Exhibit 4.8


 


THIS
WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION
IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.


 





	Date of Issuance	Void after
	December 24, 2014	December 24, 2024



 


CHARGEPOINT,
INC.

WARRANT TO PURCHASE SHARES OF SERIES E PREFERRED STOCK


 


For
good and valuable consideration, this Warrant is issued to Ares Capital Corporation or its assigns (the “Holder”)
by ChargePoint, Inc., a Delaware corporation (the “Company”), in connection with that certain Loan and Security
Agreement dated as of the date hereof, by and between the Company and the Holder (the “Loan Agreement”).


 


1.
Purchase of Shares.


 


(a)
Number of Warrant Shares. Subject to the terms and conditions set forth herein, the Holder is entitled, upon surrender
of this Warrant at the principal office of the Company (or at such other place as the Company shall notify the Holder in writing),
to purchase from the Company up to 809,126 fully paid and nonassessable shares of the Company’s Series E Preferred Stock
(as adjusted pursuant to Section 7 hereof) (the “Series E Preferred Stock”). This Warrant shall initially be
exercisable for 404,563 shares of Series E Preferred Stock (the “Initial Shares”). Upon the funding of the
Second Tranche (as defined in the Loan Agreement), this Warrant shall become exercisable for up to 404,563 additional shares of
Series E Preferred Stock, with the exact number of shares that become exercisable equal to (i) five percent (5%) of the amount
actually borrowed by the Company in the Second Tranche divided by (ii) the Exercise Price (as defined below), rounded upward to
the nearest whole number.


 


(b)
Exercise Price. The exercise price for the shares of Series E Preferred Stock issuable pursuant to this Section 1 (the
“Warrant Shares”) shall be $1.2359 per share (the “Exercise Price”). The Warrant Shares
and the Exercise Price shall be subject to adjustment pursuant to Section 7 hereof.


 


2.
Exercise Period. Subject to the provisions of Section 1, this Warrant shall be exercisable, in whole or in part, during
the term commencing on the date hereof and ending on the earliest of (i) 5:00 p.m. PST on the date ten years after the Date of
Issuance noted above, (ii) 5:00 p.m. PST on the date that is three years after the consummation of the Company’s Initial
Public Offering (as defined below) or (iii) the closing of a “Change of Control” as defined in the Company’s
Amended and Restated Certificate of Incorporation on file with the Secretary of State of the State of Delaware, as the same may
be amended from time to time (the “Restated Certificate”).


 






     


     


    

 


3.
Method of Exercise.


 


(a)
While this Warrant remains outstanding and exercisable in accordance with Section 2 above, the Holder may exercise, in whole or
in part, the purchase rights evidenced hereby. Such exercise shall be effected by:


 


(i)
the surrender of the Warrant, together with a duly executed copy of the Notice of Exercise attached hereto, to the Secretary of
the Company at its principal office (or at such other place as the Company shall notify the Holder in writing); and


 


(ii)
the payment to the Company of an amount equal to the aggregate Exercise Price for the number of Warrant Shares being purchased.


 


(b)
Each exercise of this Warrant shall be deemed to have been effected immediately prior to the close of business on the day on which
this Warrant is surrendered to the Company as provided in Section 3(a) above. At such time, the person or persons in whose name
or names any certificate for the Warrant Shares shall be issuable upon such exercise as provided in Section 3(c) below shall be
deemed to have become the holder or holders of record of the Warrant Shares represented by such certificate.


 


(c)
As soon as practicable after the exercise of this Warrant, in whole or in part, the Company at its expense will cause to be issued
in the name of, and delivered to, the Holder, or as such Holder (upon payment by such Holder of any applicable transfer taxes)
may direct:


 


(i)
a certificate or certificates for the number of Warrant Shares to which such Holder shall be entitled, and


 


(ii)
in case such exercise is in part only, a new warrant or warrants (dated the date hereof) of like tenor, calling in the aggregate
on the face or faces thereof for the number of Warrant Shares equal to the number of such Warrant Shares called for on the face
of this Warrant minus the number of Warrant Shares purchased by the Holder upon all exercises made in accordance with Section
3(a) above or Section 4 below.


 






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4.
Net Exercise. In lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value of
this Warrant (or the portion thereof being exercised) by surrender of this Warrant at the principal office of the Company together
with notice of such election (a “Net Exercise”). A Holder who Net Exercises shall have the rights described
in Sections 3(b) and 3(c) hereof, and the Company shall issue to such Holder a number of Warrant Shares computed using the following
formula:


 





	X
    =	Y(A
    — B)
	 
      A


 


Where


 


	 	X	=  The
    number of Warrant Shares to be issued to the Holder.


 


	 	Y	=  The
    number of Warrant Shares purchasable under this Warrant or, if only a portion of the Warrant is being exercised, the portion
    of the Warrant being cancelled (at the date of such calculation).


 


	 	A	=  The
    fair market value of one (1) Warrant Share (at the date of such calculation).


 


	 	B	=  The
    Exercise Price (as adjusted to the date of such calculations).


 


For
purposes of this Section 4, the fair market value of a Warrant Share shall mean the average of the closing price of the Warrant
Shares (or equivalent shares of Common Stock underlying the Warrant Shares) quoted in the over-the-counter market in which the
Warrant Shares (or equivalent shares of Common Stock underlying the Warrant Shares) are traded or the closing price quoted on
any exchange or electronic securities market on which the Warrant Shares (or equivalent shares of Common Stock underlying the
Warrants) are listed, whichever is applicable, as published in The Wall Street Journal for the ten (10) trading days prior to
the date of determination of fair market value (or such shorter period of time during which such Warrant Shares were traded over-the-counter
or on such exchange). In the event that this Warrant is exercised pursuant to this Section 4 in connection with the Company’s
consummation of the issuance and sale of shares of common stock of the Company in the Company’s first underwritten public
offering pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Initial Public
Offering”), the fair market value per Warrant Share shall be the product of (a) the per share offering price to the
public of the Company’s Initial Public Offering, and (b) the number of shares of Common Stock into which each Warrant Share
is convertible at the time of such exercise or, if the Warrant Shares are shares of Common Stock, one. In the event that this
Warrant is exercised pursuant to this Section 4 in connection with the Company’s consummation of a merger or sale of the
stock or substantially all of the assets of the Company, the fair market value per Warrant Share shall be based upon the valuation
of the Company reasonably determined by the Company’s Board of Directors based upon the consideration received in connection
with such transaction. If the Warrant Shares are not traded on the over-the-counter market, an exchange or an electronic securities
market, the fair market value shall be the price per Warrant Share that the Company could obtain from a willing buyer for Warrant
Shares sold by the Company from authorized but unissued Warrant Shares, as such prices shall be determined in good faith by the
Company’s Board of Directors.


 






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5.
Covenants of the Company.


 


(a)
Notices of Record Date. In the event of any taking by the Company of a record of the holders of any class of securities
for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend which
is the same as cash dividends paid in previous quarters or a stock dividend) or other distribution, any merger or sale of the
Company (or substantially all of its assets) or any voluntary dissolution, liquidation or winding up, the Company shall mail to
the Holder, at least ten (10) days prior to such record date, a notice specifying the date on which any such record is to be taken
for the purpose of such action.


 


(b)
Covenants as to Exercise Shares. The Company covenants and agrees that all Warrant Shares that may be issued upon the exercise
of the rights represented by this Warrant will, upon issuance in accordance with the terms hereof, be validly issued and outstanding,
fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof. The Company further
covenants and agrees that the Company will at all times during the Exercise Period have authorized and reserved, free from preemptive
rights, a sufficient number of shares of its Preferred Stock and Common Stock to provide for the exercise of the rights represented
by this Warrant. If at any time during the Exercise Period the number of authorized but unissued shares of Series E Preferred
Stock and Common Stock shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate action
as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Series E Preferred Stock
and Common Stock to such number of shares as shall be sufficient for such purposes.


 


6.
Representations and Warranties of the Holder. In connection with the transactions provided for herein, the Holder hereby
represents and warrants to the Company that:


 


(a)
Authorization. Holder represents that it has full power and authority to enter into this Warrant. This Warrant constitutes
the Holder’s valid and legally binding obligation, enforceable in accordance with its terms, except as may be limited by
(i) applicable bankruptcy, insolvency, reorganization, or similar laws relating to or affecting the enforcement of creditors’
rights and (ii) laws relating to the availability of specific performance, injunctive relief or other equitable remedies.


 


(b)
Purchase Entirely for Own Account. The Holder acknowledges that this Warrant is entered into by the Holder in reliance
upon such Holder’s representation to the Company that the Warrant and the Warrant Shares, and the Common Stock issuable
upon conversion of the Warrant Shares (collectively, the “Securities”) will be acquired for investment for
the Holder’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof,
and that the Holder has no present intention of selling, granting any participation in or otherwise distributing the same. By
acknowledging this Warrant, the Holder further represents that the Holder does not have any contract, undertaking, agreement,
or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to
the Securities.


 


(c)
Disclosure of Information. The Holder acknowledges that it has received all the information it considers necessary or appropriate
for deciding whether to acquire the Securities. The Holder further represents that it has had an opportunity to ask questions
and receive answers from the Company regarding the terms and conditions of the offering of the Securities.


 


(d)
Investment Experience. The Holder is an investor in securities of companies in the development stage and acknowledges that
it is able to fend for itself, can bear the economic risk of its investment, and has such knowledge and experience in financial
or business matters that it is capable of evaluating the merits and risks of the investment in the Securities. If other than an
individual, the Holder also represents it has not been organized solely for the purpose of acquiring the Securities.


 






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(e)
Accredited Investor. The Holder is an “accredited investor” within the meaning of Rule 501 of Regulation
D, as presently in effect, as promulgated by the Securities and Exchange Commission (the “SEC”) under the Act.


 


(f)
Restricted Securities. The Holder understands that the Securities are characterized as “restricted securities”
under the federal securities laws inasmuch as they are being acquired from the Company in a transaction not involving a public
offering and that under such laws and applicable regulations such securities may be resold without registration under the Act,
only in certain limited circumstances. In this connection, the Holder represents that it is familiar with Rule 144, as presently
in effect, as promulgated by the SEC under the Act (“Rule 144”), and understands the resale limitations imposed
thereby and by the Act.


 


(g)
Further Limitations on Disposition. Without in any way limiting the representations set forth above, the Holder further
agrees not to make any disposition of all or any portion of the Securities unless and until the transferee has agreed in writing
for the benefit of the Company to be bound by the terms of this Warrant, including, without limitation, this Section 6, and:


 


(i)
there is then in effect a registration statement under the Act covering such proposed disposition and such disposition is made
in accordance with such registration statement; or


 


(ii)
the Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement
of the circumstances surrounding the proposed disposition, and if reasonably requested by the Company, the Holder shall have furnished
the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration
of such shares under the Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant
to Rule 144 except in extraordinary circumstances.


 


(h)
Legends. It is understood that the Securities may bear the following legend:


 


“THESE
SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED,
HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933,
AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD
PURSUANT TO RULE 144 UNDER SUCH ACT.”


 






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7.
Adjustment of Exercise Price and Number of Warrant Shares. The number and kind of Warrant Shares purchasable upon exercise
of this Warrant and the Exercise Price shall be subject to adjustment from time to time as follows:


 


(a)
Subdivisions, Combinations and Other Issuances. If the Company shall at any time after the issuance but prior to the expiration
of this Warrant subdivide its Preferred Stock, by split-up or otherwise, or combine its Preferred Stock, or issue additional shares
of its Preferred Stock or Common Stock as a dividend with respect to any shares of its Preferred Stock, the number of Warrant
Shares issuable on the exercise of this Warrant shall forthwith be proportionately increased in the case of a subdivision or stock
dividend, or proportionately decreased in the case of a combination. Appropriate adjustments shall also be made to the Exercise
Price payable per share, but the aggregate Exercise Price payable for the total number of Warrant Shares purchasable under this
Warrant (as adjusted) shall remain the same. Any adjustment under this Section 7(a) shall become effective at the close of business
on the date the subdivision or combination becomes effective, or as of the record date of such dividend, or in the event that
no record date is fixed, upon the making of such dividend.


 


(b)
Reclassification, Reorganization and Consolidation. In case of any reclassification, capital reorganization or change in
the capital stock of the Company (other than as a result of a subdivision, combination or stock dividend provided for in Section
7(a) above), then, as a condition of such reclassification, reorganization or change, lawful provision shall be made, and duly
executed documents evidencing the same from the Company or its successor shall be delivered to the Holder, so that the Holder
shall have the right at any time prior to the expiration of this Warrant to purchase, at a total price equal to that payable upon
the exercise of this Warrant, the kind and amount of shares of stock and other securities or property receivable in connection
with such reclassification, reorganization or change by a holder of the same number and type of securities as were purchasable
as Warrant Shares by the Holder immediately prior to such reclassification, reorganization or change. In any such case appropriate
provisions shall be made with respect to the rights and interest of the Holder so that the provisions hereof shall thereafter
be applicable with respect to any shares of stock or other securities or property deliverable upon exercise hereof, and appropriate
adjustments shall be made to the Exercise Price per Warrant Share payable hereunder, provided the aggregate Exercise Price shall
remain the same.


 


(c)
Notice of Adjustment. When any adjustment is required to be made in the number or kind of shares purchasable upon exercise
of the Warrant, or in the Exercise Price, the Company shall promptly notify the Holder of such event and of the number of Warrant
Shares or other securities or property thereafter purchasable upon exercise of this Warrant.


 


(d)
Conversion of Preferred Stock. In the event that all outstanding shares of Preferred Stock are converted to Common Stock,
or any other security, in accordance with the terms of the Company’s Amended and Restated Certificate of Incorporation in
connection with the Company’s Initial Public Offering or other event, this Warrant shall become exercisable for Common Stock
or such other security.


 


8.
No Fractional Shares or Scrip. No fractional shares or scrip representing fractional shares shall be issued upon the exercise
of this Warrant, but in lieu of such fractional shares the Company shall make a cash payment therefor on the basis of the Exercise
Price then in effect.


 






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9.
No Stockholder Rights. Except as provided herein, prior to exercise of this Warrant, the Holder shall not be entitled to
any rights of a stockholder with respect to the Warrant Shares, including (without limitation) the right to vote such Warrant
Shares, receive dividends or other distributions thereon, exercise preemptive rights or be notified of stockholder meetings, and
except as otherwise provided in this Warrant, such Holder shall not be entitled to any stockholder notice or other communication
concerning the business or affairs of the Company. Notwithstanding the foregoing, the Holder shall be entitled to dividends declared
and payable solely in equity securities of the Company.


 


10.
Governing Law. This Warrant shall be governed by and construed under the laws of the State of California as applied to
agreements among California residents, made and to be performed entirely within the State of California.


 


11.
Successors and Assigns. The terms and provisions of this Warrant shall inure to the benefit of, and be binding upon, the
Company and the holders hereof and their respective successors and assigns.


 


12.
Titles and Subtitles. The titles and subtitles used in this Warrant are used for convenience only and are not to be considered
in construing or interpreting this Warrant.


 


13.
Notices. All notices and other communications given or made pursuant hereto shall be in writing and shall be deemed effectively
given: (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile if sent
during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after
having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit
with a nationally recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications
shall be sent to the respective parties at the following addresses (or at such other addresses as shall be specified by notice
given in accordance with this Section 13):


 


If
to the Company:


 


CHARGEPOINT,
INC.


1692
Dell Avenue


Campbell,
CA 95008-6901


Attention:
General Counsel


 


If
to Holder:


 


At
the addresses shown on the signature pages hereto.


 


14.
Amendments and Waivers. This Warrant and any other documents delivered pursuant hereto constitute the full and entire understanding
and agreement between the parties with regard to the subjects hereof and thereof. Nonetheless, any term of this Warrant may be
amended and the observance of any term of this Warrant may be waived (either generally or in a particular instance and either
retroactively or prospectively), with the written consent of the Company and the Holder; or if this Warrant has been assigned
in part, by the holders or rights to purchase a majority of the shares originally issuable pursuant to this Warrant.


 






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15.
Severability. If any provision of this Warrant is held to be unenforceable under applicable law, such provision shall be
excluded from this Warrant and the balance of the Warrant shall be interpreted as if such provision were so excluded and shall
be enforceable in accordance with its terms.


 


16.
Investors’ Rights Agreement In connection with the issuance of this Warrant, the Holder shall become a party to that
certain Amended and Restated Investors’ Rights Agreement dated April 23, 2014, as amended, by and among the Company and
the persons listed on Schedule A thereto (the “Rights Agreement”), by signing an adoption agreement thereto.


 


17. Information.
So long as the Holder holds this Warrant and/or shares of Series E Preferred Stock or Common Stock, the Company shall deliver
to the Holder, promptly after mailing, copies of all notices, reports, financial statements, proxies or other written
communication delivered or mailed to all of the holders of the Series E Preferred Stock or Common Stock. In addition, so long
as the Holder holds this Warrant and/or shares of Series E Preferred Stock or Common Stock, the Company will deliver to
Holder its updated capitalization table after any financing event and its annual and quarterly financial statements pursuant
to Sections 2.1 and 2.2(a) of the Rights Agreement, provided that the quarterly financial statements may not include non-cash
compensation expenses in accordance with GAAP.


 


18.
Special Mandatory Conversion. To the extent that this Warrant remains unexercised at the time of a Qualified Financing
(as defined in the Restated Certificate), this Warrant and the shares exercisable upon exercise of the Warrant following the Qualified
Financing shall not be subject to a Special Mandatory Conversion (as defined in the Restated Certificate).


 






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IN
WITNESS WHEREOF, the parties have executed this Warrant as of the date first written above.


 


	 	CHARGEPOINT, INC.
	 	 	 
	 	By:	 
	 	 	Antonio Canova
	 	 	Chief Operating Officer



 


	ACKNOWLEDGED
    AND AGREED:	 
	 	 	 
	ARES
    CAPITAL CORPORATION	 
	 	 	 
	By:	                        	 
	Name:	 	 
	Title:	 	 



 


245
Park Avenue, 44th Floor

New York, NY 10167

Attn: Legal Department

Fax: 312.252.7501


 






     


     


    

 


NOTICE
OF EXERCISE


 


CHARGEPOINT,
INC.

Attention: Corporate Secretary


 


The
undersigned hereby elects to purchase, pursuant to the provisions of the Warrant, as follows:


 


	 	☐	_____
    shares of Series E Preferred Stock pursuant to the terms of the attached Warrant, and tenders herewith payment in cash of
    the Exercise Price of such Warrant Shares in full, together with all applicable transfer taxes, if any.


 


	 	☐	Net
    Exercise the attached Warrant with respect to _____ Warrant Shares.


 


The
undersigned hereby represents and warrants that Representations and Warranties in Section 6 of the Warrant are true and correct
as of the date hereof.


 


Date:
 ____________________


 


	 	HOLDER	 
	 	 	 
	 	By:	 
	 	 	 
	 	Address:	
	 	 	 


 


Name
in which shares should be registered:


 


 





 



 






     


     


    

 


ASSIGNMENT
FORM


 


(To
assign the foregoing Warrant, execute this form and supply required information. Do not use this form to purchase shares.)


 


For
Value Received, the foregoing Warrant and
all rights evidenced thereby are hereby assigned to


 


Name:
____________________________________________________________


                                  (Please
Print)


 


Address:____________________________________________________________


                                  (Please
Print)


 


Dated:
________________________


 


Holder’s

Signature:  ________________________________________________


 


Holder’s

Address:  ________________________________________________


 


NOTE:
The signature to this Assignment Form must correspond with the name as it appears on the face of the Warrant. Officers of corporations
and those acting in a fiduciary or other representative capacity should provide proper evidence of authority to assign the foregoing
Warrant.