NOTE AND WARRANT PURCHASE AGREEMENTNote and Warrant Purchase Agreement • December 13th, 2021 • Gores Metropoulos II, Inc. • Hotels, rooming houses, camps & other lodging places • New York
This Note and Warrant Purchase Agreement, dated as of December 10, 2021 (this “Agreement”, as the same may hereafter be modified, supplemented, extended, amended, restated or amended and restated from time to time), is entered into by and among Sonder Holdings Inc., a Delaware corporation (“Sonder Holdings”), Sonder USA Inc., a Delaware corporation (“Sonder USA”), Sonder Hospitality USA Inc., a Delaware corporation (“Sonder Hospitality”), the Guarantors listed on the signature pages hereof, and the Persons listed on the schedule of investors attached hereto as Schedule I (as updated from time to time in accordance with Section 10(d)) (each an “Investor” and collectively, the “Investors”).
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).
