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”).
LICENSE AGREEMENTLicense Agreement • August 19th, 2024 • Sonder Holdings Inc. • Hotels, rooming houses, camps & other lodging places • New York
NOW, THEREFORE, in consideration of the promises in this Agreement and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, Marriott and Sonder agree as follows:
SONDER HOLDINGS INC. VOTING AGREEMENTVoting Agreement • August 19th, 2024 • Sonder Holdings Inc. • Hotels, rooming houses, camps & other lodging places • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of August 13, 2024, by and among Sonder Holdings Inc., a Delaware corporation (the “Company”), and the party on the signature pages hereto (the “Investor”).
FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENTLoan and Security Agreement • August 19th, 2024 • Sonder Holdings Inc. • Hotels, rooming houses, camps & other lodging places
This FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT, dated as of August 13, 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).
ContractAssignment and Assumption Agreement • August 19th, 2024 • Sonder Holdings Inc. • Hotels, rooming houses, camps & other lodging places • New York
