EX-10.6





 Exhibit 10.6 

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/ Jonathan Sherman
	 Jonathan Sherman















			
	
	/s/ Timothy Saunders
	 Timothy Saunders

	
	/s/ Wilson Kello
	 Wilson Kello














 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