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 |