Exhibit
4.7


 


THIS
WARRANT AND THE SHARES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN SECTIONS 5.3 AND 5.4 BELOW, MAY NOT BE OFFERED, SOLD, PLEDGED
OR OTHERWISE TRANSFERRED UNLESS AND UNTIL REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE COMPANY,
SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER IS EXEMPT FROM SUCH REGISTRATION.


  


WARRANT
TO PURCHASE STOCK


 


	Company:	CHARGEPOINT,
    INC., a Delaware corporation
	Number
    of Shares:	206,328
    shares, plus all Additional Shares which Holder is entitled to purchase pursuant to Article 1.7
	Series
    of Stock: 	Series
    D Preferred Stock
	Warrant
    Price: 	$1.2359
    per share
	Issue
    Date: 	December
    13, 2012
	Expiration
    Date: 	The
    10th anniversary after the Issue Date    See also Section 5.1(b).
	Credit
    Facility:	This
    Warrant to Purchase Stock (“Warrant”) is issued in connection with that certain Loan and Security
    Agreement of even date herewith between Silicon Valley Bank and the Company (the “Loan Agreement”).


 


THIS
WARRANT CERTIFIES THAT, for good and valuable consideration, SILICON VALLEY BANK (together with any successor or permitted assignee
or transferee of this Warrant or of any shares issued upon exercise hereof, “Holder”) is entitled to
purchase the number of fully paid and non-assessable shares (the “Shares”) of the above-stated Type/Series
of Stock (the “Class”) of the above-named company (the “Company”) at the above-stated
Warrant Price, all as set forth above and as adjusted pursuant to Section 2 of this Warrant, subject to the provisions and upon
the terms and conditions set forth in this Warrant. Reference is made to Section 5.4 of this Warrant whereby Silicon Valley Bank
shall transfer this Warrant to its parent company, SVB Financial Group.


 


SECTION
1. EXERCISE.


 


1.1 Method
of Exercise. Holder may at any time and from time to time exercise this Warrant, in whole or in part, by delivering to the
Company the original of this Warrant together with a duly executed Notice of Exercise in substantially the form attached hereto
as Appendix 1 and, unless Holder is exercising this Warrant pursuant to a cashless exercise set forth in Section 1.2, a check,
wire transfer of same-day funds (to an account designated by the Company), or other form of payment acceptable to the Company
for the aggregate Warrant Price for the Shares being purchased.


 






     


     


    

 





1.2 Cashless
Exercise. On any exercise of this Warrant, in lieu of payment of the aggregate Warrant Price in the manner as specified in
Section 1.1 above, but otherwise in accordance with the requirements of Section 1.1, Holder may elect to receive Shares equal
to the value of this Warrant, or portion hereof as to which this Warrant is being exercised. Thereupon, the Company shall issue
to the Holder such number of fully paid and non-assessable Shares as are computed using the following formula:


 


	 	X = 	Y(A-B)/A
	where:	 	 
	 	X =	the number of Shares to be issued to the Holder;
	 	 	 
	 	Y =	the number of Shares with respect to which this Warrant is being exercised (inclusive of the Shares surrendered to the Company in payment of the aggregate Warrant Price);
	 	 	 
	 	A =	the Fair Market Value (as determined pursuant to Section 1.3 below) of one Share; and
	 	 	 
	 	B =	the Warrant Price.



  


1.3 Fair
Market Value. If the Company’s common stock is then traded or quoted on a nationally recognized securities exchange,
inter-dealer quotation system or over-the-counter market (a “Trading Market”) and the Class is common
stock, the fair market value of a Share shall be the closing price or last sale price of a share of common stock reported for
the Business Day immediately before the date on which Holder delivers this Warrant together with its Notice of Exercise to the
Company. If the Company’s common stock is then traded in a Trading Market and the Class is a series of the Company’s
convertible preferred stock, the fair market value of a Share shall be the closing price or last sale price of a share of the
Company’s common stock reported for the Business Day immediately before the date on which Holder delivers this Warrant together
with its Notice of Exercise to the Company multiplied by the number of shares of the Company’s common stock into which a
Share is then convertible. If the Company’s common stock is not traded in a Trading Market, the Board of Directors of the
Company shall determine the fair market value of a Share in its reasonable good faith judgment.


 


1.4 Delivery
of Certificate and New Warrant. Within a reasonable time after Holder exercises this Warrant in the manner set forth in Section
1.1 or 1.2 above, the Company shall deliver to Holder a certificate representing the Shares issued to Holder upon such exercise
and, if this Warrant has not been fully exercised and has not expired, a new warrant of like tenor representing the Shares not
so acquired.


 


1.5 Replacement
of Warrant. On receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of
this Warrant and, in the case of loss, theft or destruction, on delivery of an indemnity agreement reasonably satisfactory in
form, substance and amount to the Company or, in the case of mutilation, on surrender of this Warrant to the Company for cancellation,
the Company shall, within a reasonable time, execute and deliver to Holder, in lieu of this Warrant, a new warrant of like tenor
and amount.


 






    2


      


    

 


1.6 Treatment
of Warrant Upon Acquisition of Company.


 


(a) Acquisition.
For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions
involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company
(ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected
exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company
in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s
(or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization;
or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s
then-total outstanding combined voting power. Notwithstanding the foregoing, “Acquisition” does not include a sale of
the Company’s equity securities in a bona fide equity financing.


 


(b) Treatment
of Warrant at Acquisition. In the event of an Acquisition in which the consideration to be received by the Company’s stockholders
consists solely of cash, solely of Marketable Securities or a combination of cash and Marketable Securities (a “Cash/Public
Acquisition”), either (i) Holder shall exercise this Warrant pursuant to Section 1.1 and/or 1.2 and such exercise
will be deemed effective immediately prior to and contingent upon the consummation of such Cash/Public Acquisition or (ii) if
Holder elects not to exercise the Warrant, this Warrant will expire immediately prior to the consummation of such Cash/Public
Acquisition.


 


(c) The
Company shall provide Holder with written notice the Cash/Public Acquisition (together with such reasonable information as Holder
may reasonably require regarding the treatment of this Warrant in connection with such contemplated Cash/Public Acquisition giving
rise to such notice), which is to be delivered to Holder not less than seven (7) Business Days prior to the closing of the proposed
Cash/Public Acquisition. In the event the Company does not provide such notice, then if, immediately prior to the Cash/Public
Acquisition, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance
with Section 1.3 above would be greater than the Warrant Price in effect on such date, then this Warrant shall automatically be
deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which
it shall not previously have been exercised, and the Company shall promptly notify the Holder of the number of Shares (or such
other securities) issued upon such exercise to the Holder and Holder shall be deemed to have restated each of the representations
and warranties in Section 4 of the Warrant as the date thereof, provided, that if such value is not greater than the Warrant Price,
this Warrant will expire as of immediately prior to the consummation of such Cash/Public Acquisition.


 


(d) Upon
the closing of any Acquisition other than a Cash/Public Acquisition defined above, the acquiring, surviving or successor entity
shall assume the obligations of this Warrant, and this Warrant shall thereafter be exercisable for the same securities and/or
other property as would have been paid for the Shares issuable upon exercise of the unexercised portion of this Warrant as if
such Shares were outstanding on and as of the closing of such Acquisition, subject to further adjustment from time to time in
accordance with the provisions of this Warrant.


 




    3


      


    

 


(e) As
used in this Warrant, “Marketable Securities” means securities meeting all of the following requirements:
(i) the issuer thereof is then subject to the reporting requirements of Section 13 or Section 15(d) of the Securities Exchange
Act of 1934, as amended (the “Exchange Act”), and is then current in its filing of all required reports
and other information under the Act and the Exchange Act; (ii) the class and series of shares or other security of the issuer
that would be received by Holder in connection with the Acquisition were Holder to exercise this Warrant on or prior to the closing
thereof is then traded in Trading Market, and (iii) Holder would be able to publicly re-sell, within six (6) months following
the closing of such Acquisition, all of the issuer’s shares and/or other securities that would be received by Holder in such Acquisition
were Holder to exercise this Warrant in full on or prior to the closing of such Acquisition.


 


1.7 Additional
Shares. Upon the funding of each Growth Capital Advance (as defined in the Loan Agreement), the Company shall be deemed to
have automatically granted to Holder, in addition to the number of Shares which this Warrant can otherwise be exercised for by
Holder, the right to purchase that number of additional Shares, rounded upward to the nearest whole number, equal to two percent
(2%) of such Growth Capital Advance divided by the Warrant Price (such additional shares being called the “Additional
Shares”).


 


SECTION
2. ADJUSTMENTS TO THE SHARES AND WARRANT PRICE.


 


2.1 Stock
Dividends, Splits, Etc. If the Company declares or pays a dividend or distribution on the outstanding shares of the Class
payable in common stock or other securities or property (other than cash), then upon exercise of this Warrant, for each Share
acquired, Holder shall receive, without additional cost to Holder, the total number and kind of securities and property which
Holder would have received had Holder owned the Shares of record as of the date the dividend or distribution occurred. If the
Company subdivides the outstanding shares of the Class by reclassification or otherwise into a greater number of shares, the number
of Shares purchasable hereunder shall be proportionately increased and the Warrant Price shall be proportionately decreased. If
the outstanding shares of the Class are combined or consolidated, by reclassification or otherwise, into a lesser number of shares,
the Warrant Price shall be proportionately increased and the number of Shares shall be proportionately decreased.


 


2.2 Reclassification,
Exchange, Combinations or Substitution. Upon any event whereby all of the outstanding shares of the Class are reclassified,
exchanged, combined, substituted, or replaced for, into, with or by Company securities of a different class and/or series, then
from and after the consummation of such event, this Warrant will be exercisable for the number, class and series of Company securities
that Holder would have received had the Shares been outstanding on and as of the consummation of such event, and subject to further
adjustment thereafter from time to time in accordance with the provisions of this Warrant. The provisions of this Section 2.2
shall similarly apply to successive reclassifications, exchanges, combinations substitutions, replacements or other similar events. 


 




    4


      


    

 


2.3 Conversion
of Preferred Stock. If the Class is a class and series of the Company’s convertible preferred stock, in the event that
all outstanding shares of the Class are converted, automatically or by action of the holders thereof, into common stock pursuant
to the provisions of the Company’s Articles or Certificate of Incorporation, including, without limitation, in connection
with the Company’s initial, underwritten public offering and sale of its common stock pursuant to an effective registration
statement under the Act (the “IPO”), then from and after the date on which all outstanding shares of
the Class have been so converted, this Warrant shall be exercisable for such number of shares of common stock into which the Shares
would have been converted had the Shares been outstanding on the date of such conversion, and the Warrant Price shall equal the
Warrant Price in effect as of immediately prior to such conversion divided by the number of shares of common stock into which
one Share would have been converted, all subject to further adjustment thereafter from time to time in accordance with the provisions
of this Warrant.


 


2.4 Adjustments
for Diluting Issuances. Without duplication of any adjustment otherwise provided for in this Section 2, the number of shares
of common stock issuable upon conversion of the Shares shall be subject to anti-dilution adjustment from time to time in the manner
set forth in the Company’s Articles or Certificate of Incorporation as if the Shares were issued and outstanding on and as of
the date of any such required adjustment.


 


2.5 No
Fractional Share. No fractional Share shall be issuable upon exercise of this Warrant and the number of Shares to be issued
shall be rounded down to the nearest whole Share. If a fractional Share interest arises upon any exercise of the Warrant, the
Company shall eliminate such fractional Share interest by paying Holder in cash the amount computed by multiplying the fractional
interest by (i) the fair market value (as determined in accordance with Section 1.3 above) of a full Share, less (ii) the then-effective
Warrant Price,


 


2.6 Notice/Certificate
as to Adjustments. Upon each adjustment of the Warrant Price, Class and/or number of Shares, the Company, at the Company’s
expense, shall notify Holder in writing within a reasonable time setting forth the adjustments to the Warrant Price, Class and/or
number of Shares and facts upon which such adjustment is based. The Company shall, upon written request from Holder, furnish Holder
with a certificate of its Chief Financial Officer, including computations of such adjustment and the Warrant Price, Class and
number of Shares in effect upon the date of such adjustment.


 


SECTION
3. REPRESENTATIONS AND COVENANTS OF THE COMPANY.


 


3.1 Representations
and Warranties. The Company represents and warrants to, and agrees with, the Holder as follows:


 


(a) The
initial Warrant Price referenced on the first page of this Warrant is not greater than the price per share at which shares of
the Class were last sold and issued prior to the Issue Date hereof in an arms-length transaction in which at least $500,000 of
such shares were sold.


 






    5


      


    

 


(b) All
Shares which may be issued upon the exercise of this Warrant, and all securities, if any, issuable upon conversion of the Shares,
shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable, and free of any liens and encumbrances
except for restrictions on transfer provided for herein or under applicable federal and state securities laws. The Company covenants
that it shall at all times cause to be reserved and kept available out of its authorized and unissued capital stock such number
of shares of the Class, common stock and other securities as will be sufficient to permit the exercise in full of this Warrant
and the conversion of the Shares into common stock or such other securities.


 


(c) The
Company’s summary capitalization table attached hereto as Schedule 1 is true and complete, in all material respects, as of the
Issue Date.


 


3.2 Notice
of Certain Events. If the Company proposes at any time to:


 


(a) declare
any dividend or distribution upon the outstanding shares of the Class or common stock, whether in cash, property, stock, or other
securities and whether or not a regular cash dividend;


 


(b) offer
for subscription or sale pro rata to the holders of the outstanding shares of the Class any additional shares of any class or
series of the Company’s stock (other than pursuant to contractual pre-emptive rights);


 


(c) effect
any reclassification, exchange, combination, substitution, reorganization or recapitalization of the outstanding shares of the
Class;


 


(d) effect
an Acquisition or to liquidate, dissolve or wind up; or


 


(e) effect
an IPO;


 


then,
in connection with each such event, the Company shall give Holder:


 


(1) at
least seven (7) Business Days prior written notice of the date on which a record will be taken for such dividend, distribution,
or subscription rights (and specifying the date on which the holders of outstanding shares of the Class will be entitled thereto)
or for determining rights to vote, if any, in respect of the matters referred to in (a) and (b) above;


 


(2) in
the case of the matters referred to in (c) and (d) above at least seven (7) Business Days prior written notice of the date when
the same will take place (and specifying the date on which the holders of outstanding shares of the Class will be entitled to
exchange their shares for the securities or other property deliverable upon the occurrence of such event); and


 


(3) with
respect to the IPO, at least seven (7) Business Days prior written notice of the date on which the Company proposes to file its
registration statement in connection therewith.


 


Reference
is made to Section 1.6(c) whereby this Warrant will be deemed to be exercised pursuant to Section 1.2 hereof if the Company does
not give written notice to Holder of a Cash/Public Acquisition as required by the terms hereof. Company will also provide information
requested by Holder that is reasonably necessary to enable Holder to comply with Holder’s accounting or reporting requirements.


 




    6


      


    

 


SECTION
4. REPRESENTATIONS, WARRANTIES OF THE HOLDER.


 


The
Holder represents and warrants to the Company as follows:


 


4.1 Purchase
for Own Account. This Warrant is being acquired, and the securities to be acquired upon exercise of this Warrant by Holder
will be for investment for Holder’s account, not as a nominee or agent, and not with a view to the public resale or distribution
within the meaning of the Act. Holder also represents that it has not been formed for the specific purpose of acquiring this Warrant
or the Shares.


 


4.2 Disclosure
of Information. Holder is aware of the Company’s business affairs and financial condition and has received or has had
full access to all the information it considers necessary or appropriate to make an informed investment decision with respect
to the acquisition of this Warrant and its underlying securities. Holder farther has had an opportunity to ask questions and receive
answers from the Company regarding the terms and conditions of the offering of this Warrant and its underlying securities and
to obtain additional information (to the extent the Company possessed such information or could acquire it without unreasonable
effort or expense) necessary to verify any information furnished to Holder or to which Holder has access.


 


4.3 Investment
Experience. Holder understands that the purchase of this Warrant and its underlying securities involves substantial risk.
Holder has experience as an investor in securities of companies in the development stage and acknowledges that Holder can bear
the economic risk of such Holder’s investment in this Warrant and its underlying securities and has such knowledge and experience
in financial or business matters that Holder is capable of evaluating the merits and risks of its investment in this Warrant and
its underlying securities and/or has a preexisting personal or business relationship with the Company and certain of its officers,
directors or controlling persons of a nature and duration that enables Holder to be aware of the character, business acumen and
financial circumstances of such persons.


 


4.4 Accredited
Investor Status. Holder is an “accredited investor” within the meaning of Regulation D promulgated under the Act.


 


4.5 The
Act. Holder understands that this Warrant and the Shares issuable upon exercise hereof have not been registered under the
Act in reliance upon a specific exemption therefrom, which exemption depends upon, among other things, the bona fide nature of
the Holder’s investment intent as expressed herein. Holder understands that this Warrant and the Shares issued upon any
exercise hereof must be held indefinitely unless subsequently registered under the Act and qualified under applicable state securities
laws, or unless exemption from such registration and qualification are otherwise available. Holder is aware of the provisions
of Rule 144 promulgated under the Act.


 


4.6 Market
Stand-off Agreement. The Holder agrees that the Shares shall be subject to the Market Standoff provisions in Section 1.13
of that certain Amended and Restated Investors’ Rights Agreement dated April 20, 2012, by and among the Company and the
persons listed on Schedule A thereto, and such section is incorporated herein by reference.


 


4.7 No
Voting Rights. Holder, as a Holder of this Warrant, will not have any voting rights until the exercise of this Warrant.


 






    7


      


    

 


SECTION
5. MISCELLANEOUS.


 


5.1 Term
and Automatic Conversion Upon Expiration.


 


(a) Term.
Subject to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part at any time and from time to time
on or before 6:00 PM, Pacific time, on the Expiration Date and shall be void thereafter.


 


(b) Automatic
Cashless Exercise upon Expiration. In the event that, upon the Expiration Date, the fair market value of one Share (or other
security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price
in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section
1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall,
within a reasonable time, deliver a certificate representing the Shares (or such other securities) issued upon such exercise to
Holder.


 


5.2 Legends.
The Shares (and the securities issuable, directly or indirectly, upon conversion of the Shares, if any) shall be imprinted
with a legend in substantially the following form:


 


THE
SHARES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
OR THE SECURITIES LAWS OF ANY STATE AND, EXCEPT AS SET FORTH IN THAT CERTAIN WARRANT TO PURCHASE STOCK ISSUED BY THE ISSUER TO
SILICON VALLEY BANK DATED DECEMBER _______2012, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED UNLESS AND UNTIL
REGISTERED UNDER SAID ACT AND LAWS OR IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER, SUCH OFFER, SALE, PLEDGE OR OTHER TRANSFER
IS EXEMPT FROM SUCH REGISTRATION.


 


THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A LOCK-UP PERIOD OF UP TO 180 DAYS (WHICH MAY BE EXTENDED TO 214 DAYS) FOLLOWING
THE EFFECTIVE DATE OF A REGISTRATION STATEMENT OF THE COMPANY FILED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, AS SET FORTH
IN AN AGREEMENT BETWEEN THE COMPANY AND THE ORIGINAL HOLDER OF THESE SHARES, A COPY OF WHICH MAY BE OBTAINED AT THE PRINCIPAL
OFFICE OF THE COMPANY. SUCH LOCK-UP PERIOD IS BINDING ON TRANSFEREES OF THESE SHARES.


 




    8


      


    

 


5.3 Compliance
with Securities Laws on Transfer. This Warrant and the Shares issuable upon exercise of this Warrant (and the securities
issuable, directly or indirectly, upon conversion of the Shares, if any) may not be transferred or assigned in whole or in
part except in compliance with applicable federal and state securities laws by the transferor and the transferee (including,
without limitation, the delivery of investment representation letters and legal opinions reasonably satisfactory to the
Company, as reasonably requested by the Company). The Company shall not require Holder to provide an opinion of counsel if
the transfer is to SVB Financial Group (Silicon Valley Bank’s parent company) or any other affiliate of Holder,
provided that any such transferee is an “accredited investor” as defined in Regulation D promulgated under the
Act. Additionally, the Company shall also not require an opinion of counsel if there is no material question as to the
availability of Rule 144 promulgated under the Act.


 


5.4 Transfer
Procedure. After receipt by Silicon Valley Bank of the executed Warrant, Silicon Valley Bank will transfer all of this Warrant
to its parent company, SVB Financial Group. By its acceptance of this Warrant, SVB Financial Group hereby makes to the Company
each of the representations and warranties set forth in Section 4 hereof and agrees to be bound by all of the terms and conditions
of this Warrant as if the original Holder hereof. Subject to the provisions of Section 5.3 and upon providing the Company with
written notice, SVB Financial Group and any subsequent Holder may transfer all or part of this Warrant or the Shares issuable
upon exercise of this Warrant (or the securities issuable directly or indirectly, upon conversion of the Shares, if any) to any
transferee, provided, however, in connection with any such transfer, SVB Financial Group or any subsequent Holder will give the
Company notice of the portion of the Warrant and/or Shares (and/or securities issued upon conversion of the Shares, if any) being
transferred with the name, address and taxpayer identification number of the transferee and Holder will surrender this Warrant
to the Company for reissuance to the transferee(s) (and Holder if applicable); and provided further, that any subsequent transferee
other than SVB Financial Group shall agree in writing with the Company to be bound by all of the terms and conditions of this
Warrant. Notwithstanding any contrary provision herein, at all times prior to the PO, Holder may not, without the Company’s
prior written consent, transfer this Warrant or any portion hereof, or any Shares issued upon any exercise hereof, or any shares
or other securities issued upon any conversion of any Shares issued upon any exercise hereof, to any person or entity who directly
competes with the Company, except in connection with an Acquisition of the Company by such a direct competitor.


  


5.5 Notices.
All notices and other communications hereunder from the Company to the Holder, or vice versa, shall be deemed delivered and effective
(i) when given personally, (ii) on the third (3rd) Business Day after being mailed by first-class registered or certified
mail, postage prepaid, (iii) upon actual receipt if given by facsimile or electronic mail and such receipt is confirmed in writing
by the recipient, or (iv) on the first (1st) Business Day following delivery to a reliable overnight courier service,
courier fee prepaid, in any case at such address as may have been furnished to the Company or Holder, as the case may be, in writing
by the Company or such Holder from time to time in accordance with the provisions of this Section 5.5. All notices to Holder shall
be addressed as follows until the Company receives notice of a change of address in connection with a transfer or otherwise:


 


SVB
Financial Group 


Attn:
Treasury Department 


3003
Tasman Drive, HA 200 


Santa
Clara, CA 95054 


Telephone:
408-654-7400 


Facsimile:
408-496-2405 


Email
address: warradmi@,svb.com


 






    9


      


    

 


Notice
to the Company shall be addressed as follows until Holder receives notice of a change in address:


 


Chargepoint,
Inc.


Attn:
Legal Department 


1692
Dell Avenue 


Campbell,
California 95008 


Telephone:
408 841-4500 


Facsimile:
408 370 3847 


Email:
jon.kaplan@chargepoint.com


 


5.6 Waiver.
This Warrant and any term hereof may be changed, waived, discharged or terminated (either generally or in a particular instance
and either retroactively or prospectively) only by an instrument in writing signed by the party against which enforcement of such
change, waiver, discharge or termination is sought.


 


5.7 Attorney’s
Fees. In the event of any dispute between the parties concerning the terms and provisions of this Warrant, the party prevailing
in such dispute shall be entitled to collect from the other party all costs incurred in such dispute, including reasonable attorneys’
fees.


 


5.8 Counterparts:
Facsimile/Electronic Signatures. This Warrant may be executed in counter parts, all of which together shall constitute
one and the same agreement. Any signature page delivered electronically or by facsimile shall be binding to the same extent
as an original signature page with regards to any agreement subject to the terms hereof or any amendment thereto.


 


5.9 Governing
Law. This Warrant shall be governed by and construed in accordance with the laws of the State of California, without giving
effect to its principles regarding conflicts of law.


 


5.10
Headings. The headings in this Warrant are for purposes of reference only and shall not limit or otherwise affect the meaning
of any provision of this Warrant.


 


5.11
Business Days. “Business Day” is any day that is not a Saturday, Sunday or a day on which Silicon
Valley Bank is closed.


 




    10


      


    

 


IN
WITNESS WHEREOF, the parties have caused this Warrant to Purchase Stock to be executed by their duly authorized representatives
effective as of the Issue Date written above.


 


	“COMPANY”	 
	 	 	 	 
	CHARGEPOINT, INC.	 
	 	 	 	 
	By:	/s/ Pasquale Romano	 
	 	Name:  	Pasquale Romano	 
	 	Title:	CEO	 
	 	 	 	 
	“HOLDER”	 
	 	 	 	 
	SILICON VALLEY BANK	 
	 	 	 	 
	By	/s/
    Dan Baldi	 
	 	Name:
    	DAN BALDI	 
	 	Title:	DEAL TEAM LEADER	 


 


[Signature
Page to Warrant]


 




     


     


    

 


APPENDIX
1


 


NOTICE
OF EXERCISE


 


1. The
undersigned Holder hereby exercises its right purchase____________shares of the Common/Series ____________Preferred [circle
one] Stock of _______ (the “Company”) in accordance with the attached Warrant To Purchase Stock,
and tenders payment of the aggregate Warrant Price for such shares as follows:


 


		☐	check
in the amount of $__________ payable to order of the Company enclosed herewith



 


		☐	Wire transfer of immediately available funds to the Company’s
account



 


		☐	Cashless Exercise pursuant to Section 1.2 of the Warrant



 


		☐	Other
[Describe]________________________________



 


2. Please
issue a certificate or certificates representing the Shares in the name specified below:


 


	 	 	 
	 	Holder’s
    Name	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	(Address)	 


 


3. By
its execution below and for the benefit of the Company, Holder hereby restates each of the representations and warranties in
Section 4 of the Warrant to Purchase Stock as of the date hereof.


 


	 	HOLDER:
	 	 	 
	 	 	 
	 	 	 
	 	By:	                                                
	 	Name: 	                             
	 	Title:	 
	 	(Date):