EX-10.4 6 ea131483ex10-4_collective.htm SPONSOR FORFEITURE AGREEMENT, DATED AS OF DECEMBER 10, 2020, BETWEEN COLLECTIVE GROWTH CORPORATION AND CERTAIN OFFICERS, DIRECTORS, AND INITIAL STOCKHOLDERS OF COLLECTIVE GROWTH CORPORATION NAMED ON THE SIGNATURE PAGES THERETO

Exhibit 10.4

 

Collective Growth Corporation

1805 West Avenue

Austin, TX 78701

 

December 10, 2020

 

Shipwright SPAC I, LLC

The Linton Family Trust

GWW LLC

2702932 Ontario Inc.

2702933 Ontario Inc.

Mr. Jonathan Sherman

Mr. Timothy Saunders

Mr. Wilson Kello

 

Re: Sponsor Forfeiture

 

Ladies and Gentlemen:

 

The undersigned individuals and entities (“Sponsors”), who are directors, officers, and shareholders of Collective Growth Corporation (“SPAC”), purchased shares of Class B common stock of SPAC, $0.0001 par value per share (“Sponsor Shares”), and/or warrants exercisable for shares of Class A common stock of SPAC at an initial exercise price of $11.50 per share (“SPAC Warrants”).

 

In connection with the consummation (“Closing”) of the transactions contemplated under that certain Business Combination Agreement, dated on or about the date hereof, by and among SPAC, Innoviz Technologies Ltd., a company organized under the laws of the State of Israel, and Hatzata Merger Sub, Inc., a Delaware corporation, the Sponsors hereby agree to forfeit and transfer to the Company for cancellation in exchange for no consideration, and agree that SPAC shall immediately terminate and cancel immediately prior to the Closing, an aggregate of 1,875,000 Sponsor Shares and 187,500 SPAC Warrants, as allocated among the Sponsors on Exhibit A hereto (collectively, the “Founder Forfeited Securities”). The Sponsors and the SPAC each shall take such actions as are necessary to cause the Founder Forfeited Securities to be terminated and cancelled, including by directing SPAC’s transfer agent (or such other intermediaries as appropriate) to take any and all such actions incident thereto, after which the Founder Forfeited Securities shall no longer be issued or outstanding. Please indicate your agreement to the foregoing by signing in the space provided below.

 

[signature page follows]

 

 

 

 

  Very truly yours,
   
  COLLECTIVE GROWTH CORPORATION
   
  By: /s/ Bruce Linton
  Name:  Bruce Linton
  Title: Chief Executive Officer

 

 

 

 

ACCEPTED AND AGREED TO:  
   
SHIPWRIGHT SPAC I, LLC  
     
By: /s/ Andrew Townsend  
  Name: Andrew Townsend  
  Title: Managing Member  
     
THE LINTON FAMILY TRUST  
     
By: /s/ Bruce Linton  
  Name: Bruce Linton  
  Title: Trustee  
     
GWW LLC  
     
By: /s/ Geoffrey W. Whaling  
  Name: Geoffrey W. Whaling  
  Title: Member  
     
2702932 ONTARIO INC.  
     
By: /s/ Jamie Litchen  
  Name: Jamie Litchen  
  Title: Director  
     
2702933 ONTARIO INC.  
     
By: /s/ Jonathan Sherman  
  Name: Jonathan Sherman  
  Title: Director  

  

/s/ Tim Saunders  
Tim Saunders  
   
/s/ Jonathan Sherman  
Jonathan Sherman  
   
/s/ Wilson Kello  
Wilson Kello  

  

[Signature Page to Sponsor Forfeiture Agreement]

 

 

 

 

Exhibit A

 

Sponsor Name  Sponsor Shares Forfeited   SPAC Warrants Forfeited 
Shipwright SPAC I, LLC   1,031,250    150,000 
The Linton Family Trust   324,375    15,000 
GWW LLC   217,813    12,500 
Jonathan Sherman   16,406    0 
2702923 Ontario Inc.   88,125    5,000 
2702933 Ontario Inc.   88,125    5,000 
Timothy Saunders   25,406    0 
Wilson Kello   83,500    0 
TOTAL   1,875,000    187,500