Sonder Holdings Inc. entered into letter of intent to acquire Gores Metropoulos II, Inc. (NasdaqCM:GMII) from Gores Metropoulos Sponsor II, LLC, The Gores Group LLC, C. Dean Metropoulos & Co., Citadel Gp Llc and Others for $2.5 billion in a reverse merger transaction on February 19, 2021. Sonder Holdings Inc. entered into a definitive agreement to acquire Gores Metropoulos II, Inc. (NasdaqCM:GMII) from Gores Metropoulos Sponsor II, LLC, The Gores Group LLC, C. Dean Metropoulos & Co. and Others in a reverse merger transaction on April 29, 2021. The technology-driven hospitality business is expected to have a pro forma enterprise value of $2.2 billion and over $700 million of net cash at closing. Concurrently with the consummation of the transaction, additional investors have committed to participate in the proposed business combination by purchasing shares of common stock of GM II in a private placement (the “PIPE”). The $200 million PIPE investment is led by an affiliate of The Gores Group, with participation from top-tier institutional investors, including Fidelity Management & Research Company LLC, funds and accounts managed by BlackRock, Atreides Management, LP, entities affiliated with Moore Capital Management, Principal Global Investors, LLC, and Senator Investment Group. Existing Sonder stockholders will retain 74% ownership in the pro forma company.

Following the closing of the proposed business combination, Sonder will retain its experienced management team. Francis Davidson will continue to serve as Chief Executive Officer and Sanjay Banker will continue to serve as President and Chief Financial Officer. The proposed business combination is subject to approval by GM II's stockholders and other customary closing conditions. The consummation of the Business Combination is conditioned upon, among other things, (a) the expiration or termination of the waiting period under the Hart- Scott- Rodino Antitrust Improvements Act of 1976, as amended, (b) the absence of any governmental order, statute, rule or regulation enjoining or prohibiting the consummation of the Business Combination, (c) the Company having at least $5,000,001 of net tangible assets (as determined in accordance with Rule 3a51- 1(g)(1) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")) remaining after the completion of the redemption offer in relation to Company Common Stock in accordance with the terms of the Merger Agreement, (d) receipt of the required Company stockholder approval, (e) the adoption of the Merger Agreement and the approval of the transactions contemplated by the Merger Agreement by certain majorities of holders of various classes of Sonder's capital stock (f) the delivery of the Canadian Approvals to the Company, (g) the effectiveness of the Registration Statement under the Securities Act, and (h) the receipt of the approval for listing by NASDAQ of the Company Common Stock to be issued in connection with the closing of the Business Combination, subject only to (i) the requirement to have a sufficient number of round lot holders and (ii) official notice of listing. The proposed business combination has been unanimously approved by GM II's Board of Directors and Sonder's Board of Directors. The meeting of the shareholders of Gores Metropoulos is scheduled on July 21, 2021. The 30-day waiting period under the HSR Act with respect to the transaction expired on June 14, 2021. The parties agreed to extend the Merger Agreement end date from October 28, 2021 to January 31, 2022 after which Gores Metropoulos II and Sonder would have the right to terminate the Merger Agreement if the proposed business combination has not been consummated by January 31, 2022. The Registration Statement on Form S-4 filed with the U.S. Securities and Exchange Commission was declared effective on December 22, 2021. The transaction is expected to close in the second half of 2021. As of December 13, 2021, the consummation of the business combination is expected to occur in January 2022.

Goldman Sachs & Co. LLC is serving as exclusive financial advisor to Sonder. Mark Baudler, Andrew Hoffman, Christina Poulsen, Andy Hirsch, Amy Simmerman, Nathan Emeritz, Jason Schoenberg, John Aguirre, Michael Montfort, Christopher Williams, Rebecca Stuart, Myra Sutanto Shen, Adam Shevell, James McCann, David Perry, Martin Sul, Matthew Staples, Lore Leitner, Stephen Heifetz, Anne Seymour and Ethan Lutske of Wilson Sonsini Goodrich & Rosati is serving as legal advisors to Sonder. Morgan Stanley & Co. LLC is serving as lead financial advisor and Deutsche Bank Securities Inc. and Citigroup are serving as capital markets advisors to GM II. Moelis & Company LLC acted as additional financial advisor to GM II. Kyle C. Krpata, James R.Griffin, Heather Emmel, Chayim Neubort, Amy Rubin, Gabriel Gregson, Karen Ballack, Shawn Cooley, Vadim Brusser, David Singh and Gary Friedman of Weil, Gotshal & Manges LLP is serving as legal advisors to GM II. Fasken Martineau DuMoulin LLP acted as Sonder Holdings Inc. Joe Campbell of Computershare Trust Company, N.A. acted as transfer agent to Gores Metropoulos. Morrow Sodali LLC acted as information agent to Gores Metropoulos. Gores Metropoulos agreed to pay Morrow a fee of $27,250, plus disbursements, and will reimburse Morrow for its reasonable out-of-pocket expenses and indemnify Morrow and its affiliates against certain claims, liabilities, losses, damages and expenses. Moelis will receive a fee for its services of $1,000,000 in the aggregate, regardless of the conclusion reached in its opinion, which is payable in full upon completion of the Business Combination.