| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | SOND | Restricted Stock Unit | Award | $0 | +35.2K | $0.00 | 35.2K | Jan 18, 2022 | Common Stock | 35.2K | Direct | F1, F2, F3, F4, F5 |
| Id | Content |
|---|---|
| F1 | Each restricted stock unit, or RSU, represents a contingent right to receive one share of common stock. |
| F2 | Acquired pursuant to the terms of the Agreement and Plan of Merger dated as of April 29, 2021 (as amended, the "Merger Agreement") by and among Sonder Holdings Inc. ("Private Company Sonder"), Gores Metropoulos II, Inc. ("Parent"), Sunshine Merger Sub I, Inc. ("Merger Sub I") and Sunshine Merger Sub II, LLC ("Merger Sub II"), pursuant to which Merger Sub I merged with and into Private Company Sonder ("First Merger") with Private Company Sonder as the surviving corporation and immediately following the First Merger, the surviving corporation merged with and into Merger Sub II with Merger Sub II as the surviving entity and a wholly-owned subsidiary of Parent which changed its name to Sonder Holdings Inc. (the "Issuer"). The foregoing transaction is referred to as the "Business Combination". |
| F3 | Pursuant to the terms of the Merger Agreement, at the closing of the Business Combination, then outstanding and unreleased RSUs were automatically converted into an RSU to acquire a certain number of shares of the Issuer's Common Stock (pursuant to the Stock Exchange Ratio as described in the Merger Agreement). Each RSU is subject to the same terms and conditions as applicable to the corresponding Sonder RSU immediately prior to the closing of Business Combination, including applicable vesting conditions. |
| F4 | Pursuant to an earnout provision in the Merger Agreement, the Reporting Person is entitled to receive his pro rata portion of additional shares of Common Stock, for no additional consideration, if the daily volume weighted average price (based on such trading day) of one share exceeds certain thresholds for a period of at least 10 days out of 20 consecutive trading days, as adjusted, at any time during the 5 year period beginning on the 180th day following the closing of the Business Combination. |
| F5 | 1/3 of the RSU shall vest on the Exercisable Date set forth above, and 1/3 of the RSU shall vest annually thereafter, provided that the Reporting Person remains a service provider to the Issuer on each such vest date. |