In compliance with the guidelines of the Financial Industry Regulatory Authority
(FINRA), the aggregate maximum discount, commission, fees or other items constituting underwriting compensation to be received by any FINRA member or independent broker-dealer will not exceed 8% of the gross proceeds of any offering
pursuant to this prospectus and any applicable prospectus supplement.
If at the time of any offering made under this prospectus a member
of FINRA participating in the offering has a conflict of interest as defined in FINRA Rule 5121 (Rule 5121), that offering will be conducted in accordance with the relevant provisions of Rule 5121.
To ChargePoints knowledge, as of the filing of this registration statement, there are no plans, arrangements or understandings between
the Selling Securityholders and any broker-dealer or agent regarding the sale of the securities by the Selling Securityholders. Upon ChargePoints notification by a Selling Securityholder that any material arrangement has been entered into with
an underwriter or broker-dealer for the sale of the Shares through a block trade, special offering, exchange distribution, secondary distribution or a purchase by an underwriter or broker-dealer, ChargePoint will file, if required by applicable law
or regulation, a supplement to this prospectus pursuant to Rule 424(b) under the Securities Act disclosing certain material information relating to such underwriter or broker-dealer and such offering.
Underwriters, broker-dealers or agents may facilitate the marketing of an offering online directly or through one of their affiliates. In
those cases, prospective investors may view offering terms and a prospectus online and, depending upon the particular underwriter, broker-dealer or agent, place orders online or through their financial advisors.
The underwriters, broker-dealers and agents may engage in transactions with ChargePoint or the Selling Securityholders, or perform services
for ChargePoint or the Selling Securityholders, in the ordinary course of business.
In order to comply with the securities laws of
certain states, if applicable, the Shares must be sold in such jurisdictions only through registered or licensed brokers or dealers. In addition, in certain states the Shares
may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification
requirement is available and is complied with.
ChargePoint has advised the Selling Securityholders that the anti-manipulation rules of
Regulation M under the Exchange Act may apply to sales of shares in the market and to the activities of the Selling Securityholders and their affiliates. In addition, to the extent applicable, ChargePoint will make copies of this prospectus (as it
may be supplemented or amended from time to time) available to the Selling Securityholders for the purpose of satisfying the prospectus delivery requirements of the Securities Act. The Selling Securityholders may indemnify any broker-dealer that
participates in transactions involving the sale of the shares against certain liabilities, including liabilities arising under the Securities Act.
ChargePoint will make copies of this prospectus available to the Selling Securityholders for the purpose of satisfying the prospectus delivery
requirements of the Securities Act. The Selling Securityholders may indemnify any agent, broker-dealer or underwriter that participates in transactions involving the sale of the Shares against certain liabilities, including liabilities arising under
the Securities Act.
Pursuant to the Investment Agreement, ChargePoint has agreed to indemnify certain of the Selling Securityholders,
their respective affiliates and their and their respective officers, directors, members, employees, managers, general partners, advisors and agents against certain liabilities, including certain liabilities under the Securities Act, the Exchange Act
or other federal or state law. Agents, broker-dealers and underwriters may be entitled to indemnification by ChargePoint and the Selling Securityholders against certain civil liabilities, including liabilities under the Securities Act, or to
contribution with respect to payments, which the agents, broker-dealers or underwriters may be required to make in respect thereof.
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