REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 25th, 2021 • Gores Metropoulos II, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 22, 2021, is made and entered into by and among Gores Metropoulos II, Inc., a Delaware corporation (the “Company”), Gores Metropoulos Sponsor II, LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned parties listed under Holder on the signature page hereto (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
40,000,000 Units Gores Metropoulos II, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • December 23rd, 2020 • Gores Metropoulos II, Inc. • Blank checks • New York
Gores Metropoulos II, Inc., a corporation organized under the laws of Delaware (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to sell to you and, as applicable, to the several underwriters named in Schedule I hereto (collectively, the “Underwriters”), for whom you (the “Representatives”) are acting as representatives, 40,000,000 units (the “Units”) of the Company (said units to be issued and sold by the Company being hereinafter called the “Underwritten Securities”). The Company also proposes to grant to the Underwriters an option to purchase up to 6,000,000 additional units to cover over-allotments, if any (the “Option Securities”; the Option Securities, together with the Underwritten Securities, being hereinafter called the “Securities”). To the extent there are no additional Underwriters listed on Schedule I other than you, the term Representatives as used herein shall mean you, as Underwriters, and the term Underwriter sh
SONDER HOLDINGS INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • January 24th, 2022 • Sonder Holdings, Inc. • Hotels, rooming houses, camps & other lodging places • Delaware
This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Sonder Holdings Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).
SPONSOR WARRANTS PURCHASE AGREEMENTSponsor Warrants Purchase Agreement • January 25th, 2021 • Gores Metropoulos II, Inc. • Blank checks • New York
THIS SPONSOR WARRANTS PURCHASE AGREEMENT, effective as of January 19, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between Gores Metropoulos II, Inc., a Delaware corporation (the “Company”), and Gores Metropoulos Sponsor II, LLC, a Delaware limited liability company (the “Purchaser”).
WARRANT AGREEMENT between GORES METROPOULOS II, INC. and Computershare Inc. Computershare Trust Company, N.A.Warrant Agreement • January 25th, 2021 • Gores Metropoulos II, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 22, 2021, is by and between Gores Metropoulos II, Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation and Computershare Trust Company, N.A., a federally chartered trust company, collectively, as warrant agent (the “Warrant Agent”, also referred to herein as the “Transfer Agent”).
INDEMNITY AGREEMENTIndemnity Agreement • January 25th, 2021 • Gores Metropoulos II, Inc. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of January 22, 2021 by and between GORES METROPOULOS II, INC., a Delaware corporation (the “Company”), and the undersigned (“Indemnitee”).
Gores Metropoulos II, Inc. Boulder, CO 80301Letter Agreement • January 25th, 2021 • Gores Metropoulos II, Inc. • Blank checks
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and between Gores Metropoulos II, Inc., a Delaware corporation (the “Company”), and Deutsche Bank Securities Inc. and Citigroup Global Markets Inc., as underwriters (the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 46,000,000 of the Company’s units (including up to 6,000,000 units that may be purchased to cover over-allotments, if any) (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-fifth of one warrant. Each whole Warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Common Stock at a price of $11.50 per share, subject to adjustment. The Units shall be sold in the Public Offering pursuant to a registration statement on Form S-1 and prospectus (the “Prospect
Gores Metropoulos II, Inc. Beverly Hills, California 90212Gores Metropoulos II, Inc. • September 9th, 2020 • Blank checks • New York
Gores Metropoulos II, Inc., a Delaware corporation (the “Company”), is pleased to accept the offer Gores Metropoulos Sponsor II, LLC, a Delaware limited liability company (the “Subscriber” or “you”), has made to purchase 11,500,000 shares of the Company’s Class F common stock (the “Shares”), $0.0001 par value per share (the “Class F Common Stock”), up to 1,500,000 of which are subject to complete or partial forfeiture by you if the underwriters of the Company’s initial public offering (“IPO”) do not fully exercise their over-allotment option (the “Over-allotment Option”). For the purposes of this Agreement, references to “Common Stock” are to, collectively, the Class F Common Stock and the Company’s Class A common stock, $0.0001 par value per share (the “Class A Common Stock”). Pursuant to the Company’s certificate of incorporation, as amended to the date hereof (the “Charter”), shares of Class F Common Stock will convert into shares of Class A Common Stock on a one-for-one basis, subj
AGREEMENT AND PLAN OF MERGER dated as of April 29, 2021 by and among GORES METROPOULOS II, INC., SUNSHINE MERGER SUB I, INC., SUNSHINE MERGER SUB II, LLC, and SONDER HOLDINGS INC.Agreement and Plan of Merger • April 30th, 2021 • Gores Metropoulos II, Inc. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of April 29, 2021, is entered into by and among Gores Metropoulos II, Inc., a Delaware corporation (“Parent”), Sunshine Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), Sunshine Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II” and together with Merger Sub I, the “Merger Subs”), and Sonder Holdings Inc., a Delaware corporation (the “Company”). Certain capitalized terms used in this Agreement shall have the meanings set forth in Article I.
INVESTMENT MANAGEMENT TRUST AGREEMENTTrust Agreement • January 25th, 2021 • Gores Metropoulos II, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of January 22, 2021 by and between Gores Metropoulos II, Inc., a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., a Delaware corporation (the “Trustee”).
SONDER HOLDINGS INC. Confirmatory Employment Letter September 14, 2021Letter Agreement • September 17th, 2021 • Gores Metropoulos II, Inc. • Hotels, rooming houses, camps & other lodging places
This letter agreement (the “Agreement”) is entered into between Sonder Holdings Inc. (the “Company” or “we”), the Company’s wholly owned subsidiary, Sonder USA Inc. (“Sonder USA”), and you. This Agreement is effective as of the date signed below (the “Effective Date”). The purpose of this Agreement is to confirm the current terms and conditions of your employment.
Signature Page to Sonder – Omnibus Amendment IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first above written. NOTE OBLIGORS SONDER HOLDINGS INC. By: /s/ David Watt Name:...Note and Warrant Purchase Agreement • March 16th, 2023 • Sonder Holdings Inc. • Hotels, rooming houses, camps & other lodging places
ContractRedacted Loan and Security Agreement • March 16th, 2023 • Sonder Holdings Inc. • Hotels, rooming houses, camps & other lodging places
ContractAssignment and Assumption Agreement • July 15th, 2024 • Sonder Holdings Inc. • Hotels, rooming houses, camps & other lodging places • New York
OFFER TO REPRICE ELIGIBLE STOCK OPTIONS This document constitutes part of the prospectus relating to the securities that have been registered under the Securities Act of 1933, as amended. The prospectus relates to the Sonder Holdings Inc. 2019 Equity...Sonder Holdings Inc. • October 18th, 2022 • Hotels, rooming houses, camps & other lodging places
ContractLoan and Security Agreement • June 11th, 2024 • Sonder Holdings Inc. • Hotels, rooming houses, camps & other lodging places
Amendment to Subscription AgreementAmendment to Subscription Agreement • October 28th, 2021 • Gores Metropoulos II, Inc. • Hotels, rooming houses, camps & other lodging places • New York
This Amendment (this “Amendment”), dated as of October 27, 2021, to that certain Subscription Agreement, made and entered into as of April 29, 2021 (the “Subscription Agreement”), is by and between Gores Metropoulos II, Inc., a Delaware corporation (the “Company”), and the undersigned (“Subscriber”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Subscription Agreement.
GORES METROPOULOS II SUBSCRIPTION AGREEMENTMetropoulos Ii Subscription Agreement • October 28th, 2021 • Gores Metropoulos II, Inc. • Hotels, rooming houses, camps & other lodging places
This SUBSCRIPTION AGREEMENT is entered into this 27th day of October, 2021 (this “Subscription Agreement”), by and between Gores Metropoulos II, Inc., a Delaware corporation (the “Company”), and the undersigned (“Subscriber”).
CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. USA Offer of Employment - Internal Transfer - SalarySonder Holdings Inc. • August 12th, 2022 • Hotels, rooming houses, camps & other lodging places
SONDER HOLDINGS INC. and COMPUTERSHARE INC. COMPUTERSHARE TRUST COMPANY, N.A. WARRANT AGREEMENT Dated as of January 19, 2022Warrant Agreement • January 31st, 2022 • Sonder Holdings, Inc. • Hotels, rooming houses, camps & other lodging places • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of January 19, 2022, is by and between Sonder Holdings Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation, and Computershare Trust Company, N.A., a federally chartered trust company, collectively, as warrant agent (the “Warrant Agent”). Capitalized terms used and not defined in this Agreement shall have the meanings ascribed to such terms in the Note and Warrant Purchase Agreement (as defined below).
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 24th, 2022 • Sonder Holdings, Inc. • Hotels, rooming houses, camps & other lodging places • New York
THIS AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of January 18, 2022, is made and entered into by and among (i) Sonder Holdings Inc. (f/k/a Gores Metropoulos II, Inc.), a Delaware corporation (the “Company”), (ii) GM Sponsor II, LLC, a Delaware limited liability company (“GMS”), (iii) HRM Holdings II LLC, a Delaware limited liability company (“HRM”; and, together with GMS, the “Sponsor Members”), (iv) Randall Bort, (v) Michael Cramer, (vi) Joseph Gatto (together with Randall Bort, Michael Cramer, the Sponsor and the Sponsor Members and their respective Permitted Transferees (as defined herein), the “Gores Holders”) and (vii) the stockholders of Sonder Holdings Inc., a Delaware corporation (“Sonder”), party hereto (such stockholders, and their respective Permitted Transferees, the “Sonder Holders”). The Gores Holders, the Sonder Holders and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement,
FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • May 3rd, 2023 • Sonder Holdings Inc. • Hotels, rooming houses, camps & other lodging places
This First Amendment to Loan and Security Agreement (this “Amendment”) is entered into this 28th day of April, 2023 by and between (a) SILICON VALLEY BANK, a division of FIRST-CITIZENS BANK & TRUST COMPANY (successor by purchase to the Federal Deposit Insurance Corporation as Receiver for Silicon Valley Bridge Bank, N.A. (as successor to Silicon Valley Bank)) (“Bank), and (b) (i) Sonder Holdings Inc., a Delaware corporation (“Holdings”), (ii) Sonder Holdings LLC, a Delaware limited liability company (“Holdings LLC”), (iii) Sonder Group Holdings LLC, a Delaware limited liability company (“Group Holdings”), (iv) Sonder Technology Inc., a Delaware corporation (“Sonder Technology”), (v) Sonder Hospitality USA Inc. (“Sonder Hospitality USA”), a Delaware corporation, (vi) Sonder USA Inc., a Delaware corporation (“Sonder USA”), (vii) Sonder Hospitality Holdings LLC, a Delaware limited liability company (“Hospitality Holdings”), (viii) Sonder Partner Co., a Delaware corporation, and (ix) Sonde
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • October 28th, 2021 • Gores Metropoulos II, Inc. • Hotels, rooming houses, camps & other lodging places • Delaware
SONDER HOLDINGS INC. and COMPUTERSHARE INC. COMPUTERSHARE TRUST COMPANY, N.A. WARRANT AGREEMENT Dated as of [•], 2021Warrant Agreement • December 13th, 2021 • Gores Metropoulos II, Inc. • Hotels, rooming houses, camps & other lodging places • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [•], 2021, is by and between Sonder Holdings Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation, and Computershare Trust Company, N.A., a federally chartered trust company, collectively, as warrant agent (the “Warrant Agent”). Capitalized terms used and not defined in this Agreement shall have the meanings ascribed to such terms in the Note and Warrant Purchase Agreement (as defined below).
FORM OF SECURITIES PURCHASE AGREEMENTForm of Securities Purchase Agreement • August 19th, 2024 • Sonder Holdings Inc. • Hotels, rooming houses, camps & other lodging places • New York
This SECURITIES PURCHASE AGREEMENT (this “Agreement”) is entered into as of August 13, 2024, by and between Sonder Holdings Inc., a Delaware corporation with its principal offices at 447 Sutter St., Suite 405 #542, San Francisco, California (the “Company”), and the purchasers whose names and addresses are set forth on the signature pages hereof (individually referred to as a “Purchaser” and, collectively, the “Purchasers”).
WAIVER AGREEMENTWaiver Agreement • September 27th, 2024 • Sonder Holdings Inc. • Hotels, rooming houses, camps & other lodging places
This WAIVER AGREEMENT, dated as of September 26, 2024 (this “Agreement”), is entered into by and among (a) (i) Sonder Holdings Inc., a Delaware corporation, (ii) Sonder Holdings LLC, a Delaware limited liability company, (iii) Sonder Group Holdings LLC, a Delaware limited liability company, (iv) Sonder Technology Inc., a Delaware corporation, (v) Sonder Hospitality USA Inc., a Delaware corporation, (vi) Sonder USA Inc., a Delaware corporation, (vii) Sonder Hospitality Holdings LLC, a Delaware limited liability company, (viii) Sonder Partner Co., a Delaware corporation, and (ix) Sonder Guest Services LLC, a Washington limited liability company (individually and collectively, jointly and severally, “Borrower”), and (b) Silicon Valley Bank, a division of First-Citizens Bank & Trust Company (“Bank”). Capitalized terms not otherwise defined in this Agreement shall have the meanings assigned thereto in the Loan Agreement (as defined below).
CERTAIN INFORMATION IDENTIFIED WITH [***] HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. USA Offer of Employment - Regular Full Time - SalarySonder Holdings Inc. • August 12th, 2022 • Hotels, rooming houses, camps & other lodging places • California
Gores Metropoulos II, Inc.Gores Metropoulos II, Inc. • January 25th, 2021 • Blank checks • New York
This letter agreement by and between Gores Metropoulos II, Inc. (the “Company”) and The Gores Group, LLC (“The Gores Group”), an affiliate of the Company’s sponsor, Gores Metropoulos Sponsor II, LLC, 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 or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
FIRST AMENDMENT TO LEASELease • July 7th, 2021 • Gores Metropoulos II, Inc. • Blank checks
THIS FIRST AMENDMENT TO LEASE (“First Amendment”) is made and entered into as of December 3, 2019, by and between THOMAS F. MURPHY and MARTINA MURPHY AS SETTLORS AND TRUSTEES OF THE MURPHY TRUST UDT DATED OCTOBER 3, 2003 (“Landlord”) and SONDER USA, INC., a Delaware corporation (“Tenant”).
SONDER HOLDINGS INC. and COMPUTERSHARE INC. COMPUTERSHARE TRUST COMPANY, N.A. WARRANT AGREEMENT Dated as of June 10, 2024Warrant Agreement • June 11th, 2024 • Sonder Holdings Inc. • Hotels, rooming houses, camps & other lodging places • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of June 10, 2024, is by and between Sonder Holdings Inc., a Delaware corporation (the “Company”), Computershare Inc., a Delaware corporation, and Computershare Trust Company, N.A., a federally chartered trust company, collectively, as warrant agent (the “Warrant Agent”). Capitalized terms used and not defined in this Agreement shall have the meanings ascribed to such terms in the Note and Warrant Purchase Agreement (as defined below).
CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) IS THE TYPE THAT THE COMPANY TREATS AS PRIVATE OR CONFIDENTIAL.Sonder Holdings, Inc. • January 24th, 2022 • Hotels, rooming houses, camps & other lodging places • California
Gores Metropoulos II, Inc.Gores Metropoulos II, Inc. • December 23rd, 2020 • Blank checks • New York
This letter agreement by and between Gores Metropoulos II, Inc. (the “Company”) and The Gores Group, LLC (“The Gores Group”), an affiliate of the Company’s sponsor, Gores Metropoulos Sponsor II, LLC, 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 or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
GORES METROPOULOS II SUBSCRIPTION AGREEMENTGores Metropoulos Ii Subscription Agreement • April 30th, 2021 • Gores Metropoulos II, Inc. • Blank checks
This SUBSCRIPTION AGREEMENT is entered into this 29th day of April, 2021 (this “Subscription Agreement”), by and between Gores Metropoulos II, Inc., a Delaware corporation (the “Company”), and the undersigned (“Subscriber”).
SONDER HOLDINGS INC.Equity Incentive Plan • January 24th, 2022 • Sonder Holdings, Inc. • Hotels, rooming houses, camps & other lodging places • California
Unless otherwise defined herein, the terms defined in the 2019 Equity Incentive Plan (the “Plan”) shall have the same defined meanings in this Stock Option Agreement (the “Option Agreement”).
VOTING AND SUPPORT AGREEMENTVoting and Support Agreement • April 30th, 2021 • Gores Metropoulos II, Inc. • Blank checks • Delaware
This Voting and Support Agreement (this “Agreement”), dated as of April 29, 2021, is entered into by and among Gores Metropoulos II, Inc., a Delaware corporation (“Parent”), Sunshine Merger Sub I, Inc., a Delaware corporation (“Merger Sub I”), Sunshine Merger Sub II, LLC, a Delaware limited liability company (“Merger Sub II”), and the stockholder party hereto (the “Stockholder”). Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to such terms in the Merger Agreement (as defined below).
