UNDERWRITING AGREEMENT between COLLECTIVE GROWTH CORPORATION and CANTOR FITZGERALD & CO. Dated: April 30, 2020 COLLECTIVE GROWTH CORPORATION UNDERWRITING AGREEMENTUnderwriting Agreement • May 5th, 2020 • Collective Growth Corp • Blank checks • New York
The undersigned, Collective Growth Corporation, a Delaware corporation (the “Company”), hereby confirms its agreement with Cantor Fitzgerald & Co. (“Cantor Fitzgerald” or the “Representative”) and with the other underwriters named on Schedule A hereto (if any), for which the Representative is acting as representative (the Representative and such other underwriters being collectively referred to herein as the “Underwriters” or, each underwriter individually, an “Underwriter”) as follows (provided that to the extent there is only one Underwriter, then all references to Representative and Underwriters shall mean Cantor Fitzgerald, as the Underwriter):
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 5th, 2020 • Collective Growth Corp • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is entered into as of the 30th day of April, 2020, by and among Collective Growth Corporation, a Delaware corporation (the “Company”) and the undersigned parties listed under Investors on the signature page hereto (each, an “Investor” and collectively, the “Investors”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • March 11th, 2020 • Collective Growth Corp • Blank checks • New York
This Agreement, made and entered into effective as of the ___ day of _____, 2020 (“Agreement”), by and between Collective Growth Corporation, a Delaware corporation (“Company”), and ____________ (“Indemnitee”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • May 5th, 2020 • Collective Growth Corp • Blank checks • 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”).
WARRANT AGREEMENTWarrant Agreement • May 5th, 2020 • Collective Growth Corp • Blank checks • 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”).
BUSINESS COMBINATION AGREEMENT BY AND AMONG COLLECTIVE GROWTH CORPORATION HATZATA MERGER SUB, INC. INNOVIZ TECHNOLOGIES LTD. PERCEPTION CAPITAL PARTNERS LLC (solely for purposes of Sections 2.2(d), 2.3(a), 2.8, 2.9, 5.2, 5.5, 7.2 and Article VIII) AND...Business Combination Agreement • December 14th, 2020 • Collective Growth Corp • Blank checks • Delaware
This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of December 10, 2020, is entered into by and among Collective Growth Corporation, a Delaware corporation (“SPAC”), Hatzata Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Innoviz Technologies Ltd., a company organized under the laws of the State of Israel (the “Company”), solely for purposes of Sections 2.2(d), 2.3, 2.8, 2.9, 5.2, 5.5, 7.2 and Article VIII (collectively with the definitions in Section 1.1 of any terms used but not defined in such Sections, the “Perception Provisions”), Perception Capital Partners LLC, a Delaware limited liability company (“Perception”), and solely for purposes of Sections 5.2, 5.5, 7.2 and Article VIII (collectively with the definitions in Section 1.1 of any terms used but not defined in such Sections, the “Antara Provisions”), Antara Capital LP (“Antara”). SPAC, Merger Sub and the Company shall be referred to herein from time to time collectively as the “Parties.” Capitalized te
SUBSCRIPTION AGREEMENTSubscription Agreement • January 5th, 2021 • Collective Growth Corp • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 30th 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 • December 14th, 2020 • Collective Growth Corp • Blank checks • Delaware
This Support Agreement (this “Agreement”), dated as of December 10, 2020, 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 • April 7th, 2021 • Collective Growth Corp • Blank checks • New York
This Assignment, Assumption and Amendment Agreement (this “Agreement”) is made as of April 5, 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”), Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (“Continental”) and American Stock Transfer & Trust Company, a New York corporation (“AST”).
Re: Sponsor Letter AgreementLetter Agreement • December 14th, 2020 • Collective Growth Corp • Blank checks • 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:
Collective Growth Corporation Cantor Fitzgerald & Co. New York, New York 10022Underwriting Agreement • March 11th, 2020 • Collective Growth Corp • Blank checks
This letter is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Collective Growth Corporation, a Delaware corporation (the “Company”), and Cantor Fitzgerald & Co. as representative (the “Representative”) of the several Underwriters named in Schedule I thereto (the “Underwriters”), relating to an underwritten initial public offering (the “IPO”) of the Company’s units (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Common Stock”), and one-half of one warrant, each whole warrant exercisable for one share of Common Stock (each, a “Warrant”). Certain capitalized terms used herein are defined in paragraph 11 hereof.
COLLECTIVE GROWTH CORPORATIONCollective Growth Corp • March 11th, 2020 • Blank checks
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
COLLECTIVE GROWTH CORPORATIONCollective Growth Corp • May 5th, 2020 • Blank checks
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
PUT OPTION AGREEMENTSubscription Agreement • December 14th, 2020 • Collective Growth Corp • Blank checks • 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”).
Collective Growth CorporationCollective Growth Corp • May 5th, 2020 • Blank checks • 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
CONFIDENTIALITY AND LOCKUP AGREEMENTConfidentiality and Lockup Agreement • December 14th, 2020 • Collective Growth Corp • Blank checks • 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).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 14th, 2020 • Collective Growth Corp • Blank checks • 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
Collective Growth CorporationServices Agreement • March 11th, 2020 • Collective Growth Corp • Blank checks • New York
This letter agreement by and between Collective Growth Corporation (the “Company”) and Tim Saunders, 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”), Mr. Saunders shall serve as the Company’s Chief Financial Officer and provide services to the Company customarily provided by other similar chief financial officers. In exch
