EX-99.2 3 d256124dex992.htm EX-99.2 EX-99.2

Exhibit 99.2

 

LOGO

Third Quarter 2021 Summary Results November 9, 2021 Hotel Atala, Paris Opened in August 2021


LOGO

Disclaimer This presentation (the “Presentation”) is being made in connection with a potential transaction Such forward-looking statements are based upon the current beliefs and expectations of the (the “Business Combination”) between Sonder Holdings Inc. (“Sonder”) and Gores Metropoulos management of each of Sonder and GM II and are inherently subject to significant business, Industry and Market Data II, Inc. (“GM II”). economic and competitive uncertainties and contingencies, many of which are difficult to predict The information contained herein also includes information provided by third parties. Any and generally beyond the control of the parties. estimates or projections contained herein involve elements of subjective judgment and analysis No Oer or Solicitation that may or may not prove to be accurate. None of Sonder, GM II, their respective affiliates or This Presentation is for informational purposes only and is neither an offer to sell or purchase, nor Actual results, performance or achievements may differ materially, and potentially adversely, from any third parties that provide information to Sonder, GM II or their respective affiliates, such as a solicitation of an offer to sell, buy or subscribe for any securities in any jurisdiction, nor is it a any projections and forward-looking statements and the assumptions on which those market research firms, guarantee the accuracy, completeness, timeliness or availability of any solicitation of any vote relating to the potential Business Combination or otherwise in any forward-looking statements are based. There can be no assurance that the data contained information or are responsible for any errors or omissions (negligent or otherwise), regardless of jurisdiction. herein is reflective of future performance to any degree. You are cautioned not to place undue the cause, or the results obtained from the use of such content. Sonder and GM II may have reliance on forward-looking statements as a predictor of future performance as projected supplemented this information where necessary with information from discussions with Sonder’s No Representations and Warranties financial information, cost savings and other information are based on estimates and customers and Sonder’s own internal estimates, taking into account publicly available This Presentation has been prepared to assist interested parties in making their own evaluation assumptions. The forward-looking statements are subject to various risks, uncertainties and information about other industry participants and Sonder’s management’s best view as to with respect to a potential investment in GM II relating to the potential Business Combination and other factors, many of which are beyond our control, including those described in the Risk information that is not publicly available. for no other purpose. Sonder and GM II assume no obligation to update or keep current the Factors Summary in the Registration Statement. There may be additional risks that neither information contained in this Presentation, to remove any outdated information or to expressly Sonder nor GM II currently know or that Sonder and GM II currently believe are immaterial that None of Sonder, GM II or their respective affiliates give any express or implied warranties, mark it as being outdated. No securities commission or securities regulatory authority or other could also cause actual results of Sonder to differ from those contained in the forward-looking including, but not limited to, any warranties of merchantability or fitness for a particular purpose regulatory body or authority in the United States or any other jurisdiction has in any way passed statements. Other unknown or unpredictable factors or factors currently considered immaterial or use, and they expressly disclaim any responsibility or liability for direct, indirect, incidental, upon the merits of, or the accuracy and adequacy of, any of the information contained in this also could have an adverse effect on Sonder’s actual results. Consequently, there can be no exemplary, compensatory, punitive, special or consequential damages, costs, expenses, legal Presentation. assurance that the actual results or developments anticipated in this Presentation will be realized fees or losses (including lost income or profits and opportunity costs) in connection with the use or, even if substantially realized, that they will have the expected consequences to, or effects on, of the information herein. None of Sonder, GM II, their respective affiliates or any of their This Presentation does not purport to contain all of the information that may be required to Sonder. respective directors, officers, employees, members, partners, stockholders, or agents makes evaluate an investment relating to the potential Business Combination, and any recipient should All information set forth herein speaks only as of the date hereof in the case of information about any representation or warranty with respect to the accuracy of such information. conduct its own independent analysis of Sonder and GM II and the data contained or referred to Sonder and GM II or the date of such information in the case of information from persons other in this Presentation. than Sonder or GM II, and Sonder and GM II expressly disclaim any intention or obligation to Non-GAAP Financial Measures update any forward looking statements as a result of developments occurring after the date of This Presentation includes certain non-GAAP financial measures that Sonder’s management You should not construe the contents of this Presentation as legal, accounting, business or tax this Presentation. Annualized, pro forma, projected and estimated numbers are used for uses to evaluate Sonder’s operations, measure its performance and make strategic decisions. advice and you should consult your own professional advisors as to the legal, accounting, illustrative purpose only, are not forecasts and may not reflect actual results. The non-GAAP financial measures used in this Presentation are Property Level Costs (PLC), business, tax, financial and other matters contained herein. Property Level Profit (Loss) (PLL or PLP) and Adjusted EBITDA. No representation or warranty, express or implied, is or will be given by Sonder or GM II or any of Note: Francis Davidson, Sonder’s Founder and CEO, plans to sell a small portion of his shares to All references to Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA in this document their respective affiliates, directors, officers, employees or advisers or any other person as to the a PIPE investor in a private transaction wholly separate from the transactions contemplated are based on our revised methodology as of September 2021. Property Level Profit (Loss) (PLP accuracy or completeness of the information in this Presentation (including as to the accuracy or hereby, the proceeds of which will be used to repay a portion of an outstanding loan issued by or PLL) and Adjusted EBITDA methodologies prior to September 2021 utilized Non-GAAP rent reasonableness of statements, estimates, targets, projections, assumptions or judgments) or any Sonder for the purpose of early exercise of stock options. (which accounted for the benefit of rent abatement in the period in which it was received). other written, oral or other communications transmitted or otherwise made available to any party Additionally, Adjusted EBITDA prior to September 2021 included the benefit of Capex Allowance in the course of its evaluation of the potential Business Combination. Accordingly, none of Forecast and Illustrative Scenarios in Non-GAAP Other Operating Expenses in the period in which it was received. Property Level Sonder, GM II or any of their respective affiliates, directors, officers, employees, or advisers or This Presentation contains information with respect to Sonder’s projected results. This forecast is Profit (Loss) (PLP or PLL) and Adjusted EBITDA now utilize GAAP rent, which amortizes the any other person shall be liable for any direct, indirect, or consequential loss or damages based on currently available information and Sonder estimates. Neither Sonder nor its benefit of both rent abatement and benefit of Capex Allowance over the term of the lease. suffered by any person as a result of relying on any statement in or omission from this independent auditors audited, reviewed, compiled, or performed any procedures with respect to Property Level Profit (Loss) (PLP or PLL) is now defined as loss from operations after adding Presentation and any such liability is expressly disclaimed. either information for the purpose of its inclusion in this Presentation, and accordingly, neither of back corporate-level expenses less Property Level Costs. Property Level Costs (PLC) are costs them expressed an opinion or provided any other form of assurance with respect thereto for the directly associated with guest-facing functions in each of Sonder’s buildings. These costs purpose of this Presentation. Sonder does not undertake any commitment to update or revise include (i) channel fees paid to Online Travel Agencies (OTAs), (ii) customer service costs, (iii) Forward-Looking Statements any such information, whether as a result of new information, future events or otherwise. The laundry/consumables costs, (iv) maintenance costs, and (v) utilities & insurance costs. Adjusted This Presentation contains “forward-looking statements” within the meaning of the Private assumptions and estimates underlying the above-referenced information are inherently uncertain EBITDA is now defined as net loss excluding the impact of depreciation, stock-based Securities Litigation Reform Act of 1995. Such statements include, but are not limited to, and are subject to a wide variety of significant business, economic and competitive risks and compensation, and COVID-19 pandemic related offboardings/other (costs associated with statements about forecasted future financial and operating results, revenue growth, growth in uncertainties that could cause actual results to differ materially from those contained in such dropping units at the beginning of the COVID-19 pandemic). total unit portfolio, plans, objectives, expectations and intentions with respect to future information. See “Forward-Looking Statements” above. operations, products and services, planned openings, expected unit contractings; and other statements identified by words such as “will likely result,” “are expected to,” “will continue,” “is anticipated,” “estimated,” “believe,” “intend,” “plan,” “projection,” “outlook” or words of similar meaning. These forward-looking statements include, but are not limited to, statements regarding Sonder’s industry and market size, future opportunities for Sonder’s business and its estimated future results and regarding the potential Business Combination, including implied enterprise value, the expected post-closing ownership structure, the ability to successfully complete the PIPE transactions and sale of Delayed Draw Notes, and the likelihood and ability of the parties to 2 successfully consummate the potential Business Combination.


LOGO

Disclaimer Sonder and GM II believe that such non-GAAP financial measures provide useful information to Trademarks and Trade Names Participants in Solicitation investors and others in understanding and evaluating Sonder’s operating results in the same Sonder and GM II and their respective affiliates own or have rights to various trademarks, service GM II, Sonder and their respective directors and officers may be deemed participants in the manner as Sonder management. However, such financial measures are not calculated in marks and trade names that they use in connection with the operation of their respective solicitation of proxies of GM II stockholders in connection with the proposed Business accordance with GAAP and should not be considered as a substitute for revenue, net income, businesses. This Presentation also contains trademarks, service marks and trade names of third Combination. GM II stockholders and other interested persons may obtain, without charge, more operating profit, or any other operating performance measure calculated in accordance with parties, which are the property of their respective owners. “Sonder” and the Sonder logo are detailed information regarding the directors and officers of GM II in GM II’s registration statement GAAP. Using any such financial measure to analyze Sonder’s business would have material registered and unregistered trademarks of Sonder Canada Inc. in the United States and other on Form S-1 (File No. 333-251663), which was declared effective by the SEC on January 19, limitations because the calculations are based on the subjective determination of management jurisdictions. The use or display of third parties’ trademarks, service marks, trade names or 2021. Information regarding the persons who may, under SEC rules, be deemed participants in regarding the nature and classification of events and circumstances that investors may find products in this Presentation is not intended in, and does not imply, a relationship with Sonder, the solicitation of proxies to GM II stockholders in connection with the proposed Business significant. In addition, although other companies in Sonder’s industry may report measures GM II or any of their affiliates, or an endorsement or sponsorship by or of Sonder, GM II or such Combination and other matters to be voted upon at the Special Meeting will be set forth in the titled EBITDA or similar measures, such financial measures may be calculated differently from affiliates. Solely for convenience, the trademarks, service marks and trade names referred to in Registration Statement for the proposed Business Combination when available. You may obtain how Sonder calculates such financial measures, which reduces their overall usefulness as this Presentation may appear without the ®, TM or SM symbols, but such references are not free copies of these documents as described in the preceding section. comparative measures. Because of these limitations, you should consider these non-GAAP intended to indicate, in any way, that Sonder, GM II, their affiliates or any third parties whose financial measures alongside other financial performance measures, including net income and trademarks are referenced herein will not assert, to the fullest extent under applicable law, their other financial results, presented in accordance with GAAP. rights or the right of the applicable licensor in these trademarks, service marks and trade names. Key Metrics Additional Information and Where to Find It This Presentation includes certain non-GAAP financial measures and key metrics that Sonder’s GM II intends to file a registration statement on Form S-4 (the “Registration Statement”) that management uses to evaluate Sonder’s operations, measure its performance and make includes a preliminary proxy statement, consent solicitation statement and prospectus with strategic decisions. The key metrics used in this Presentation are Live Units, Bookable Nights, respect to GM II’s securities to be issued in connection with the Business Combination that also Average Daily Rate and RevPAR. constitutes a preliminary prospectus of GM II and will mail a definitive proxy statement/prospectus/consent solicitation statement and other relevant documents to its Live Units are defined as units which are available for guest bookings on Sonder.com, the stockholders. The Registration Statement is not yet effective. The Registration Statement, Sonder app and other channels. Sonder pays rent (or utilizes pre-negotiated abatement) and is including the proxy statement/prospectus/consent solicitation statement contained therein, when able to generate revenue from these units. it is declared effective by the US Securities and Exchange Commission (the “SEC”), will contain important information about the proposed Business Combination and the other matters to be Bookable Nights represent the total number of nights available for stays across all Live Units voted upon at a meeting of GM II’s stockholders to be held to approve the proposed Business excluding nights lost to full building closures greater than 30 nights, in line with industry Combination and other matters (the “Special Meeting”) and is not intended to provide the basis standards. Sonder previously calculated Bookable Nights excluding unit closures, regardless of for any investment decision or any other decision in respect of such matters. GM II may also file length of closure or number of units. Sonder’s change in methodology in the calculation of other documents regarding the proposed Business Combination with the SEC. GM II Bookable Nights increased historical and forecasted Bookable Nights, decreased historical and stockholders and other interested persons are advised to read, when available, the Registration forecasted RevPAR, and had no eect on the historical or forecasted financial information. Statement and the proxy statement/prospectus/consent solicitation statement, as well as any amendments or supplements thereto, because they will contain important information about the Average Daily Rate represents the average revenue earned per night occupied, and is calculated proposed Business Combination. When available, the definitive proxy as Revenue divided by the total number of Occupied Nights across all Live Units. statement/prospectus/consent solicitation statement will be mailed to GM II stockholders as of a record date to be established for voting on the proposed Business Combination and the other RevPAR represents the average revenue earned per available night, and is calculated either by matters to be voted upon at the Special Meeting. dividing revenue by Bookable Nights, or by multiplying Average Daily Rate by Occupancy Rate, expressed in U.S. dollars. When available, the definitive proxy statement/prospectus/consent solicitation statement will be mailed to GM II stockholders as of a record date to be established for voting on the proposed Business Combination and the other matters to be voted upon at the Special Meeting. GM II stockholders will be able to obtain copies of the definitive proxy statement/prospectus/consent solicitation statement and all other relevant documents filed or that will be filed with the SEC without charge, once available, at the SEC’s website at www.sec.gov or by directing a request to Gores Metropoulos II, Inc., 6260 Lookout Road, Boulder, CO 80301, attention: Jennifer Kwon Chou, or by contacting Morrow Sodali LLC, GM II’s proxy solicitor, for help, toll-free at (800) 662-5200 (banks and brokers can call collect at (203) 658-9400). The information in this Presentation has not been reviewed by the SEC and certain information, such as the financial measures referenced above, may not comply in certain respects with SEC rules. The Registration Statement GM II will file in connection with the proposed Business Combination may der from this Presentation in order to comply with SEC rules, and supersedes the information included in this Presentation. 3


LOGO

Third Quarter 2021 Summary Results Q3 2021 Financial Highlights Accelerating growth supported by robust market tailwinds $67M Record Q3 Revenue +155% YoY +43% QoQ $1261 Driven in part by continued 83% of Q3’19 RevPAR recovery +64% YoY +26% QoQ Improving Property Level $11M Profit and Adj. EBITDA QoQ Improvement $(4.4M) PLP | $(47.5M) Adj. EBITDA in Adj. EBITDA $8M | $11M improvement, respectively, QoQ DO Plaça Reial, Barcelona Opened in July 2021 Note: All references to Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA in this document are based on our revised methodology as of September 2021. Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA methodologies prior to September 2021 utilized Non-GAAP rent (which accounted for the benefit of rent abatement in the period in which it was received). Additionally, Adjusted EBITDA prior to September 2021 included the benefit of Capex Allowance in Non-GAAP Other Operating Expenses in the period in which it was received. Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA now utilize GAAP rent, which amortizes the benefit of both rent abatement and benefit of Capex Allowance over the term of the lease. Property Level Profit (Loss) (PLP or PLL) is now defined as loss from operations after adding back corporate-level expenses less Property Level Costs. Property Level Costs (PLC) are costs 4 directly associated with guest-facing functions in each of Sonder’s buildings. These costs include (i) channel fees paid to Online Travel Agencies (OTAs), (ii) customer service costs, (iii) laundry/consumables costs, (iv) maintenance costs, and (v) utilities & insurance costs. Adjusted EBITDA is now defined as net loss excluding the impact of depreciation, stock-based compensation, and COVID-19 pandemic related offboardings/other (costs associated with dropping units at the beginning of the COVID-19 pandemic). (1) RevPAR (Revenue per Available Room) is a key metric that represents the average revenue earned per available night, and is calculated by dividing Revenue by Bookable Nights (the total number of nights available for stays across all Live Units; this excludes nights lost to full building closures greater than 30 nights).


LOGO

Third Quarter 2021 Summary Results Q3 2021 Corporate Highlights Announced additional capital to allow us to pursue our ambitious growth and expansion strategy Parián, Mexico City Opened in September 2021 De-risked balance sheet with $530M fully funded plan Total Capital1,2 1,2 ~$530M of Total Capital following closing + + up to $450M proceeds from SPAC trust Up to $450M SPAC proceeds Continued portfolio growth—on pace to achieve 18K units 16K+ by EOY Units 35% Total Portfolio3 growth since EOY ‘20 Total Portfolio3 Newly launched & signed properties in Paris, as of 9/30 Mexico City, Dubai and continued expansion in the U.S 5 (1) Total Capital following closing includes ~$530M of total capital, in addition to $450M proceeds from SPAC trust. (2) $530M of Total Capital following closing includes approximately $200M in the Existing PIPE, approximately $110M in additional PIPE commitments and a signed non-binding term sheet for $220 million of Delayed Draw Notes with existing PIPE investors to be available following the closing of the proposed business combination. (3) Total Portfolio as of 9/30/2021. Sonder defines its Total Portfolio as Live Units plus Contracted Units. This includes any unit that has a signed real estate contract, regardless of whether or not the unit is available for guests to book. This excludes any units that have been dropped (i.e., the lease was terminated or allowed to expire).


LOGO

Third Quarter 2021 Summary Results Raising our full year 2021 Outlook Continued RevPAR growth and portfolio expansion driving revenue outperformance and improving Adjusted EBITDA The Quincy, Washington D.C. Opened in October 2021 $200M 2021 Revenue Outlook 17% (midpoint) increase vs. initial outlook to $205M 9.5% (midpoint) increase vs. midpoint of revised outlook range Better than 2021 Adjusted EBITDA Outlook $(240)M 17% increase vs. initial outlook Note: All references to Adjusted EBITDA in this document are based on our revised methodology as of September 2021. Adjusted EBITDA methodology prior to September 2021 utilized Non-GAAP rent (which accounted for the benefit of rent abatement in the period in which it was received) and Non-GAAP Other 6 Operating Expenses included the benefit of Capex Allowance in the period in which it was received. Adjusted EBITDA now utilizes GAAP rent, which amortizes the benefit of both rent abatement and benefit of Capex Allowance over the term of the lease. Adjusted EBITDA is now defined as net loss excluding the impact of depreciation, stock-based compensation, and COVID-19 pandemic related oboardings/other (costs associated with dropping units at the beginning of the COVID-19 pandemic).


LOGO

Third Quarter 2021 Summary Results Robust travel demand has helped drive continued growth in ADRs, while occupancy rates have stabilized near ~70%, yielding 26% QoQ RevPAR growth in Q3’21 Quarterly ADR ($) and Occupancy Rate (%) Quarterly RevPAR ($) (ADR x Occupancy) 83% of Q3’19 RevPAR 62% of Q2’19 RevPAR ADR YoY 2% (58)% (46)% (39)% (26)% 77% 79% Bookable Nights 428,435 399,698 345,989 384,657 411,387 473,393 535,603 Bookable Nights ADR QoQ (13)% (47)% 24% 6% 6% 28% 25% QoQ 23% (7)% (13)% 11% 7% 15% 13% 7 Note: Occupancy Rate (OR) is defined as Occupied Nights divided by Bookable Nights, expressed as a percentage, and represents the percentage of occupied nights out of the total available nights. Occupied Nights represent the total number of nights occupied across all Live Units. Bookable Nights represent the total number of nights available for stays across all Live Units. This excludes nights lost to full building closures greater than 30 nights. Average Daily Rate (ADR) is defined as Revenue divided by Occupied Nights, expressed in U.S. dollars, and represents the average revenue earned per night occupied.


LOGO

Third Quarter 2021 Summary Results RevPAR recovery combined with bookable nights growth drove record Q3 2021 Revenue and improvement in Adjusted EBITDA and Property Level Profit (Loss) Quarterly Revenue ($M) Quarterly Adjusted EBITDA2 ($M) Q1’20 Q2’20 Q3’20 Q4’20 Q1’21 Q2’21 Q3’21 Q1’20 Q2’20 Q3’20 Q4’20 Q1’21 Q2’21 Q3’21 Property Level YoY 99% (49)% (34)% (36)% (25)% 151% 155% Profit (Loss)¹ $(19.5) $(16.9) $(7.1) $(19.1) $(19.2) $(12.8) $(4.4) QoQ (6)% (55)% 40% 8% 11% 50% 43% PLL % Margin (47)% (90)% (27)% (67)% (61)% (27)% (6)% Note: All references to Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA in this document are based on our revised methodology as of September 2021. Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA methodologies prior to September 2021 utilized Non-GAAP rent (which accounted for the benefit of rent abatement in the period in which it was received). Additionally, Adjusted EBITDA prior to September 2021 included the benefit of Capex Allowance in Non-GAAP Other Operating Expenses in the period in which it was received. Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA 8 now utilize GAAP rent, which amortizes the benefit of both rent abatement and benefit of Capex Allowance over the term of the lease. Property Level Profit (Loss) (PLP or PLL) is now defined as loss from operations after adding back corporate-level expenses less Property Level Costs. Property Level Costs (PLC) are costs directly associated with guest-facing functions in each of Sonder’s buildings. These costs include (i) channel fees paid to Online Travel Agencies (OTAs), (ii) customer service costs, (iii) laundry/consumables costs, (iv) maintenance costs, and (v) utilities & insurance costs. Adjusted EBITDA is now defined as net loss excluding the impact of depreciation, stock-based compensation, and COVID-19 pandemic related offboardings/other (costs associated with dropping units at the beginning of the COVID-19 pandemic).


LOGO

Third Quarter 2021 Summary Results 2021 Full Year Revenue Outlook ($M) +17% +7% vs. Initial Outlook2 vs. Initial Outlook2 +75% +59% YoY Growth2 YoY Growth2 We are raising our outlook for +49% $205 YoY Growth $190 full year 2021 Revenue given RevPAR outperformance throughout the first 9 months of the year, and we are also raising our Adjusted EBITDA1 outlook to better than $(240)M Note: Management has raised its FY 2021 Revenue outlook to $200-$205M vs. $180-$190M from its Q2 2021 raised financial outlook and vs. $173M from its financial forecast in April 2021. (1) All references to Adjusted EBITDA in this document are based on our revised methodology as of September 2021. Adjusted EBITDA methodology prior to September 2021 utilized Non-GAAP rent (which accounted for the benefit of rent abatement 9 in the period in which it was received) and Non-GAAP Other Operating Expenses included the benefit of Capex Allowance in the period in which it was received. Adjusted EBITDA now utilizes GAAP rent, which amortizes the benefit of both rent abatement and benefit of Capex Allowance over the term of the lease. Adjusted EBITDA is now defined as net loss excluding the impact of depreciation, stock-based compensation, and COVID-19 pandemic related oboardings/other (costs associated with dropping units at the beginning of the COVID-19 pandemic). (2) Growth calculated based on the midpoint of each respective outlook range.


LOGO

Downtown Tower II, Dubai Opened in October 2021 Appendix


LOGO

Appendix Transaction summary Illustrative Pro Forma Valuation ($M, except per share values) Key Transaction Terms Pro Forma Capitalization • Pro forma enterprise value of $1,925M (3.2x 2022E revenue) Share Price at Merger $ 10.00 • Pro forma net balance sheet cash includes proceeds from the March 2021 convertible note Total Shares Outstanding 277.3 issuance 1 Equity Value $ 2,773 • Original PIPE investment of $200M upsized with additional PIPE investment of $109M • Assumes the new Delayed Draw Notes (up to ~$220M) are undrawn at close (-) PF Net Balance Sheet Cash2 ($848) • Existing Sonder shareholders will retain 69% ownership in the pro forma company Enterprise Value $ 1,925 • Both the SPAC and PIPE ering are 100% primary with all net proceeds (after transaction 2022E GAAP Revenue $ 610 costs) going to the balance sheet Implied Multiple 3.2x Sources and Uses ($M) Illustrative Post-Transaction Ownership Sources SPAC Cash in Trust $ 450 4% PIPE Investment 200 Pro Forma Ownership Value Additional PIPE1 109 Existing Sonder Shareholders $ 1,902 SPAC Shareholders 450 New Delayed Draw Notes (Undrawn) 0 Seller Rollover Equity 1,902 PIPE Investors1 322 Total $ 2,661 SPAC Sponsor1 100 Total Value $ 2,773 Uses Net Cash to Balance Sheet2 $ 729 Transaction Costs3 30 Seller Rollover Equity 1,902 Total $ 2,661 of warrants and earnout to existing Sonder shareholders and assumes zero redemptions by Gores Metropoulos II public shareholders. Shareholders from Sonder’s convertible note issuance included in existing Sonder shareholders. Pro forma net balance sheet cash as of 6/30/2021 includes approximately $119M of net cash projected and $35M of projected debt outstanding (the transaction is expected to close by the end of 2021). Pro forma net balance sheet cash as of 6/30/2021 assumes no Sonder transaction expenses and $30M of Company transaction expenses. Pro forma net balance sheet cash assumes zero redemptions by Gores Metropoulos II public shareholders. Sonder has entered into a non-binding term sheet with respect to the Delayed Draw Notes financing and the consummation of such financing is 11 subject to the completion of definitive documentation. 1 Additional PIPE of ~$109.4M includes ~$102.3M investment by existing PIPE investors and SPAC Sponsor in exchange for ~11.51M common shares (and result of SPAC Sponsor cancelling ~1.28M founder shares) and incremental ~$7.1M investment by SPAC Sponsor in exchange for ~0.71M common shares. 2 Assumes no draw on the new Delayed Draw Notes. 3 Excludes estimated Sonder transaction expenses of $16-$18M. Company transaction expenses are expected to be ~$40Mby transaction close.


LOGO

Appendix Metric Q3 2021 Q3 2020 Ä YoY Revenue (000s) $67,454 $26,471 155% Net Loss (000s) $(64,584) $(55,514) (16)% Live Units 6,300 3,900 62% Total Portfolio1 16,200 10,400 56% Bookable Nights2 535,603 345,989 55% Occupied Nights 365,979 257,279 42% Occupancy Rate 68% 74% (8)% Average Daily Rate (ADR) $184 $103 79% Financial summary Revenue per Available Room (RevPAR)3 $126 $77 64% and operating results Property Level Profit (Loss) (000s) $(4,381) $(7,071) 38% Property Level Profit (Loss) Margin (6)% (27)% 21% Adj. EBITDA (000s) $(47,471) $(41,900) (13)% Adj. EBITDA Margin (70)% (158)% 88% GAAP rent to Landlord Payments Adjustment $5,706 $(5,693) NM CapEx allowance realized4 $1,915—NM Note: All references to Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA in this document are based on our revised methodology as of September 2021. Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA methodologies prior to September 2021 utilized Non-GAAP rent (which accounted for the benefit of rent abatement in the period in which it was received). Additionally, Adjusted EBITDA prior to September 2021 included the benefit of Capex Allowance in Non-GAAP Other Operating Expenses in the period in which it was received. Property Level Profit (Loss) (PLP or PLL) and Adjusted EBITDA now utilize GAAP rent, which amortizes the benefit of both rent abatement and benefit of Capex Allowance over the term of the lease. Property Level Profit (Loss) (PLP or PLL) is now defined as loss from operations after adding back corporate-level expenses less Property Level Costs. Property Level Costs (PLC) are costs directly associated with guest-facing functions in each of Sonder’s buildings. These costs include (i) channel fees paid to Online Travel Agencies (OTAs), (ii) customer service costs, (iii) laundry/consumables costs, (iv) maintenance costs, and (v) utilities & insurance costs. Adjusted EBITDA is now defined as net loss excluding the impact of depreciation, stock-based compensation, and COVID-19 pandemic related offboardings/other (costs associated with dropping units at the beginning of the COVID-19 pandemic). (1) Sonder defines its Total Portfolio as Live Units plus Contracted Units. This includes any unit that has a signed real estate contract, regardless of whether or not the unit is available for guests to book. This excludes any units that have been dropped (i.e., the lease was terminated or allowed to expire). (2) Bookable Nights represent the total number of nights available for stays across all Live Units. This excludes nights lost to full building closures greater than 30 nights. Live Units are defined as units which are available for guest bookings on Sonder.com, the Sonder app and other channels. Sonder pays rent (or utilizes prenegotiated abatement) and is able to generate revenue from these units. (3) RevPAR (Revenue per 12 Available Room) represents the average revenue earned per available night, and is calculated either by dividing Revenue by Bookable Nights or by multiplying Average Daily Rate by Occupancy Rate. (4) Represents cash payments from real estate owners received for capital expenditure financing.


LOGO

Appendix GAAP to Non-GAAP Bridges ($ in 000s) Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Loss from operations $(71,229) $(54,265) $(52,197) $(66,131) $(71,049) $(64,934) $(55,401) Operations & Support, General & Administrative, $66,184 $44,719 $54,160 $57,442 $63,402 $68,458 $70,453 Research & Development and Sales & Marketing Property Level Costs $(14,423) $(7,389) $(9,034) $(10,415) $(11,513) $(16,360) $(19,433) Property Level Profit Property Level Profit (Loss) $(19,468) $(16,935) $(7,071) $(19,104) $(19,160) $(12,836) $(4,381) (Loss) Quarterly memo: GAAP rent to Landlord Payments adjustment $1,267 $3,765 $(5,693) $5,577 $3,811 $3,188 $5,706 Non-GAAP Reconciliation Prior PLP (PLL) Methodology Updated PLP (PLL) Methodology Revenue Revenue (-) Non-GAAP Cost of Revenue: (-) GAAP Cost of Revenue: (includes benefit of upfront rent abatement) (rent abatement & capex allowance amortized over term of lease) Landlord Payments GAAP Rent Cleaning Cleaning Credit Card Fees Credit Card Fees (-) Property Level Costs (-) Property Level Costs = Property Level Profit = Property Level Profit Note: All references to Property Level Profit (Loss) (PLP or PLL) in this document are based on our revised methodology as of September 2021. Property Level Profit (Loss) (PLP or PLL) methodology prior to September 2021 utilized Non-GAAP rent (which accounted for the benefit of rent abatement in the period in which it was received). Property Level Profit (Loss) (PLP or PLL) now utilizes GAAP rent, which amortizes the benefit of both 13 rent abatement and benefit of Capex Allowance over the term of the lease. Property Level Profit (Loss) (PLP or PLL) is now defined as loss from operations after adding back corporate-level expenses less Property Level Costs. Property Level Costs (PLC) are costs directly associated with guest-facing functions in each of Sonder’s buildings. These costs include (i) channel fees paid to Online Travel Agencies (OTAs), (ii) customer service costs, (iii) laundry/consumables costs, (iv) maintenance costs, and (v) utilities & insurance costs.


LOGO

Appendix GAAP to Non-GAAP Bridges ($ in 000s) Q1 2020 Q2 2020 Q3 2020 Q4 2020 Q1 2021 Q2 2021 Q3 2021 Net Loss $(61,743) $(60,799) $(55,514) $(72,260) $(78,541) $(73,949) $(64,584) Interest expense, net $1,507 $1,669 $1,658 $1,568 $3,827 $12,522 $13,279 Provision for income taxes—$3 $11 $309 $23 $70 $133 Depreciation and amortization $4,152 $4,206 $4,269 $4,342 $4,119 $4,213 $4,357 EBITDA $(56,084) $(54,921) $(49,576) $(66,041) $(70,572) $(57,144) $(46,815) Stock-based compensation $3,067 $1,742 $1,020 $1,394 $14,153 $2,448 $3,573 Other expenses (income), net $(10,993) $4,862 $1,648 $4,252 $3,642 $(3,577) $(4,229) Adj. EBITDA Quarterly COVID-19 related offboardings—$3,507 $5,008 $1,360 ——Adjusted EBITDA² $(64,010) $(44,810) $(41,900) $(59,035) $(52,777) $(58,273) $(47,471) Non-GAAP memo: GAAP rent to Landlord Payments adjustment $1,267 $3,765 $(5,693) $5,577 $3,811 $3,188 $5,706 Reconciliation memo: Capex allowance realized³ — — $531 $475 $1,915 Prior Adj. EBITDA Methodology Updated Adj. EBITDA Methodology Net Loss Net Loss (+) Interest Expense, Income taxes, D&A (+) Interest Expense, Income taxes, D&A = EBITDA = EBITDA (+) SBC, Other expenses (income), (+) SBC, Other expenses (income), COVID-19 related boardings COVID-19 related boardings (+) GAAP rent to LL payments adj. = Adj. EBITDA (+) Capex Allowance realized Memo: GAAP rent to LL Payments Adj. = Adj. EBITDA Memo: Capex allowance realized Note: All references to Adjusted EBITDA in this document are based on our revised methodology as of September 2021. Adjusted EBITDA methodology prior to September 2021 utilized Non-GAAP rent (which accounted 14 for the benefit of rent abatement in the period in which it was received) and Non-GAAP Other Operating Expenses included the benefit of Capex Allowance in the period in which it was received. Adjusted EBITDA now utilizes GAAP rent, which amortizes the benefit of both rent abatement and benefit of Capex Allowance over the term of the lease. Adjusted EBITDA is now defined as net loss excluding the impact of depreciation, stock-based compensation, and COVID-19 pandemic related boardings/other (costs associated with dropping units at the beginning of the COVID-19 pandemic).