Forward-Looking Statements
This communication contains a number of forward-looking statements as defined in the Private Securities Litigation Reform Act of 1995.
Forward-looking statements include, but are not limited to, statements about Sonders forecasted revenue growth and cash flow (including Sonders outlook for Total Revenue and Adjusted EBITDA for the year ended December 31, 2021),
Sonders forecasted growth in units (including Sonders forecast for growth in Total Portfolio for the year ended December 31, 2021), information concerning Gores Metropoulos IIs or Sonders possible or assumed future
financial or operating results and metrics, business strategies, debt levels, competitive position, industry environment, potential growth opportunities, future operations, products and services, planned openings, expected unit contractings and the
effects of regulation, including whether the proposed business combination will generate returns for stockholders. These forward-looking statements are based on Gores Metropoulos IIs or Sonders managements current expectations,
estimates, projections and beliefs, as well as a number of assumptions concerning future events. When used in this communication, the words estimates, projected, expects, anticipates,
forecasts, plans, intends, believes, seeks, may, will, should, future, propose and variations of these words or similar
expressions (or the negative versions of such words or expressions) are intended to identify forward-looking statements. These forward-looking statements are not guarantees of future performance, conditions or results, and involve a number of known
and unknown risks, uncertainties, assumptions and other important factors, many of which are outside Gores Metropoulos IIs or Sonders managements control, that could cause actual results to differ materially from the results
discussed in the forward-looking statements. These risks, uncertainties, assumptions and other important factors include, but are not limited to: (a) the occurrence of any event, change or other circumstances that could give rise to the
termination of the Merger Agreement (as amended by that certain Amendment No. 1 to Agreement and Plan of Merger, dated October 27, 2021 (Amendment No. 1)) and the proposed business combination contemplated thereby;
(b) the inability to complete the proposed business combination due to the failure to obtain approval of the stockholders of Gores Metropoulos II or other conditions to closing in the Merger Agreement (as amended by Amendment No. 1); (c)
the ability to meet Nasdaqs listing standards following the consummation of the proposed business combination; (d) the inability to complete the private placement transactions in connection with the business combination as described in
the Registration Statement; (e) the risk that the proposed business combination disrupts current plans and operations of Sonder or its subsidiaries as a result of the announcement and consummation of the transactions described herein;
(f) the ability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain
relationships with customers and suppliers and retain its management and key employees; (g) costs related to the proposed business combination; (h) changes in applicable laws or regulations, including legal or regulatory developments (such
as the SECs statement on accounting and reporting considerations for warrants in special purpose acquisition companies); (i) the possibility that Sonder may be adversely affected by other economic, business and/or competitive factors;
(j) risks related to the impact of the COVID-19 pandemic, including the Delta variant and potential governmental and other restrictions (including travel restrictions) resulting therefrom; (k) the
inability of Sonder to enter into a definitive delayed draw note purchase agreement; and (l) other risks and uncertainties described in the final proxy statement/prospectus/consent solicitation statement, including those under the heading
Risk Factors therein, and other documents filed by Gores Metropoulos II from time to time with the SEC. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Except as
required by law, neither Gores Metropoulos II nor Sonder undertakes any obligation to update or revise its forward-looking statements to reflect events or circumstances after the date of this report. Additional risks and uncertainties are identified
and discussed in Gores Metropoulos IIs reports filed and to be filed with the SEC and available at the SECs website at www.sec.gov.
Disclaimer
This communication relates to a proposed
business combination between Gores Metropoulos II and Sonder. This document does not constitute an offer to sell or exchange, or the solicitation of an offer to buy or exchange, any securities, nor shall there be any sale of securities in any
jurisdiction in which such offer, sale or exchange would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.