Switchback Energy Acquisition Corporation [●] Units Underwriting AgreementUnderwriting Agreement • July 1st, 2019 • Switchback Energy Acquisition Corp • Blank checks • New York
Switchback Energy Acquisition Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, [●] units (the “Units”) of the Company (the “Firm Units”), and, at the election of the Underwriters, up to [●] additional units, if any (the “Optional Units”, the Optional Units, together with the Firm Units that the Underwriters elect to purchase pursuant to Section 2 hereof being hereinafter called the “Units”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter shall mean either the singular or plural as the context requires. Certain capitalized terms used herein and not otherwis
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • July 30th, 2019 • Switchback Energy Acquisition Corp • Blank checks • New York
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • July 30th, 2019 • Switchback Energy Acquisition Corp • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of July 25, 2019 (as it may from time to time be amended, this “Agreement”), is entered into by and between Switchback Energy Acquisition Corporation, a Delaware corporation (the “Company”), and NGP Switchback, LLC, a Delaware limited liability company (the “Purchaser”).
CHARGEPOINT HOLDINGS, INC., as the Company, THE GUARANTORS PARTY HERETO FROM TIME TO TIME, as Guarantors AND WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee INDENTURE Dated as of April 12, 2022 3.50% / 5.00% Convertible Senior PIK Toggle Notes due 2027Indenture • April 12th, 2022 • ChargePoint Holdings, Inc. • Miscellaneous transportation equipment • New York
INDENTURE, dated as of April 12, 2022 among CHARGEPOINT HOLDINGS, INC., a Delaware corporation, as issuer (the “Company”, as more fully set forth in Section 1.01), the Guarantors party hereto from time to time and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, as trustee (the “Trustee”, as more fully set forth in Section 1.01).
INDEMNIFICATION AGREEMENTIndemnification Agreement • April 4th, 2022 • ChargePoint Holdings, Inc. • Miscellaneous transportation equipment • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made as of [●], by and between CHARGEPOINT HOLDINGS, INC., a Delaware corporation (the “Company”), and [●] (“Indemnitee”).
WARRANT AGREEMENT between SWITCHBACK ENERGY ACQUISITION CORPORATION and CONTINENTAL STOCK TRANSFER & TRUST COMPANY Dated as of July 25, 2019Warrant Agreement • July 30th, 2019 • Switchback Energy Acquisition Corp • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of July 25, 2019, is by and between Switchback Energy Acquisition Corporation, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 24th, 2019 • Switchback Energy Acquisition Corp • Blank checks • Delaware
This Securities Purchase Agreement (this “Agreement”), effective as of May 16, 2019, is made and entered into by and between Switchback Energy Acquisition Corporation, a Delaware corporation (the “Company”), and NGP Switchback, LLC, a Delaware limited liability company (the “Buyer”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 30th, 2019 • Switchback Energy Acquisition Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 25, 2019, is made and entered into by and among Switchback Energy Acquisition Corporation, a Delaware corporation (the “Company”), NGP Switchback, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
SUBSCRIPTION AGREEMENTSubscription Agreement • September 24th, 2020 • Switchback Energy Acquisition Corp • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 23rd day of September, 2020, by and among Switchback Energy Acquisition Corporation, a Delaware corporation (the “Issuer”), ChargePoint, Inc., a Delaware corporation (“ChargePoint”), and the undersigned (“Subscriber”).
•] Shares CHARGEPOINT HOLDINGS, INC. COMMON STOCK, PAR VALUE $0.0001 PER SHARE UNDERWRITING AGREEMENTUnderwriting Agreement • July 12th, 2021 • ChargePoint Holdings, Inc. • Miscellaneous transportation equipment • New York
ContractWarrant Agreement • December 4th, 2020 • Switchback Energy Acquisition Corp • Miscellaneous transportation equipment • California
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.
July 25, 2019Underwriting Agreement • July 30th, 2019 • Switchback Energy Acquisition Corp • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among Switchback Energy Acquisition Corporation, a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC and Citigroup Global Markets Inc., as representatives (the “Representatives”) of the several underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 units which may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-third of one redeemable warrant (each whole warrant, a “Warrant”). Each Warrant entitles the holder thereof to purchase one share of the Class A Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold
ContractTransition and Separation Agreement • April 1st, 2024 • ChargePoint Holdings, Inc. • Miscellaneous transportation equipment
Insider Letter Acknowledgement and AgreementInsider Letter Acknowledgement and Agreement • July 27th, 2020 • Switchback Energy Acquisition Corp • Blank checks • New York
This acknowledgement and agreement shall be governed by and construed in accordance with the laws of the State of New York without reference to such state’s principles of conflicts of law that would cause the laws of any other jurisdiction to apply.
5- (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets; (iii)The consummation of a merger or consolidation of the Company with or into any other entity, other than a merger or...Severance and Change in Control Agreement • December 8th, 2023 • ChargePoint Holdings, Inc. • Miscellaneous transportation equipment • California
INVESTMENT AGREEMENT by and among CHARGEPOINT HOLDINGS, INC., CHARGEPOINT, INC. and ANTARA CAPITAL LP Dated as of April 4, 2022Investment Agreement • April 12th, 2022 • ChargePoint Holdings, Inc. • Miscellaneous transportation equipment • New York
This INVESTMENT AGREEMENT (this “Agreement”), dated as of April 4, 2022 by and among ChargePoint Holdings, Inc., a Delaware corporation (together with any successor or assign pursuant to Section 6.07, the “Company”), ChargePoint, Inc., a Delaware corporation, and the several Purchasers listed on Schedule 1 hereto (together with their successors and permitted assigns, each a “Purchaser” and, collectively, the “Purchasers”). Capitalized terms not otherwise defined where used shall have the meanings ascribed thereto in Article 1.
ContractWarrant Agreement • December 4th, 2020 • Switchback Energy Acquisition Corp • Miscellaneous transportation equipment • California
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.
ContractWarrant Agreement • December 4th, 2020 • Switchback Energy Acquisition Corp • Miscellaneous transportation equipment • California
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.
Signature Page to Amendment No. 1] JPMORGAN CHASE BANK, N.A., as the Administrative Agent and Lender By: /s/ Santiago Gascon Name: Santiago Gascon Title: Vice President [Signature Page to Amendment No. 1] HSBC VENTURES USA INC., as Lender By: /s/...Revolving Credit Agreement • December 8th, 2023 • ChargePoint Holdings, Inc. • Miscellaneous transportation equipment
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 1st, 2021 • ChargePoint Holdings, Inc. • Miscellaneous transportation equipment • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of February 26, 2021, is made and entered into by and among ChargePoint Holdings, Inc., a Delaware corporation, f/k/a Switchback Energy Acquisition Corporation (the “Company”), NGP Switchback, LLC, a Delaware limited liability company (the “Sponsor”), the undersigned parties listed under Holder on Schedule A hereto and the undersigned parties listed under Additional Holder on Schedule A hereto (each such party and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
LOCK-UP AGREEMENTLock-Up Agreement • September 24th, 2020 • Switchback Energy Acquisition Corp • Blank checks • Delaware
This Lock-Up Agreement (this “Agreement”) is made and entered into as of September 23, 2020, by and among Switchback Energy Acquisition Corporation, a Delaware corporation (“Switchback”), the undersigned stockholders (each, a “Lock-Up Party” and, collectively, the “Lock-Up Parties”) of ChargePoint, Inc., a Delaware corporation (the “Company”) and the Company. Capitalized terms used but not otherwise defined herein shall have the respective meanings ascribed to such terms in the Business Combination Agreement (as defined below).
September 23, 2020Surrender and Potential Forfeiture Agreement • September 24th, 2020 • Switchback Energy Acquisition Corp • Blank checks
Reference is made to that certain Business Combination Agreement and Plan of Reorganization (the “BCA”), to be dated as of the date hereof, by and among ChargePoint, Inc., a Delaware corporation (the “Company”), Switchback Energy Acquisition Corporation, a Delaware corporation (“Switchback”), and Lightning Merger Sub Inc., a Delaware corporation and a direct, wholly owned subsidiary of Switchback. This letter agreement (this “Letter Agreement”) is being entered into and delivered by Switchback and each of NGP Switchback, LLC, a Delaware limited liability company (the “Sponsor”), Joseph Armes, Zane Arrott and Ray Kubis (together with the Sponsor, the “Founder Stockholders”) in connection with the transactions contemplated by the BCA. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the BCA.
CHARGEPOINT HOLDINGS, INC. CHANGE IN CONTROL VESTING ACCELERATION AGREEMENTChange in Control Vesting Acceleration Agreement • May 28th, 2021 • ChargePoint Holdings, Inc. • Miscellaneous transportation equipment • Delaware
This Change in Control Vesting Acceleration Agreement (the “Agreement”) is made and entered into by and between __________________ (the “Executive”) and ChargePoint Holdings, Inc., a Delaware corporation (the “Company”), effective as of the date specified in Section 1 below.
SWITCHBACK ENERGY ACQUISITION CORPORATIONAdministrative Services Agreement • July 1st, 2019 • Switchback Energy Acquisition Corp • Blank checks
SWITCHBACK ENERGY ACQUISITION CORPORATIONAdministrative Services Agreement • June 21st, 2019 • Switchback Energy Acquisition Corp • Blank checks • New York
EMPLOYMENT AGREEMENTEmployment Agreement • March 1st, 2021 • ChargePoint Holdings, Inc. • Miscellaneous transportation equipment
BUSINESS COMBINATION AGREEMENT AND PLAN OF REORGANIZATION by and among SWITCHBACK ENERGY ACQUISITION CORPORATION, LIGHTNING MERGER SUB INC. and CHARGEPOINT, INC. Dated as of September 23, 2020Business Combination Agreement • September 24th, 2020 • Switchback Energy Acquisition Corp • Blank checks • Delaware
This Business Combination Agreement and Plan of Reorganization, dated as of September 23, 2020 (this “Agreement”), is entered into by and among Switchback Energy Acquisition Corporation, a Delaware corporation (“Switchback”), Lightning Merger Sub Inc., a Delaware corporation (“Merger Sub”), and ChargePoint, Inc., a Delaware corporation (the “Company”).
ContractWarrant Agreement • December 4th, 2020 • Switchback Energy Acquisition Corp • Miscellaneous transportation equipment • California
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.
SWITCHBACK ENERGY ACQUISITION CORPORATIONAdministrative Services Agreement • July 30th, 2019 • Switchback Energy Acquisition Corp • Blank checks • New York
This letter agreement by and between Switchback Energy Acquisition Corporation (the “Company”) and NGP Switchback, LLC (“NGP”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the New York Stock Exchange (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • October 24th, 2023 • ChargePoint Holdings, Inc. • Miscellaneous transportation equipment • New York
FIRST SUPPLEMENTAL INDENTURE (this “Supplemental Indenture”), dated as of October 24, 2023, among ChargePoint Holdings, Inc., a Delaware corporation (the “Issuer”), ChargePoint, Inc., a Delaware corporation, as Guarantor (the “Guarantor”) and Wilmington Trust, National Association, a national banking association, as Trustee (in such capacity, the “Trustee”) under the Indenture (as defined below).
CHARGEPOINT HOLDINGS, INC. $500,000,000 SHARES OF COMMON STOCK SALES AGREEMENTSales Agreement • July 1st, 2022 • ChargePoint Holdings, Inc. • Miscellaneous transportation equipment • New York
ChargePoint Holdings, Inc., a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cowen and Company, LLC, Goldman Sachs & Co. LLC and Oppenheimer & Co. Inc. (“each, a “Sales Agent” and collectively, the “Sales Agents”), as follows:
CHARGEPOINT EUROPE HOLDINGS B.V. SEVERANCE AND CHANGE IN CONTROL AGREEMENTSeverance and Change in Control Agreement • May 28th, 2021 • ChargePoint Holdings, Inc. • Miscellaneous transportation equipment
This Severance and Change in Control Agreement (the “Agreement”) is made and entered into by and between ________________ (the “Executive”) and ChargePoint Europe Holdings B.V., a Dutch corporation (the “Company”), effective as of the date specified in Section 1 below.
