence.

6.	EXERCISE CONDITIONS

6.1.	Compliance with each and every one of the following conditions shall be an essential requisite for a Beneficiary to exercise the Options:

That the Options to be exercised have vested, according to the Vesting Period conditions established in section 5 above.

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That one of the following circumstances or transactions take place, which shall be hereinafter referred as the “Liquidation Events” or, individually, as a “Liquidation Event”:

(i)

The transfer of a number of shares of the Company which represents a percentage over 50% of its share capital, in favor of shareholders of the Company or in favor of third parties different from the shareholders of the Company or of companies controlled directly or indirectly by the shareholders, to the extent and when the consideration for such sale is a payment in cash or in shares of a listed company.

It shall not be understood that a transfer of shares exists when the transfer occurs:

•

Between companies of the same group of companies as the transferring shareholder;

•

Between venture capital entities managed by the same venture capital management company; or

•

As a consequence of a merger, spin off or any other kind of reorganization or corporate restructuring of the Company or of any of the group companies or of the shareholders of the Company and the companies of their group.

For the avoidance of doubt, transfers carried out in several transactions taking place within a term of twelve (12) months which jointly sum up to more than 50% of the share capital of the Company shall be also considered covered within this Liquidation Event.

(ii)

The listing of the shares of the Company, or of any holding company to which the shares of the Company have been transferred for the purposes of its listing in (i) primary stock regulated market or in any other equivalent regulated market; or (ii) alternative stock exchange markets; of the European Union, the United States of America or any of the OECD countries;.

(iii)

The refund of the contributions to the shareholders of the Company by means of the redemption of shares representing more than 50% of the share capital of the Company in the framework of one or more capital decreases approved within a term of twelve (12) months.

(iv)

Any dividend distribution agreed by the Company in the framework of the sale of the Company’s business or global assignment of its substantial assets and liabilities (including but not limited to intellectual and industrial property rights).

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7.	EXERCISE OF OPTIONS

7.1.	Beneficiaries will be entitled to execute their vested Options at the occurrence of a Liquidation Event, subject to non-execution of the Redemption Right (as defined in section 8 below).

7.2.

In the event a Liquidation Event is expected to occur, provided that the Redemption Right is not exercised as per section 8 below, the Board of Directors shall communicate to the Beneficiary in writing and with reasonable prior notice his/her right to exercise the Options (hereinafter, the “Liquidation Event Notice”). Attached as Annex 2 to this Plan is the template of the Liquidation Event Notice that shall be issued by the Board of Directors.

7.3.

The Beneficiary shall notify to the Company its decision regarding the exercise of his/her Options (or not) within ten (10) days from receipt of the Liquidation Event Notice of the Company (hereinafter, the “Beneficiary Exercise Notice”). Attached as Annex 3 is the form of Beneficiary Exercise Notice that the Beneficiary must deliver to the Company duly completed and signed. If the Beneficiary does not exercise his/her Options, any rights under this Plan could eventually be forfeited, if where so comunicated again by the Company, the Beneficiary fails to exercise the Options before the Liquidation Event takes place.

7.4.

Within twenty (20) days from receipt of the Beneficiary Exercise Notice by the Company or in such other term in which a closing date for the Liquidation Event is established by the involved parties, the Company shall hold a General Shareholders’ Meeting to increase the share capital and issue the corresponding ordinary shares as a result of the exercise of the Options and shall communicate to the Beneficiaries the date of acquisition of such shares (hereinafter, the “Closing Notice”). Attached as Annex 4 is the template of Closing Notice that shall be used by the Company.

7.5.

Exercise of the Options shall in any case be subject to the closing of the Liquidation Event. In the event that the Liquidation Event does not finally occur, the notice under paragraph 7.2 and 7.3 and/or any notice in relation with the Options shall not produce any effects and shall be understood as not delivered.

7.6.

Prior or simultaneous to any acquisition of the Shares in exercise of the Options under this Plan resulting from a Liquidation Event, the Beneficiary shall expressly adhere to each and every one of the covenants contained in the relevant applicable shareholders’ agreement of the Company, if any, and expressly assume all the obligations set out therein, by providing the corresponding adhesion notice or notarial accession deed if required by the Company. Should the shareholders’ agreement contain classes of shares or categories of shareholders different from those currently containing, the Beneficiary will be included in the ordinary class of shares.

7.7.

After the acquisition of the Shares by the Beneficiary, he will become bound to participate in the Liquidation Event with the terms and conditions agreed between the shareholders and the acquirer(s), given the case, to which end the Beneficiary shall execute the relevant agreements or accessory documents.

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7.8.

In relation to the foregoing, by participating in this Plan, the Beneficiaries acknowledge and accept that shareholders agreement of the Company contains a preferential liquidation clause which could entail an unequal distribution of the proceeds of a Liquidation Event in favor of certain shareholders under the shareholders agreement in detriment of the other shareholders, and therefore of the price to be eventually received by the Beneficiary of its underlying Shares in such potential Liquidation Event.

7.9.	In addition, the Beneficiary convenes to execute in good faith all actions necessary and to not hinder the closing of any transaction within a Liquidation Event.

7.10.

In the event that the Beneficiary breaches any of the obligations under sections 7.6, 7.7 7.8, and 7.9 above, the rights of the Beneficiary under this Plan shall automatically be forfeited and, if applicable, the ownership of its shares shall also be forfeited. In this regard, by the acceptance to participate in this Plan, each Beneficiary expressly authorises the Company to carry out a capital reduction by amortization of shares and grants all consents (including to vote in favour of the relevant resolutions) which may be necessary to carry out such amortization. If it proves necessary, the Beneficiary shall reiterate the consents and shall document in the form that the Company deems appropriate and shall make use of his/her rights as shareholders to completely and timely fulfil the covenants contained in this section.

8.	REDEMPTION RIGHT

8.1.

Notwithstanding the foregoing, in the event of a Liquidation Event (other than those defined in section 6.1b) (ii)), in lieu of exercising the Option, the Company’s Board of Directors shall be entitled, at its sole discretion, to cancel any vested Options by paying in cash an amount to the Beneficiary equal to the capital gain the Beneficiary would have received had it exercised the Option and then participated in the Liquidation Event with its acquired Shares (hereinafter, the “Redemption Right”).

8.2.

In the event a Liquidation Event is expected to occur, and the Board of Directors decides to exercise this Redemption Right, the Company shall communicate to the Beneficiary in writing and with reasonable prior notice the decision (hereinafter, the “Redemption Right Notice”). Attached as Annex 5 to this Plan is the template of Redemption Right Notice that shall be issued by the Company.

8/19

8.3.	The amount which shall correspond to the relevant Beneficiary in case of exercise of the Redemption Right shall be equivalent to the result of multiplying (i) the number of Shares underlying the vested Options of the Beneficiary by (ii) the relevant URV (as defined below).

8.4.	In relation thereto, the unitary reference value (the “URV”) shall be determined in the following manner depending on the circumstances giving rise to the Liquidation Event:

Transfer of more than 50% of the shares of the Company (in relation to Section 6.1.b) (i)):

(i)

The URV shall be equal to the effective price per share to be received by the holders of ordinary shares at the Liquidation Event, including for these purposes, all the shares issued or created by the Company and the Options allocated to the Beneficiaries in accordance with this Plan or any other phantom share or option granted by the Company from time to time on a fully diluted basis, and after detracting (i) any applicable liquidation preferences; and (ii) any selling expenses or costs which are to be borne by the holders of ordinary shares in the same terms and conditions than these.

(ii)

In case of sales affecting less than 100% of the shares of the Company, the URV shall be calculated considering only those ordinary shares which are subject to the Liquidation Event.

(iii)

In case of different prices per share affecting the ordinary shares of the Company at the Liquidation Event, the URV shall be calculated taking into account the average price per share received by the holders of ordinary shares. Likewise, if the transfer of shares is completed in several transfers, the URV shall be the average price per share of ordinary shares resulting from all the transfers giving rise to the Liquidation Event.

Refund of shareholders’ contributions in the framework of share capital decreases or payment of dividends (in relation to Section 6.1. b) (iii) and (iv)).

(i)

The URV shall equal the value per share to be received by the holders of ordinary shares from the Company calculated taking into consideration the dividend amount or aggregate contributions, cash or non-cash, refunded to the shareholders of the Company, and taking into account for these purposes all the shares issued or created by the Company and the Options allocated to the Beneficiaries in accordance with this Plan or any other phantom share or option granted by the Company from time to time on a fully diluted basis, and after detracting (i) any applicable liquidation preferences; and (ii) any transaction expenses or costs which are to be borne by the holders of ordinary shares in the same terms and conditions than these

9/19

(ii)

In case of refund of contributions or payment of dividends affecting less than 100% of the shares of the Company, the URV shall be calculated considering only those ordinary shares which are subject to the Liquidation Event.

(iii)

In case of different amount of refund or dividends per share being received by the ordinary shares of the Company at the Liquidation Event, the URV shall be calculated considering the average value/dividend per share received by the holders of ordinary shares. Likewise, if the refund of contributions or payment of dividends is completed in several transactions, the URV shall be the average value/dividend per share of ordinary shares resulting from all the transfers giving rise to the Liquidation Event.

8.5.	For the avoidance of doubt, in case of application of a liquidation preference clause within a Liquidation Event, the URV will be calculated considering the application of the clause and subtracting, if applicable, the amounts of the Liquidation Event subject to such preference.

8.6.	Payment of the Redemption Right Amount shall be understood to include (and offset) any outstanding Strike Price amount deriving from section 3.3 above.

9.	REDEMPTION RIGHT PAYMENT

9.1.

In case of exercise of the Redemption Right by the Company, the amount corresponding to the Beneficiary (hereinafter, the “Redemption Right Amount”) shall be paid within a maximum term of thirty (30) business days as from the date (i) the payment to the shareholders of the Company is received as a consequence of the Liquidation Event; or (ii) from the date in which the Company receives the corresponding disbursements in case of a Financing Round.

9.2.

Notwithstanding the foregoing, in case the transaction triggering the Liquidation Event entails a deferred payment of the consideration agreed in such transaction or in case the Financing Round is structured in different tranches, the Redemption Right Amount shall be payable on the same terms as have been agreed for the payment of the price of the transaction triggering the Liquidation Event or the disbursement of the corresponding tranches at such Financing Round, given the case.

9.3.

Additionally, in case the transaction triggering the Liquidation Event entails the granting of guarantees by the relevant sellers, irrespective of how such guarantees are structured, the Redemption Right Amount shall be payable in proportion to the amounts received by the shareholders at the moment the Liquidation Event takes place. The remaining amount, if any, shall be payable as the guarantees are released, in proportion to the amounts released.

10/19

9.4.	Without prejudice to sections 9.2 or 9.3 above, and to the extent a Liquidation Event or a Financing Round takes place, the Board of Directors of the Company may agree the early payment of the Redemption Right Amount in favor of the Beneficiaries.

9.5.

Payment of the Redemption Right Amount shall be made in cash except in the case where the Liquidation Event entails payment of proceeds in shares of a listed company in which case the Board of Directors of the Company may decide to pay the Redemption Right Amount fully in cash or also in shares in the same proportion of cash and shares received by the holders of ordinary shares.

9.6.	In case of payment in shares of a listed company and where such shares are subject to a lock-up period after the Liquidation event occurs, the Beneficiaries shall be entitled to receive the Redemption Right Amount payment only after such lock-up period has elapsed.

10.

EXERCISE OF OPTIONS & REDEMPTION RIGHT IN FINANCING ROUNDS

10.1.

In addition to the exercise of the Options in case of Liquidation Events as per section 7 above, and in case (i) a new financing round takes place in the Company during the duration of this Plan in which current shareholders or external investors carry out a cash contribution to the Company (a “Financing Round”); and (ii) in such Financing Round, a secondary acquisition is agreed by virtue of which there is an opportunity for the Option holders to sell their shares to the investor(s); then the Company may in good faith and at its sole discretion offer to the Beneficiaries the possibility of voluntarily participating in such sale via either (i) ordinary exercise of their Options, in line with section 7 above; or (ii) by exercising the Redemption Right.

10.2.

In case a Beneficiary chooses to be paid through the exercise by the Company of the Redemption Right as per section 10.1 above, then the amount to be perceived by such Beneficiary shall be calculated in the same terms as foreseen in sections 8.3 and 8.4, and the URV shall be equal to the effective price per share received by the holders of ordinary shares whom have participated in the secondary sale of shares to the relevant investor(s).

Notwithstanding 10.1 and 10.2 above, where so requested by the investor(s) participating in the Financing Round and regardless of whether there is a secondary acquisition being carried out within its framework, the Company shall be entitled to unilaterally (i) compel the Beneficiaries to exercise their Options and sell their Shares to the investor(s); or (ii) exercise the Redemption Right over all the existing Options. In such scenario, the amount to be perceived by the Beneficiary shall again be calculated in the same terms as foreseen in sections 8.3 and 8.4, and the URV shall be equal to the blended price per share to be paid by the investor(s) participating in the Financing Round, both as primary and secondary, as agreed with the Company in the corresponding capitalization table used for the purposes of the Financing Round.

11/19

11.

TRANSFER OF OPTIONS

11.1.

The Options shall not be transferable inter vivos, non-assignable or not disposable on the basis of any other title in favour of a third-party, nor may they be encumbered or charged or used as a guarantee.

11.2.

The rights over the Options shall automatically be transferred to the heirs of Beneficiaries in the case of death prior to any Liquidation Event or Financing Round for any vested Options, in which case the heirs may exercise the Options (or receive the Redemption Right payment) in the terms and conditions described in this Plan.

12.

TERMINATION OF THE BENEFICIARIES’ EMPLOYMENT

12.1.

In the event of termination of the employment relationship with the Company, for any cause, the Beneficiary (or his/her successors in the event of death) shall keep its rights under the Plan in relation with any Options already vested, according to the Vesting Period referred in section 5 above, at the time of such termination. As such, the Beneficiary shall only lose the right to exercise the part of the Options which were not vested at the time of termination.

13.

EMPLOYMENT MATTERS

13.1.

13.2.

13.3.

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14.

PERSONAL DATA

14.1.

14.2.

The Beneficiary commits to submit a written communication to the Board of Directors of the Company if there is any variation or modification regarding his/her personal data.

14.3.

The access, rectification, cancellation and opposition rights may be exercised by written communication to the Company.

15.

CONFIDENTIALITY

15.1.

16.

TAXATION

16.1.

Any tax that might arise from the granting and/or exercise of the Options, shall be on the account of the relevant Beneficiary or, given the case, of his/her successors. Furthermore, the social security contributions which are legally attributable to the Beneficiary shall be borne by him.

16.2.

Any retention shall be practiced in compliance with the applicable tax legislation at every moment, even if such retention would not have been practiced and required by the tax authorities, shall be borne by the Beneficiary and, given the case, his/her successors.

16.3.

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17.

NOTICES

17.1.

Any notification or communication to any Beneficiary shall be made in writing and delivered by hand or sent to the address or email address that the Beneficiary has communicated to the Company.

17.2.

Any notification or communication to the Company shall be made in writing and delivered to the Board of Directors at the registered office of the Company and shall be effective upon receipt.

18.

LANGUAGES

18.1.

The English version of this Plan is the only enforceable version. Should any conflict arise between the English language version of this Plan and any translation hereof, the English language version shall prevail.

19.

SEVERABILITY

19.1.

20.

APPLICABLE LAW AND JURISDICTION

20.1.

This Plan shall be governed by and construed in accordance with the Laws of Spain.

20.2.

Any dispute, controversy, issue or claim arising out of the performance or interpretation of this Plan, or relating thereof, directly or indirectly, shall be settled by the Courts of the city of Madrid.

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ANNEX 1: INVITATION NOTICE

Mr/Ms

[name of Beneficiary]

[city], [date]

Dear Mr. / Ms.:

We hereby inform you that the Governing Body of WALLBOX CHARGERS, S.L. has decided to designate you as one of the beneficiaries of the stock option plan of the company (hereinafter the “Stock Option Plan”), offering you the chance to participate in it in the terms and conditions listed below:

•

Number of Options granted: […]

•

Class of underlying shares: […]

•

Concession Date: […]

A copy of the Stock Option Plan is hereby delivered together with this Invitation Notice. We kindly urge you to read carefully the Stock Option Plan since your participation in the same shall require your acceptance of every and all of its terms and conditions.

For that purpose, if you are interested in participating in the Stock Option Plan, please return within [...] days a signed copy of this notice to the attention of [...] as sign of your receipt and unconditional and irrevocable acceptance of each and every one of the provisions of the Stock Option Plan.

Sincerely,

Mr. [...]

[Title]

Acknowledged and agreed:

Mr / Ms [...]

DNI/Passport [...]

Date: [...]

ANNEX 2: LIQUIDATION EVENT NOTICE

Mr/Ms [name of Beneficiary]

Hand delivered

[city], [date]

We hereby inform you that in the following [...] days the consummation of a Liquidation Event is expected to enable the exercise of your Options granted in the Invitation Letter of the Stock Option Plan dated on [...].

Attached to this letter is a response form in which you may indicate if you are interested in exercising the Options that were granted to you. To this end, we would request you to, within ten (10) business days of this notice, return to the attention of [...] the duly completed and signed form.

Sincerely,

Mr. [...]

[Title]

ANNEX 3: BENEFICIARY EXERCISE NOTICE

Mr. [member of the Board of Directors of WALLBOX CHARGERS, S.L.]

Member of the Board of Directors of

WALLBOX CHARGERS, S.L

[city], [date]

Dear Mr. / Ms. [...],

I hereby give notice of:

☐	My intention to exercise the vested Options that were granted to me in the Invitation to the Stock Option Plan on [date of invitation], in the form established by the Board of Directors, that is by means of the acquisition of the number of shares underlying the Options that correspond to me.

Additionally, I acknowledge and accept my obligation of entering into the shareholders agreement of the Company, assuming all the terms and conditions set forth therein, as well as undertake the obligation to grant limited and irrevocable powers of attorney in favor of the Company, regarding the rights assumed by virtue of my adhesion to the shareholders agreement of the Company, or any subsequent agreement regulating the rights and obligations of the shareholders of the Company.

☐	My intention not to exercise the Options that were granted to me in the Invitation Notice to the Stock Option Plan on [date of invitation].

Sincerely,

Mr./Ms. [...]

[DNI/Passport]: [...]

ANNEX 4: CLOSING NOTICE

Mr./Ms. [name of Beneficiary]

Hand delivered

[city], [date]

Dear Mr. / Ms. [...],

We hereby notify that the acquisition of ordinary shares of WALLBOX CHARGERS, S.L. which underlie the Options granted by virtue of the Stock Option Plan will occur as follows:

Place: […]

Date: […]

Number of Shares: […]

Exercise Price: […]

Sincerely,

Mr. [...]

[title]

ANNEX 5: REDEMPTION RIGHT NOTICE

Mr/Ms [name of Beneficiary]

Hand delivered

[city], [date]

We hereby inform you that in the following [...] days the consummation of a Liquidation Event/Financing Round is expected to take place.

In relation thereto, the Board of Directors of the Company has resolved to exercise the Redemption Right in the terms and with the conditions set for in section 8/10 of the Stock Options Plan of the Company of which you are a Beneficiary.

As a consequence of such exercise, you shall be entitled to receive an amount of […] which shall be paid to the same account where you receive your salary as follows:

[…]

In relation thereto, we hereby

Sincerely,

Mr. [...]

[Title]

Exhibit 99.5

STOCK OPTION PLAN

“WALLBOX CHARGERS, S.L.”

FOR

FOUNDERS

LOGO

Draft subject to changes

Draft subject to changes

Confidential

INDEX


1.	PURPOSE OF THE PLAN	3

2.	PLAN MECHANISM	3

3.	STRIKE PRICE	4

4.	EFFECTIVENESS & TERM OF THE PLAN	5

5.	EXERCISE CONDITIONS	5

6.	EXERCISE OF OPTIONS	5

7.	TRANSFER OF OPTIONS	6

8.	TERMINATION OF THE BENEFICIARIES’ EMPLOYMENT	76

9.	EMPLOYMENT MATTERS	7

10.	PERSONAL DATA	7

11.	LISTING OF THE SHARES OF THE COMPANY AND REGULATORY CONSTRAINTS	87

12.	CONFIDENTIALITY	8

13.	TAXATION	98

14.	NOTICES	9

15.	LANGUAGES	9

16.	SEVERABILITY	9

17.	APPLICABLE LAW AND JURISDICTION	9

ANNEX 1: INVITATION NOTICE		1110

ANNEX 2: BENEFICIARY EXERCISE NOTICE		1211

ANNEX 3: CLOSING NOTICE		1312

2/13

Draft subject to changes

Confidential

“WALLBOX CHARGERS, S.L.”

STOCK OPTION PLAN FOR FOUNDERS

1.	PURPOSE OF THE PLAN

1.1

WALLBOX CHARGERS, S.L. (hereinafter, “Wallbox” or the “Company”) has approved to offer to the founders of the Company, that is, Enric Asunción Escorsa and Eduard Castañeda Mañé (hereinafter, the “Beneficiaries” or, individually, the “Beneficiary”) the possibility of participating in a stock option plan over shares of the Company (the “Options”) which give to any Beneficiary the opportunity to acquire a certain number of ordinary shares (the “Shares”) of the Company, in the terms and conditions set forth below (hereinafter, the “Plan”).

1.2

In the referred framework, this Plan is directed solely to the founders of the Company and is granted with the aim of (i) aligning the interests of the founders with the creation of additional value for the Company with a strike price at a valuation equal to or even higher than current market value, and (ii) allowing the founders to benefit from more liquid Options which are fully vested and transferable from their date of concession.

1.3	The participation of the Beneficiary in the present Plan is voluntary and will not entail that the Company assumes any sort of undertaking to offer the Beneficiary a participation in future incentive plans which may be agreed by the Company.

1.4	Board of Directors of the Company has been instructed to carry out the following faculties in relation to the Plan:

Determination of the Beneficiaries of the Plan;

Setting of the number of stock options and other conditions of each Beneficiary;

Construction and interpretation of the general conditions of the Plan; and

Any other faculties that may be necessary for the proper interpretation of the Plan.

2.	PLAN MECHANISM

2.1	The maximum number of Shares that shall underlie all of the Options included in this Plan shall be, at the Effective Date (as defined below), equivalent to 4.289 shares of the current share capital of the Company.

2.2	Options under this Plan shall be granted over ordinary shares of the Company, which as of the date of this Plan are class A shares in accordance with the approved text of the Bylaws of the Company.

3/13

Draft subject to changes

Confidential

2.3	Options granted under this Plan shall be fully vested as from the Concession Date (as defined below).

2.4

The Board of Directors of the Company, through the CEO or any of its members, shall deliver a personal notice to each Beneficiary (hereinafter, the “Invitation Notice”), with an invitation to participate in the Plan, which shall contain, among others, (i) the number of Options granted to each Beneficiary; and, where appropriate (ii) the individual conditions governing the participation of the Beneficiary in the Plan (hereinafter, the “Particular Conditions”). Form of the Invitation Notice is attached hereto as Annex 1 to this Plan.

2.5	Together with the Invitation Notice, each Beneficiary will receive a copy of this Plan.

2.6	For the purposes of this Plan, the date of concession shall be that date indicated in the Invitation Notice except where expressly set forth herein (hereinafter, the “Concession Date”).

2.7

2.8	In case the Beneficiary fails to deliver the Invitation Notice duly signed within the term established, it shall be understood that it refrains from participating in the Plan to all effects, not acquiring, consequently, the condition of Beneficiary.

2.9

3.	STRIKE PRICE

3.1

The exercise or strike price of the Options will be the price per share to be paid by the Beneficiary for the Shares to be acquired, and shall be equivalent to € 466,24 per share, which shall be calculated on the basis of a pre-money fully-diluted valuation of the Company of TWO HUNDRED MILLION EUROS (200,000,000 €) (hereinafter, the “Strike Price”).

3.2	The Strike Price shall be included in each Invitation Notice granted to a Beneficiary and shall be automatically be updated in the event of share splits or increase in the par value (valor nominal) of the Company’s Shares from the Concession Date and until the time of exercise of the Option.

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4.	EFFECTIVENESS & TERM OF THE PLAN

4.1	This Plan shall enter into force on the date of its approval by the General Shareholders Meeting of the Company (hereinafter, the “Effective Date”).

5.	EXERCISE CONDITIONS

5.1	Compliance with each and every one of the following conditions shall be an essential requisite for a Beneficiary to exercise the Options (the “Exercise Conditions”):

The Beneficiary will have a lock-up period of three years by virtue of which he will be able to exercise the options proportionally on an monthly basis, on the last day of each month at a rate of 1/36 per month from Concession (the “Mandatory Lock-Up”);

That the Company has not initiated a Temporary Suspension of exercise in accordance with Section 6.7 below; and

That any other particular conditions included in the Beneficiary’s Invitation Notice have been fulfilled.

6.	EXERCISE OF OPTIONS

6.1	Beneficiaries will be entitled to execute their Options at any time provided that all of the Exercise Conditions set forth in section 5 above are met (subject to section 6.7 below).

6.2	The Beneficiary shall notify to the Company its decision to exercise his/her Options by delivering to the Board of Directors of the Company a notice of exercise duly completed and signed in the terms set forth in Annex 2 to this Plan (hereinafter, the “Beneficiary Exercise Notice”).

6.3	The Beneficiary shall have a maximum term of 5 years to exercise the Options the (“Exercise Period”). Should a Beneficiary fail to exercise his/her Options, any rights under this Plan would be forfeited.

6.4

From receipt of the Beneficiary Exercise Notice by the Company, the Company will, in the next General Shareholders’ Meeting, increase the share capital and issue the corresponding ordinary shares as a result of the exercise of the Options and shall communicate to the Beneficiaries the date of acquisition of such shares (hereinafter, the “Closing Notice”). The term between the Beneficiary Exercise Notice and the Closing Notice may not exceed 3 months. Attached as Annex 3 is the template of Closing Notice that shall be used by the Company.

6.5

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Confidential

In this regard, the Beneficiaries hereby accept the application of such liquidation preference clause and the fact that their underlying Shares are ordinary shares and could therefore be affected by application of such liquidation preference, in the same (and in no worse) terms and conditions than it would affect the remaining shares of the Company not subject to such preference.

In addition to the foregoing, the Beneficiaries further accept that, during the term of this Plan, the conditions of the preferential liquidation clause may be modified and that such liquidation preference shall also be applicable to the underlying Shares in the same terms and conditions (and in no worse) that would be applicable to the remaining shares of the Company not subject to such preference.

6.6

In the event that the Beneficiary breaches the obligations under section 6.5 above, the rights of the Beneficiary under this Plan shall automatically be forfeited and, if applicable, the ownership of its Shares shall also be forfeited. In this regard, by the acceptance to participate in this Plan, each Beneficiary expressly authorises the Company to carry out a capital reduction by amortization of Shares and grants all consents (including to vote in favour of the relevant resolutions) which may be necessary to carry out such amortization. If it proves necessary, the Beneficiary shall reiterate the consents and shall document in the form that the Company deems appropriate and shall make use of his/her rights as shareholders to completely and timely fulfil the covenants contained in this section.

6.7

7.	TRANSFER OF OPTIONS

7.1	The Options, once they are exercisable considering clause 5 above, shall be transferable inter vivos, assignable or disposable on the basis of any other title in favour of a third-party as from the Concession Date.

7.2	The rights over the Options shall automatically be transferred to the heirs of Beneficiaries in the case of death prior to the exercise for any Options, in which case the heirs may exercise the Options in the terms and conditions described in this Plan.

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Confidential

7.3

Except (i) in the case of sale to companies controlled by the Beneficiaries or from the same group of companies, (ii) in the case the Company performs a business combination agreement with a special purpose acquisition company (“SPAC”) within 6 months from today’s date and/or (iii) the Company’s shares are listed on a regulated market, the sale of company options will give the rest of the shareholders a preemptive right over the options to be sold under the same terms and conditions as those offered to the Beneficiaries.

8.	TERMINATION OF THE BENEFICIARIES’ EMPLOYMENT

8.1	In the event of termination of the employment relationship with the Company, for any cause, the Beneficiary (or his/her successors in the event of death) shall keep its rights under the Plan in relation with the Options consolidated.

9.	EMPLOYMENT MATTERS

9.1

9.2

9.3

10.

PERSONAL DATA

10.1

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10.2	The Beneficiary commits to submit a written communication to the Board of Directors of the Company if there is any variation or modification regarding his/her personal data.

10.3	The access, rectification, cancellation and opposition rights may be exercised by written communication to the Company.

11.

LISTING OF THE SHARES OF THE COMPANY AND REGULATORY CONSTRAINTS

11.1

11.2

11.3

By participating in this plan, the beneficiaries acknowledge and accept the need for any such potential amendments to be implemented in accordance with applicable law and regulations. in this regard, the Beneficiaries hereby undertake to take any actions and sign any documents as may be necessary or convenient to execute the necessary changes, waiving any right they may have to oppose to, suspend or delay in any way whatsoever the implementation or applicability of such amendments .

11.4

In addition, the Beneficiaries further acknowledge and agree that the shares of the Company may be contributed into a holding company for the purposes of its listing and that the stock options held by the Beneficiaries under this plan may need to be transferred and rolled-over to a new plan of such holding company, provided that the terms of the new plan shall in no case be less favorable to the Beneficiaries than the terms of this Plan.

12.

CONFIDENTIALITY

12.1

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13.

TAXATION

13.1	Any tax that might arise from the granting and/or exercise of the Options, shall be on the account of the relevant Beneficiary or, given the case, of his/her successors. Furthermore, the social security contributions which are legally attributable to the Beneficiary shall be borne by him.

13.2	Any retention shall be practiced in compliance with the applicable tax legislation at every moment, even if such retention would not have been practiced and required by the tax authorities, shall be borne by the Beneficiary and, given the case, his/her successors.

13.3

14.

NOTICES

14.1	Any notification or communication to any Beneficiary shall be made in writing and delivered by hand or sent to the address or email address that the Beneficiary has communicated to the Company.

14.2	Any notification or communication to the Company shall be made in writing and delivered to the Board of Directors at the registered office of the Company and shall be effective upon receipt.

15.

LANGUAGES

15.1	The English version of this Plan is the only enforceable version. Should any conflict arise between the English language version of this Plan and any translation hereof, the English language version shall prevail.

16.

SEVERABILITY

16.1

17.

APPLICABLE LAW AND JURISDICTION

17.1	This Plan shall be governed by and construed in accordance with the Laws of Spain.

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Confidential

17.2	Any dispute, controversy, issue or claim arising out of the performance or interpretation of this Plan, or relating thereof, directly or indirectly, shall be settled by the Courts of the city of Barcelona.

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Confidential

ANNEX 1: INVITATION NOTICE

Mr/Ms [name of Beneficiary]

Hand delivered

[city], [date]

Dear Mr. / Ms.:

•

Number of Options granted: […]

•

Class of underlying shares: […]

•

Strike Price of the Options: […]

•

Concession Date: […]


Sincerely,						Acknowledged and agreed:


Mr. [...]						Mr / Ms [...]
[Title]						DNI/Passport [...]
						Date: [...]

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Confidential

ANNEX 2: BENEFICIARY EXERCISE NOTICE

Mr. [member of the Board of Directors of WALLBOX CHARGERS, S.L.]

Member of the Board of Directors of

WALLBOX CHARGERS, S.L

[city], [date]

Dear Mr. / Ms. [...],

I hereby give notice of:

☐	My intention to exercise the Options that were granted to me in the Invitation Notice to the Stock Option Plan on [date of invitation], in the form established by the Board of Directors, that is by means of the acquisition of the number of shares underlying the Options that correspond to me.

☐	My intention not to exercise the Options that were granted to me in the Invitation Notice to the Stock Option Plan on [date of invitation].

Sincerely,

Mr./Ms. [...]

[DNI/Passport]: [...]

12/13

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Confidential

ANNEX 3: CLOSING NOTICE

Mr./Ms. [name of Beneficiary]

Hand delivered

[city], [date]

Dear Mr. / Ms. [...],

We hereby notify that the acquisition of ordinary shares of WALLBOX CHARGERS, S.L. which underlie the Options granted by virtue of the Stock Option Plan will occur as follows:

Place: […]

Date: […]

Number of Shares: […]

Exercise Price: […]

Sincerely,

Mr. [...]

[title]

13/13

Exhibit 99.6

Strictly Private & Confidential

Legally privileged

SUBROGATION, ASSIGNMENT AND PLAN AMENDMENT AGREEMENT

On 29 September 2021

THE PARTIES

On the one part,

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.

On the other part,

WALLBOX B.V., a private company with limited liability organized and existing under the laws of the Netherlands (besloten vennootschap met beperkte aansprakelijkheid) with official seat in Amsterdam, the Netherlands, and with registered address at Carrer del Foc no. 68, Barcelona, Spain, and registered with the Dutch trade register under number 83012559 (hereinafter, “Holdco”), 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 47795190-V, in force.

The Company and Holdco shall henceforth be jointly referred to herein as the “Parties” and each of them individually as a “Party”.

WHEREAS

(A)

The Company has granted employees, key managers and founders 41,137 options over ordinary shares of the Company (the “Company Options”) pursuant to (i) the stock option plan for employees (the “ESOP COVID Plan”), (ii) the stock option plan for managers (the “Management Stock Option Plan”) and (iii) the stock option plan for founders (the “Founders Stock Option Plan”). The ESOP COVID Plan, the Management Stock Option Plan and the Founders Stock Option Plan shall hereinafter be referred to as the “Plans”.

(B)

On 9 June 2021, a Business Combination Agreement was entered into by the Company, Holdco, Orion Merger Sub. Corp and Kensington Acquisition Capital Corp (the “BCA”), by reason of the SPAC Transaction (the “Transaction”), whereby, among others, it was agreed that each Company Option that is outstanding immediately prior to the Exchange Effective Time, whether vested or unvested, shall at the Exchange Effective Time be turned into an option to purchase a number of shares of the applicable class of Holdco Ordinary Shares.

(C)

Taking in consideration that, as a consequence of the implementation of the BCA, shares of the Company will be fully owned by Holdco, whose shares will in turn be listed in the New York Stock Exchange, it was agreed that the beneficiaries of the Plan shall receive Holdco Ordinary Shares (instead of Company shares) in order to enhance their future liquidity capacity.

NOW THEREFORE, the Parties, having the sufficient legal capacity to enter into this agreement, mutually agree to enter into this Subrogation agreement (hereafter, the “Subrogation, Assignment and Plan Amendment Agreement”), subject to the following

Strictly Private and Confidential

Legally privileged

CLAUSES

1.	DEFINITIONS

1.1	Capitalised terms not defined herein shall have the meaning given to them in the BCA.

2.	ENTRY INTO FORCE

2.1	This Subrogation, Assignment and Plan Amendment Agreement shall be effective on the Effective Time and therefore conditional on Closing.

3.	SUBROGATION OF HOLDCO

3.1

By virtue of this Subrogation, Assignment and Plan Amendment Agreement, the Parties agree that, with effects as from the Effective Time, Holdco shall subrogate the Company in all rights and obligations under the Plan, the VP Agreement as well as under the award agreements entered into by the beneficiaries listed in Schedule I (“Award Agreements”).

3.2	The Parties acknowledge that the Plans and Award Agreements shall remain valid, in full force and unchanged, save as otherwise stated herein.

4.	ASSIGNMENT OF COMPANY OPTIONS

4.1	The Company Options, whether vested or unvested, shall at the Exchange Effective Time become of options to purchase ordinary shares of Holdco (“Holdco Options”), as follows:

(a)

6,748 Company Options granted under the ESOP COVID Plan will become 1,626,206 Holdco Options to acquire up to 1,626,206 Class A Shares, under the ESOP COVID Plan;

(b)

30,100 Company Options granted under the ESOP Management Plan will become 7,253,823 Holdco Options to acquire up to 7,253,823 Class A Shares under the Management Stock Option Plan.

(c)

4,289 Company Options granted under Wallbox Option Plan for Founders up will become 1,033,610 Holdco Options to acquire 1,033,610 Class B Shares, under the Founders Stock Option Plan;

Schedule I includes the list of beneficiaries, number of Company Options and Holdco Options.

4.2	Following the Effective Time, neither the Company nor Holdco shall award further options under the Plans.

5.	AMENDMENTS TO THE PLANS AND VP AGREEMENT

5.1	Subject to Clauses 3 and 4, the terms and conditions of the Plans and the Award Agreements shall remain unchanged and will continue in full force and effect, save as indicated herein and in Clause 6 below and Schedule II hereto.

5.2

All references to “Company” shall be understood to be made to “Holdco” save with respect to the fact that beneficiaries remain employed by Company and therefore all vesting conditions linked to the beneficiary remaining an employee of the Company or other employment matters shall refer to his/her employment relationship with the Company and not Holdco.

Strictly Private and Confidential

Legally privileged

6.	SUSPENSION OF EXERCISE PERIOD FOR VESTED OPTIONS

6.1	With effects as from the Effective Time, the condition set out in paragraph 6.1.b) of the ESOP COVID Plan shall be deemed to be met.

6.2	The exercise period of any vested Company Options, as turned into Holdco Options on the Effective Time, shall remain suspended during the Lock-Up Period.

6.3

Without prejudice to the above, any unvested Company Options, as turned into unvested Holdco Options on the Effective Time, shall maintain its ordinary consolidation regime (vesting) in the terms provided in the Plans and the Award Agreements. Following the vesting of such unvested Holdco Options (previously, unvested Company Options), their exercise period shall remain suspended during the Lock-up Period as stated in paragraph 6.2 above.

7.	GENERAL

7.1

This Subrogation, Assignment and Plan Amendment Agreement may be executed in any number of counterparts, and by the Parties on separate counterparts, but shall not be effective until each of the Parties has executed at least one counterpart. Each counterpart shall constitute an original but all counterparts together shall constitute one and the same instrument.

7.2	This Subrogation and Assignment Agreement is governed by and shall be construed in accordance with the Laws of Spain and any dispute is subject to the exclusive jurisdiction of the courts of the city of Madrid.

In witness whereof, the parties hereby sign this Subrogation, Assignment and Plan Amendment Agreement, on all pages, at the date and place first written above.

/s/ Enric Asunción Escorsa

WALLBOX CHARGERS, S.L.

Represented by Enric Asunción Escorsa

/s/ Enric Asunción Escorsa

WALLBOX B.V.

Represented by Enric Asunción Escorsa

Strictly Private and Confidential

Legally privileged

Schedule I - List of beneficiaries, number of Company Options and Holdco Options.

Strictly Private and Confidential

Legally privileged

Schedule II – Amendments to Plans

1.	FOUNDERS STOCK OPTION PLAN

With effect from Closing, the Founders Stock Option Plan shall be amended as set out below:

1.1	Amendments to Clause 2 (“Plan Mechanism”)

Paragraph 2.1 of Clause 2 (“Plan Mechanism”) shall be replaced by: “The maximum number of Shares that underlie to all of the Options included in this Plan shall be, at the Effective Date (as defined below), equivalent to 1,033,610 the current share capital of the Company. Such percentage will be therefore subject to dilution, as any other shares, in the event that future capital increases are carried out in the Company, or that additional new rights or benefits not foreseen in this Plan are created”

Paragraph 2.3 of Clause 2 of the Award Agreement (“Plan Mechanism”) shall be replaced by: “Options under this Plan shall be granted over ordinary shares of Holdco, which as of the date of this Plan are class B shares in accordance with the articles of association of the Company.”

1.2	Amendments to Clause 3 (“Strike Price”)

Clause 3 (“Strike Price”) shall be replaced by:

“3.1. The exercise or strike price of the Options will be the price per share to be paid by the Beneficiary for the Shares to be acquired, and will be equivalent to € 1,93 per share”

3.2. The Strike Price shall be automatically updated in the event of share splits or increase in the par value (valor nominal) of the Company’s Shares from the Effective Time¹ until the time of exercise of the Option”

1.3	Amendments to Clause 6 (“Exercise of Options”)

Paragraph 6.4 of Clause 6 (“Exercise of Options”) shall be replaced by: “From receipt of the Beneficiary Exercise Notice by Holdco, the board of directors of the Company or the general meeting of Company, as applicable, shall resolve to increase the share capital and issue the corresponding ordinary shares as a result of the exercise of the Options and shall communicate to the Beneficiaries the date of acquisition of such shares (hereinafter, the “Closing Notice”). The term between the Beneficiary Exercise Notice and the Closing Notice may not exceed 3 months. Attached as Annex 4 is the template of Closing Notice that shall be used by the Company.”

Paragraph 6.5 and 6.6. shall be removed.

1.4	Transfer of Options

Paragraphs 7.1 and 7.2 of Clause 7 (“Transfer of Options”) shall be replaced by:

“7.1. The Options, once they are exercisable considering clause 5 above, shall be transferable inter vivos, assignable or disposable on the basis of any other title in favor of a third party as from the Concession Date, for which purpose the Beneficiary shall receive Class A Shares upon exercise.

¹	“Effective Time” shall have the meaning given in the BCA.

Strictly Private and Confidential

Legally privileged

7.2. In the event of death prior to the exercise for any Options, the rights over the Options shall be converted into rights over options to purchase class A Shares and transferred to the heirs of the Beneficiaries in the terms and conditions described in this Plan.

1.5	All references to “shareholders’ agreement” shall be removed.

2.	MANAGEMENT STOCK OPTION PLAN

With effect from Closing, the Management Stock Option Plan shall be amended as set out below:

2.1	Amendments to Clause 2 (“Plan Mechanism”)

Paragraph 2.1 of Clause 2 (“Plan Mechanism”) shall be replaced by: “The maximum number of Shares that underlie to all of the Options included in this Plan shall be, at the Effective Date (as defined below), equivalent to 7,253,823 shares of the current share capital of the Company. Such percentage will be therefore subject to dilution, as any other shares, in the event that future capital increases are carried out in the Company, or that additional new rights or benefits not foreseen in this Plan are created”

2.2	Amendments to Clause 3 (“Strike Price”)

Clause 3 (“Strike Price”) shall be replaced by:

“3.1. The exercise or strike price of the Options will be the price per share to be paid by the Beneficiary for the Shares to be acquired, and will be equivalent to € 0,0021 per share”

3.2. The Strike Price shall be automatically updated in the event of share splits or increase in the par value (valor nominal) of the Company’s Shares from the Effective Time² until the time of exercise of the Option”

2.3	Amendments to Clause 6 (“Exercise of Options”)

Paragraph 6.4 of Clause 6 (“Exercise of Options”) shall be replaced by: “From receipt of the Beneficiary Exercise Notice by Holdco, the board of directors of the Company or the general meeting of Company, as applicable, shall resolve to increase the share capital and issue the corresponding ordinary shares as a result of the exercise of the Options and shall communicate to the Beneficiaries the date of acquisition of such shares (hereinafter, the “Closing Notice”). The term between the Beneficiary Exercise Notice and the Closing Notice may not exceed 3 months. Attached as Annex 4 is the template of Closing Notice that shall be used by the Company.”

Paragraph 6.5, 6.6. and 6.7. shall be removed.

2.4	All references to “shareholders’ agreement” shall be removed.

3.	ESOP COVID PLAN

3.1	Amendments to Clause 2 (“Plan Mechanism”)

Paragraph 2.1 of Clause 2 (“Plan Mechanism”) shall be replaced by: “The maximum number of Shares that underlie to all of the Options included in this Plan shall be, at the Effective Date (as defined below), equivalent to 1,626,206 the current share capital of the Company. Such percentage will be therefore subject to dilution, as any other shares, in the event that future capital increases are carried out in the Company, or that additional new rights or benefits not foreseen in this Plan are created”

²	“Effective Time” shall have the meaning given in the BCA.

Strictly Private and Confidential

Legally privileged

3.2	Amendments to Clause 3 (“Strike Price”)

Paragraphs 3.1 and 3.2 shall be replaced by:

“3.1. The exercise or strike price of the Options will be the price per share to be paid by the Beneficiary for the Shares to be acquired, and will be equivalent to € 0,0021 per share”

3.2. The Strike Price shall be automatically updated in the event of share splits or increase in the par value (valor nominal) of the Company’s Shares from the Effective Time³ until the time of exercise of the Option”

3.3	Amendments to Clause 4 (“Effectiveness & Term of the Plan”)

Paragraph 4.2 shall be removed.

3.4	Amendments to Clause 7 (“Exercise of Options”)

Paragraph 7.4 of Clause 6 (“Exercise of Options”) shall be replaced by: “From receipt of the Beneficiary Exercise Notice by Holdco, the board of directors of the Company or the general meeting of Company, as applicable, shall resolve to increase the share capital and issue the corresponding ordinary shares as a result of the exercise of the Options and shall communicate to the Beneficiaries the date of acquisition of such shares (hereinafter, the “Closing Notice”). The term between the Beneficiary Exercise Notice and the Closing Notice may not exceed 3 months. Attached as Annex 4 is the template of Closing Notice that shall be used by the Company.”

3.5	All references to “shareholders’ agreement” shall be removed.

3.6	Amendments to Clause 8 (“Redemption Right”)

Paragraph 8.5 shall be removed.

³	“Effective Time” shall have the meaning given in the BCA.

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Wallbox N.V.

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities


Plan	Security Type		Security Class Title	Fee Calculation Rule		Amount Registered⁽¹⁾			Proposed Maximum Offering Price Per Share⁽²⁾		Maximum Aggregate Offering Price		Fee Rate		Amount of Registration Fee⁽⁴⁾
2020 Legacy Stock Option Program for Employees		Equity	Class A ordinary shares, nominal value of €0.12 per share		457(h)		1,626,206	⁽³⁾	$	0.01	$	16,262.06	$ $	92.70 per 1,000,000	$	1.51

2018 Legacy Stock Option Program for Management		Equity	Class A ordinary shares, nominal value of €0.12 per share		457(h)		7,253,823	⁽³⁾	$	0.01	$	72,538.23	$ $	92.70 per 1,000,000	$	6.73

2018 Legacy Stock Option Program for Founders		Equity	Class B ordinary shares, nominal value of €1.20 per share		475(h)		1,033,610		$	2.14	$	2,211,925.40	$ $	9.70 per 1,000,000	$	205.05

2021 Equity Incentive Plan		Equity	Class A ordinary shares, nominal value of €0.12 per share		457(c) and 457(h)		27,374,202	⁽³⁾	$	13.31	$	364,213,767.26	$ $	92.70 per 1,000,000	$	33,762.62

2021 Employee Share Purchase Plan		Equity	Class A ordinary shares, nominal value of €0.12 per share		457(c) and 457(h)		9,923,047	⁽³⁾	$	13.31	$	132,026,142.73	$ $	92.70 per 1,000,000	$	12,238.83

Fees Previously Paid

		Total Offering Amounts									$	498,540,635.68			$	46,214.74

		Total Fees Previously Paid														—

		Total Fee Offsets														—

		Net Fee Due													$	46,214.74

(1)

Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Class A ordinary shares, nominal value of €0.12 per share (the “Class A Shares”), that become issuable under the Wallbox N.V. 2021 Equity Incentive Plan, the Wallbox N.V. 2021 Employee Share Purchase Plan, the 2018 Legacy Stock Option Program for Management, the 2020 Legacy Stock Option Program for Employees by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without the receipt of consideration that increases the number of the Registrant’s outstanding Class A Shares.

(2)

The proposed maximum offering price per share is estimated solely for the purpose of calculating the registration fee and is based upon (i) for the Wallbox N.V. 2021 Equity Incentive Plan and the Wallbox N.V. 2021 Employee Share Purchase Plan, pursuant to 457(c) and 457(h) under the Securities Act, the average of the high ($13.89) and low ($12.72) prices of the Registrant’s Class A Shares as reported on the New York Stock Exchange on March 17, 2022, which date is within five business days prior to filing this Registration Statement and (ii) for the 2018 Legacy Stock Option Program for Management, the 2020 Legacy Stock Option Program for Employees and the 2018 Legacy Stock Option Program for Founders, pursuant to 457(h) under the Securities Act, the weighted-average exercise price of the stock options outstanding, converted to U.S. dollars based on the ECB euro reference exchange rate of 1.1051 published by the European Central Bank on March 17, 2022, rounded up to the nearest penny.

(3)

Consists of (A) 7,253,823 Class A Shares pursuant to the 2018 Legacy Stock Option Program for Management, (B) 1,626,206 Class A Shares pursuant to the 2020 Legacy Stock Option Program for Employees, (C) 1,033,610 Class B Shares pursuant to the 2018 Legacy Stock Option Program for Founders and (D) (i) 17,040,419 Class A Shares pursuant to the Wallbox N.V. 2021 Equity Incentive Plan plus (ii) 3,444,595 additional shares of the Registrant’s Class A Shares that became available for issuance on January 1, 2022 under the 2021 Equity Incentive Plan, by operation of an automatic annual increase provision therein, as well as increases of an additional 3,444,595 additional shares of the Registrant’s Class A Shares estimated for each of 2023 and 2024 (and estimated solely for the purposes of the

calculations herein) and (D) (i) 8,545,209 Class A Shares pursuant to the 2021 Employee Share Purchase Plan plus (ii) 1,377,838 additional shares of the Registrant’s Class A Shares that became available for issuance on January 1, 2022 under the 2021 Employee Share Purchase Plan by operation of an automatic annual increase provision therein.