WARRANT AGREEMENTWarrant Agreement • January 11th, 2021 • Innoviz Technologies Ltd. • New York
This agreement is made as of April 30, 2020 between Collective Growth Corporation, a Delaware corporation, with offices at 1805 West Avenue, Austin, Texas 78701 (“Company”), and Continental Stock Transfer & Trust Company, a New York corporation, with offices at 1 State Street, New York, New York 10004 (“Warrant Agent”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 11th, 2021 • Innoviz Technologies Ltd. • Delaware
WHEREAS, pursuant to that certain Business Combination Agreement, dated as of December 10, 2020 (as it may be amended, supplemented, restated or otherwise modified from time to time, the “Business Combination Agreement”), by and among the Company, SPAC and Hatzata Merger Sub, Inc., a Delaware corporation and a direct, wholly owned subsidiary of the Company (“Merger Sub”), Merger Sub will merge with and into SPAC, with SPAC continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “Merger”); and
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • January 11th, 2021 • Innoviz Technologies Ltd. • New York
This Agreement is made as of April 30, 2020 by and between Collective Growth Corporation (the “Company”) and Continental Stock Transfer & Trust Company (“Trustee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • January 11th, 2021 • Innoviz Technologies Ltd. • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 10th day of December, 2020, by and among Innoviz Technologies Ltd., a company organized under the laws of the State of Israel (the “Issuer”), and the undersigned (“Subscriber” or “you”). Defined terms used but not otherwise defined herein shall have the respective meanings ascribed thereto in the Business Combination Agreement (as defined below).
SUPPORT AGREEMENTSupport Agreement • January 11th, 2021 • Innoviz Technologies Ltd. • Delaware
This Support Agreement (this “Agreement”), dated as of December 10, 2020, is entered into by and among Collective Growth Corporation, a Delaware corporation (“SPAC”), Innoviz Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), and [ 🌑 ] (the “Shareholder”).
ASSIGNMENT, ASSUMPTION AND AMENDMENT AGREEMENTAssignment, Assumption and Amendment Agreement • January 11th, 2021 • Innoviz Technologies Ltd. • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of [ 🌑 ], 2021, by and among Innoviz Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), Collective Growth Corporation, a Delaware corporation (“SPAC”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (the “Warrant Agent”).
CONFIDENTIALITY AND LOCKUP AGREEMENTConfidentiality and Lockup Agreement • January 11th, 2021 • Innoviz Technologies Ltd. • Delaware
This Confidentiality and Lockup Agreement is dated as of December 10, 2020 and is between Innoviz Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), and each of the shareholder parties identified on Exhibit A hereto and the other persons who enter into a joinder to this Agreement substantially in the form of Exhibit B hereto with the Company in order to become a “Shareholder Party” for purposes of this Agreement (collectively, the “Shareholder Parties”). Capitalized terms used but not defined herein shall have the meanings assigned to them in the Business Combination Agreement (as defined below).
Innoviz Technologies Ltd. Afek Industrial Park Rosh Ha’Avin, Israel Collective Growth Corporation Austin, TX 78701 Re: Sponsor Letter Agreement Ladies and Gentlemen:Letter Agreement • January 11th, 2021 • Innoviz Technologies Ltd. • New York
This letter agreement (“Sponsor Letter Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement (“Business Combination Agreement”), dated on or about the date hereof, by and among Collective Growth Corporation, a Delaware corporation (“SPAC”), Innoviz Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), and Hatzata Merger Sub, Inc., a Delaware corporation (“Merger Sub”), pursuant to which Merger Sub will merge with and into SPAC (“Merger”), with SPAC surviving the Merger as a wholly owned subsidiary of the Company. In order to induce the Company and SPAC to enter into the Business Combination Agreement and proceed with the Merger, and in recognition of the benefit that the Merger will confer on the undersigned, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby agrees with the Company and SPAC as follows:
PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K, CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND, WHERE APPLICABLE, HAVE BEEN MARKED “[***],” SUCH REDACTIONS ARE IMMATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. Memorandum of...Innoviz Technologies Ltd. • January 11th, 2021
This Memorandum of Understanding (the “MOU”) is made and entered into as of this 12th day of October, 2020, (the “Effective Date”) by and between Magna Electronics Technology, Inc. with place of business at 10410 North Holly Road, Holly, Michigan, 48442, United States (“Magna”) and Innoviz Technologies Ltd., an Israeli company with a place of business located at 2 Amal Street, Afek Park, Rosh Ha’Ayin, Israel (“Innoviz”). The parties herein may be referred to individually as a “Party” and collectively as the “Parties”.
Collective Growth Corporation Austin, Texas 78701Innoviz Technologies Ltd. • January 11th, 2021 • New York
This letter agreement by and between Collective Growth Corporation (the “Company”), Black Canvas Consulting Inc. (“Black Canvas”) and Tim Saunders as Principal Consultant (collectively “the Consultant”), 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 Nasdaq Capital Market (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 (“Business Combination”) or the Company’s liquidation of the trust account (the “Trust Account”) established in connection with the Company’s initial public offering (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), the Consultant shall serve as the Company’s Chief Financial Officer an
Addendum to Memorandum of UnderstandingInnoviz Technologies Ltd. • January 11th, 2021
Reference is made to the Memorandum of Understanding by and between INNOVIZ Technologies Ltd. (“Innoviz”), and Magna Electronics Technology, Inc. (“Magna Electronics”) dated October 12, 2020 relating to the supply and manufacturing of the InnovizOne Optical Module for the BMW [***] program (“MoU”). According to Section 1) last paragraph, the parties will use commercially reasonable efforts to enter into a definitive supply agreement which is expected to replace the MoU within no later than December 12, 2020. The Parties hereby agree to extend such deadline with both retroactive and future effect until February 1, 2021, such that this will be deemed to have always been the intended date.
COLLECTIVE GROWTH CORPORATIONInnoviz Technologies Ltd. • January 11th, 2021
This letter will confirm our agreement that, commencing on the effective date (the “Effective Date”) of the registration statement (the “Registration Statement”) for the initial public offering (the “IPO”) of the securities of Collective Growth Corporation (the “Company”) and continuing until the earlier of (i) the consummation by the Company of an initial business combination or (ii) the Company’s liquidation of the trust account established in connection with the IPO (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”), Ocelot Capital Management LLC shall make available to the Company certain office space and administrative and support services as may be required by the Company from time to time, situated at 1805 West Avenue, Austin, Texas 78701 (or any successor location). In exchange therefore, the Company shall pay Ocelot Capital Management LLC the sum of $10,000 per month on the Effective Date and continui
PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K, CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND, WHERE APPLICABLE, HAVE BEEN MARKED “[***],” SUCH REDACTIONS ARE IMMATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. AMENDMENT...Innoviz Technologies Ltd. • January 11th, 2021
INNOVIZ Technologies Ltd. (“INNOVIZ”), a corporation duly organised and existing under the laws of Israel, with its domicile at 15 Atir Yeda Street, Kfar Saba, Israel
PUT OPTION AGREEMENTPut Option Agreement • January 11th, 2021 • Innoviz Technologies Ltd. • Delaware
This Put Option Agreement (this “Agreement”) is made and entered as of December 10, 2020 by and between Innoviz Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”) and Antara Capital LP, a Delaware limited partnership, on behalf of the funds it manages and/or its designees (“Antara” and, together with the Company, the “Parties”).
PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K, CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND, WHERE APPLICABLE, HAVE BEEN MARKED “[***],” SUCH REDACTIONS ARE IMMATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. JOINT...Joint Development and Master Supply Agreement • January 11th, 2021 • Innoviz Technologies Ltd. • New York
THIS JOINT DEVELOPMENT AND SUPPLY AGREEMENT (this “Agreement”) is made as of December 4, 2017 (the “Effective Date”) by and between MAGNA ELECTRONICS INC., a Delaware corporation, with a place of business at 2050 Auburn Road, Auburn Hills, Ml, USA 48326 (“Magna”) and INNOVIZ TECHNOLOGIES LTD., a limited liability company incorporated under the laws of Israel, with a place of business at Atir Yeda 5 St., Kfar Saba, Israel (“Innoviz”). Magna and Innoviz are each herein referred to as a “Party” or, collectively, as the “Parties”.
