X0306 4 2022-01-18 1 0001819395 Sonder Holdings, Inc. SOND 0001839124 GM Sponsor II, LLC C/O GORES METROPOULOS SPONSOR II, LLC 6260 LOOKOUT ROAD BOULDER CO 80301 1 0 1 0 0001694360 AEG Holdings, LLC 9800 WILSHIRE BLVD. BEVERLY HILLS CA 90212 1 0 1 0 0001322454 Gores Alec E 6260 LOOKOUT ROAD BOULDER CO 80301 1 0 1 0 Class A Common Stock, par value $0.0001 per share 2022-01-18 4 M 0 9471554 0.00 A 9471554 I See footnotes Class A Common Stock, par value $0.0001 per share 2022-01-18 4 A 0 7809624 10.00 A 7809624 I See footnotes Class F Common Stock, par value $0.0001 per share 2022-01-18 4 D 0 1277285 0.00 D Class A Common Stock, par value $0.0001 per share 1277285 0 I See footnotes Class F Common Stock, par value $0.0001 per share 2022-01-18 4 M 0 9471554 0.00 D Class A Common Stock, par value $0.0001 per share 9471554 0 I See footnotes Warrants to Purchase Shares of Class A Common Stock 11.50 2022-01-18 4 A 0 2750000 0.00 A 2022-02-17 2027-01-18 Class A Common Stock, par value $0.0001 per share 2750000 2750000 I See footnotes Pursuant to the Amended and Restated Certificate of Incorporation of Gores Metropoulos II, Inc. (the "Issuer"), shares of Class F common stock, par value $0.0001 per share (the "Class F Shares") have no expiration date and (i) are convertible into shares of Class A common stock, par value $0.0001 per share ("Class A Shares"), of the Issuer at any time at the option of the holder on a one-for-one basis and (ii) will automatically convert into Class A Shares at the time of the Issuer's initial business combination on a one-for-one basis, in each case, subject to adjustment as described under the heading "Description of Securities-Founder Shares" in the Issuer's registration statement on Form S-1 (File No. 333-251663). (Continued from Footnote 1) On January 18, 2022, pursuant to that certain Agreement and Plan of Merger, dated as of April 29, 2021, by and among the Issuer, Sonder Holdings Inc. and the other parties thereto, as amended by Amendment No. 1 thereto, dated as of October 27, 2021, the Issuer completed its initial business combination (the "Business Combination"). Upon completion of the Business Combination, the Issuer was renamed Sonder Holdings Inc. As a result of the Business Combination, each share of Class F Common Stock of the Issuer outstanding was automatically converted into a share of Class A Common Stock of the Issuer. The securities reported in this transaction are held of record by GM Sponsor II, LLC ("GM"). AEG Holdings, LLC ("AEG") is the managing member of GM. Alec Gores is the managing member of AEG (and together with GM and AEG, the "Reporting Persons"). As such, each of AEG and Alec Gores may be deemed to have beneficial ownership of the securities beneficially owned by Gores PIPE. The securities reported in this transaction are held of record by Gores PIPE, LLC ("Gores PIPE"). AEG is the managing member of Gores PIPE. Alec Gores is the managing member of AEG. As such, each of AEG and Alec Gores may be deemed to have beneficial ownership of the securities beneficially owned by Gores PIPE. The securities reported in this transaction were held of record by Gores Metropoulos Sponsor II, LLC ("Sponsor"). GM is a managing member of Sponsor. As such, each of the Reporting Persons may be deemed to have beneficial ownership of the securities beneficially owned by Sponsor. Pursuant to the terms of the Business Combination, Sponsor forfeited all of the 1,277,285 shares of Class F Common Stock of the Issuer owned thereby in connection with the Business Combination. The warrants were purchased by Sponsor on January 21, 2021 and subsequently distributed by Sponsor to its members in an in-kind distribution. The exercisability of the warrants was conditioned upon completion of the Issuer's initial business combination. The warrants will become exercisable 30 days after the closing of the Business Combination. Because of the relationship among the Reporting Persons, the Reporting Persons may be deemed to beneficially own the securities reported herein to the extent of their respective pecuniary interests. Each Reporting Person disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, if any. Pursuant to Rule 16a-1(a)(4) under the Exchange Act, this filing shall not be deemed an admission that the Reporting Persons are, for purposes of Section 16 of the Exchange Act or otherwise, the beneficial owners of any equity securities in excess of their respective pecuniary interests. GM SPONSOR II, LLC, By: /s/ Andrew McBride, Attorney-in-Fact 2022-01-20 AEG HOLDINGS, LLC, By: /s/ Andrew McBride, Attorney-in-Fact 2022-01-20 ALEC GORES, By: /s/ Andrew McBride, Attorney-in-Fact 2022-01-20