| Exchangeable shares and redeemable convertible preferred stock | Exchangeable shares and redeemable convertible preferred stock Exchangeable Shares In connection with the corporate inversion in 2019 as discussed in Note 1. Description of Business and Summary of Significant Accounting Policies, shareholders of Sonder Canada Inc. became either (a) holders of shares of Sonder Holdings Inc. by exchanging their Sonder Canada Inc. shares for corresponding stock of Sonder Holdings Inc., or (b) holders of Exchangeable Shares of Sonder Canada Inc. and holders of Special Voting Stock of Sonder Holdings Inc. by converting their Sonder Canada Inc. shares into Exchangeable Shares and subscribing for an equal number of shares of Special Voting Stock of Sonder Holdings Inc. The Exchangeable Shares are non-voting participating shares of Sonder Canada Inc. with economic rights that are substantially equivalent to those of the corresponding stock of Sonder Holdings Inc. The Exchangeable Shares can be exchanged into corresponding stock of Sonder Holdings Inc. at the request of the holder and upon certain other circumstances. As the Exchangeable Shares are non-voting shares of Sonder Canada Inc., the holders of Exchangeable Shares are not entitled to receive notice or attend any meeting of the shareholders of Sonder Canada Inc. or to vote at any such meeting, except as required by applicable law or in respect of certain matters relating to the Exchangeable Shares as set out in the articles of Sonder Canada Inc. In the context of the corporate inversion, Sonder Canada Inc. subscribed for Special Voting Stock on behalf of the shareholders of Sonder Canada Inc. who received Exchangeable Shares. The Special Voting Stock enables the holders of Exchangeable Shares to exercise voting rights alongside the Delaware stockholders. The Special Voting Stock is not entitled to receive dividends and does not participate in any distribution of Sonder’s assets pursuant to Sonder Holdings Inc.’s certificate of incorporation, and must be redeemed upon the occurrence of an exchange of Exchangeable Shares for corresponding stock of Sonder Holdings Inc. The following tables present Sonder’s authorized and outstanding exchangeable shares (in thousands except number of shares and per share amounts): September 30, 2021 Shares Shares Issued and Outstanding Issuance Price Per Share Net Carrying Value Aggregate Liquidation Preference Series AA Common 22,518 9,427 $ — $ — $ — Series Seed 1 2,589 2,589 0.53 1,359 1,372 Series Seed 2 1,209 1,209 0.50 606 605 Series Seed 3 704 704 1.09 787 768 Series A 183 183 1.36 250 250 Series B 2,336 2,336 2.40 5,610 5,605 Series C 3,175 3,175 5.04 15,991 16,003 Series D 2,058 1,963 10.50 20,600 20,608 Series E 421 421 10.77 4,530 4,530 Total exchangeable shares 35,193 22,006 — $ 49,733 $ 49,741 December 31, 2020 Shares Shares Issued and Outstanding Issuance Price Per Share Net Carrying Value Aggregate Liquidation Preference Series AA Common 22,518 9,437 $ — $ — $ — Series Seed 1 2,589 2,589 0.53 1,359 1,372 Series Seed 2 1,209 1,209 0.50 606 605 Series Seed 3 704 704 1.09 787 768 Series A 183 183 1.36 250 250 Series B 2,336 2,336 2.40 5,610 5,605 Series C 3,175 3,175 5.04 15,991 16,003 Series D 2,058 1,963 10.50 20,600 20,608 Series E 421 421 10.77 4,530 4,530 Total exchangeable shares 35,193 22,017 — $ 49,733 $ 49,741 Redeemable Convertible Preferred Stock The following tables present Sonder’s authorized and outstanding redeemable convertible preferred stock (in thousands except number of shares and per share amounts) September 30, 2021 Shares Shares Issued and Outstanding Issuance Price Per Share Net Carrying Value Aggregate Liquidation Preference Series Seed 1 3,703 785 $ 0.53 $ 269 $ 416 Series Seed 1-A 3,703 328 0.53 174 174 Series Seed 2 1,720 471 0.50 222 235 Series Seed 2-A 1,720 39 0.50 20 20 Series Seed 3 704 — 1.09 — — Series Seed 3-A 704 — 1.09 — — Series A 7,023 6,780 1.36 9,241 9,221 Series A-1 7,023 — 1.36 — — Series B 15,611 13,218 2.40 27,105 31,723 Series B-1 15,611 — 2.40 — — Series C 19,071 12,144 5.04 56,496 61,204 Series C-1 19,071 3,514 5.04 17,708 17,708 Series D 21,603 3,472 10.50 35,808 36,460 Series D-1 21,603 16,049 10.50 168,518 168,518 Series E 34,933 18,956 10.77 203,189 204,159 Total redeemable convertible preferred stock 173,803 75,758 — $ 518,750 $ 529,838 December 31, 2020 Shares Shares Issued and Outstanding Issuance Price Per Share Net Carrying Value Aggregate Liquidation Preference Series Seed 1 3,703 1,114 $ 0.53 $ 443 $ 590 Series Seed 1-A 3,703 — 0.53 — — Series Seed 2 1,720 510 0.50 242 255 Series Seed 2-A 1,720 — 0.50 — — Series Seed 3 704 — 1.09 — — Series Seed 3-A 704 — 1.09 — — Series A 7,023 6,780 1.36 9,241 9,221 Series A-1 7,023 — 1.36 — — Series B 15,611 13,218 2.40 27,105 31,723 Series B-1 15,611 — 2.40 — — Series C 19,071 15,657 5.04 74,204 78,912 Series C-1 19,071 — 5.04 — — Series D 21,603 16,663 10.50 174,315 174,967 Series D-1 21,603 2,858 10.50 30,011 30,011 Series E 20,433 18,863 10.77 202,169 203,158 Total redeemable convertible preferred stock 159,303 75,665 — $ 517,730 $ 528,837 The preferred stock are classified by (i) Senior Preferred Stock, consisting of Series Seed-1A Preferred Stock, Series Seed-2A Preferred Stock, Series Seed-3A Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred Stock, Series D-1 Preferred Stock, and Series E Preferred Stock, and (ii) Junior Preferred Stock, consisting of Series Seed-1 Preferred Stock, Series Seed-2 Preferred Stock, Series Seed-3 Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock. The following summarizes the rights, preferences, and privileges of Sonder’s redeemable convertible preferred stock: Dividends Holders of redeemable convertible preferred stock are entitled to receive noncumulative dividends, when, as, and if declared by Sonder’s Board of Directors, and prior and in preference to any declaration or payment of dividends on any other series or class of capital stock on a pari passu basis. Liquidation Preference In the event of any voluntary or involuntary liquidation, dissolution or winding up of Sonder or “Deemed Liquidation Event” (as defined below) (collectively, a “ Liquidation Event ”): • The Senior Preferred Stock then outstanding shall be entitled to be paid out of the assets of Sonder available for distribution to Sonder’s stockholders before any payment shall be made to the holders of the Junior Preferred Stock or Common Stock, an amount per share equal to the greater of (i) the applicable original issue price of such series of Senior Preferred Stock, plus any dividends declared but unpaid thereon or (ii) such amount per share as would have been payable had all shares of each series of the Senior Preferred Stock that would have received a greater amount upon conversion into common stock in accordance with Sonder’s certificate of incorporation immediately prior to the Liquidation Event. • After the payment of all preferential amounts required to be paid to the holders of the Senior Preferred Stock, the holders of shares of Junior Preferred Stock then outstanding are entitled to be paid out of the assets of Sonder available for distribution to its stockholders before any payment shall be made to the holders of common stock, an amount per share equal to the greater of (i) the applicable original issue price of such series of Junior Preferred Stock, plus any dividends declared but unpaid thereon or (ii) such amount per share as would have been payable had all shares of each series of the Junior Preferred Stock that would have received a greater amount upon conversion into common stock in accordance with Sonder’s certificate of incorporation immediately prior to the Liquidation Event. • After the payment of all preferential amounts required to be paid to the holders of Senior Preferred Stock and Junior Preferred Stock, the remaining assets of Sonder available for distribution to its stockholders shall be distributed among the holders of common stock, pro rata based on the number of shares held by each such holder. A Deemed Liquidation Event is defined to include (i) the merger or consolidation resulting in a disproportionate share of the shareholding before and after the consolidation or merger, (ii) the sale, lease, abandonment, transfer, exclusive license or other disposition of all or substantially all of the assets of Sonder and its subsidiaries, (iii) the sale, exchange or transfer by Sonder’s stockholders, in a single transaction or series of transactions, of 50% or more of the voting shares of Sonder or (iv) sale or exchange of shares of Sonder, or the merger, reorganization, consolidation, or other business combination, pursuant to which the holders of voting securities of Sonder immediately prior to the transaction hold, immediately after such transaction, less than 50% of the voting power of the outstanding capital stock, unless the holders of at least a majority of the outstanding shares of Preferred and Special Voting Investor Series Stock elect otherwise. Classification Sonder classifies its redeemable convertible preferred stock as mezzanine equity, or outside of stockholders’ deficit, because the shares contain liquidation features that are not solely within its control. Conversion Rights Each share of redeemable convertible preferred stock is convertible at the option of the holder, at any time and without payment of additional consideration by the holder, into such number of shares of common stock as is determined by dividing the original issue price for such series of preference stock by the conversion price for such series of preferred stock that is in effect at the time of the conversion as applicable to each series of preferred stock. Each share of redeemable convertible preferred stock will automatically be converted into shares of common stock at the then-effective conversion rate of such shares upon either (i) the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, or pursuant to a prospectus under applicable Canadian securities laws as amended from time to time at a price per share at least equal to one times the original issuance price of the Series E redeemable convertible preferred stock and resulting in at least $100 million, or (ii) (a) with respect to the redeemable convertible preferred stock other than the Series C, the Series C-1, the Series D, the Series D-1, and the Series E redeemable convertible preferred stock, the date and time, or the occurrence of an event, specified by vote or written consent of the majority of the outstanding redeemable convertible preferred stock and Special Voting Investor Series stock, voting together as a single class, which majority must include the holders of a majority of such shares that constitute Senior Preferred Stock, (b) with respect to the Series C and Series C-1 redeemable convertible preferred stock, the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least a majority of the outstanding Series C, Series C-1 and Special Voting Series C stock, voting together as a single class, which majority must include the holders of a majority of such shares that constitute Senior Preferred Stock, (c) with respect to the Series D and Series D-1 redeemable convertible preferred stock, the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least a majority of the outstanding Series D, Series D-1 and Special Voting Series D stock, voting together as a single class, which majority must include the holders of a majority of such shares that constitute Senior Preferred Stock, and (d) with respect to the Series E redeemable convertible preferred stock, the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least a majority of the outstanding shares of Series E and Special Voting Series D stock, voting together as a single class, for each (a), (b), (c), and (d) on an as converted basis. Voting Each share of redeemable convertible preferred stock has voting rights equal to an equivalent number of shares of common stock into which it is convertible and votes together as one class with the common stock, except as below: Holders of Preferred Stock vote together as a single class, except for meetings at which only holders of a specified class (other than the preferred shares) or specified series of shares are entitled to vote. The holders are also entitled to certain protective provisions, which require a majority of the outstanding shares of Preferred Stock and Special Voting Investor Series Stock (calculated on an as-if-converted to Common Stock or Special Voting Series AA Stock basis, as applicable, and voting together as a single class), which majority must include the holders of a majority of such shares that constitute Senior Preferred Stock to approve, among other actions, a liquidation event, an amendment, waiver, or repeal of provisions of Sonder’s certificate of incorporation or bylaws, a change to the number of directors of the corporation, and a declaration or payment of any dividend. Holders of preferred stock and Special Voting Investor Series stock, voting together as a single class, are entitled to elect three members to Sonder’s board of directors. Holders of Series C redeemable convertible preferred stock and Special Voting Series C stock are entitled to certain protective provisions, which require a majority of the outstanding shares of Series C redeemable convertible preferred stock, Series C-1 redeemable convertible preferred stock and Special Voting Series C stock, voting together as a single class, which majority must include the holders of a majority of such shares that constitute Senior Preferred Stock to approve, among other actions, an amendment to our certificate of incorporation or bylaws that adversely affects the special rights of the holders of Series C or Series C-1 redeemable convertible preferred stock, and a change in the total number of authorized shares of Series C or Series C-1 redeemable convertible preferred stock. Holders of Series D redeemable convertible preferred stock and Special Voting Series D stock are entitled to certain protective provisions, which require a majority of the outstanding shares of Series D redeemable convertible preferred stock, Series D-1 redeemable convertible preferred stock and Special Voting Series D stock, voting together as a single class, which majority must include the holders of a majority of such shares that constitute Senior Preferred Stock to approve, among other actions, an amendment to Sonder’s certificate of incorporation or bylaws that adversely affect the special rights of the holders of Series D or Series D-1 redeemable convertible preferred stock and a change in the total number of authorized shares of Series D or Series D-1 redeemable convertible preferred stock. Holders of Series E redeemable convertible preferred stock and Special Voting Series E stock are entitled to certain protective provisions, which require a majority of the outstanding shares of Series E redeemable convertible preferred stock and Special Voting Series E stock, voting together as a single class, to approve, among other actions, an amendment to our certificate of incorporation or bylaws that adversely affect the special rights of the holders of Series E redeemable convertible preferred stock and a change in the total number of authorized shares of Series E redeemable convertible preferred stock. Holders of common stock and Special Voting Series AA stock, voting together as a single class, are entitled to elect four members to the board of directors. The holders of record of the shares of common stock and Special Voting Series AA stock and of any other class or series of voting stock (including the redeemable convertible preferred stock and Special Voting Stock), exclusively and voting together as a single class on an as-if-converted to common stock or Special Voting Series AA stock basis, as applicable, shall be entitled to elect the balance of the total number of directors. Redemption Rights The holders of the outstanding shares of redeemable convertible preferred stock do not have redemption rights; however, as noted above, Sonder’s certificate of incorporation provides that upon any voluntary or involuntary liquidation, dissolution or winding up of Sonder or Deemed Liquidation Event such shares will be entitled to receive the applicable Liquidation Amount. Preferred Stock Warrants As described above in Note 6. Preferred Stock Warrants, in connection with Sonder’s loan and security agreements, Sonder issued warrants to purchase Series A, Series B, Series C, and Series D preferred shares. Exchangeable Shares In connection with the corporate inversion in December 2019, as discussed in Note 1. Description of Business, shareholders of Sonder Canada Inc. became either (a) holders of shares of Sonder Holdings Inc. by exchanging their Sonder Canada Inc. shares, or (b) holders of Exchangeable Shares of Sonder Canada and holders of Special Voting Stock of Sonder Holdings Inc. The holders of Exchangeable Shares do not have any rights as shareholders of Sonder Canada with respect to voting rights and rights to attend shareholder meetings. Further, Sonder Holdings Inc. issued one share of Special Voting Stock for each share of Exchangeable Share. The Special Voting Stock is designed to provide Sonder Canada Inc.’s shareholders who hold Exchangeable Shares with voting rights in Sonder Holdings Inc., consistent with those of the same class of share of Delaware preferred stockholders. The shares of Special Voting Stock are not entitled to receive dividends and do not participate in any distribution of Sonder’s assets pursuant to its certificate of incorporation. The following tables present Sonder’s authorized and outstanding exchangeable shares as of December 31, 2020 and 2019 (in thousands except share and per share amounts): December 31, 2020 Shares Shares Issuance Net Aggregate Series AA Common 22,517,608 9,437,358 $ — $ — $ — Series Seed 1 2,588,866 2,588,866 0.53 1,359 1,372 Series Seed 2 1,209,160 1,209,160 0.50 606 605 Series Seed 3 704,380 704,380 1.09 787 768 Series A 183,420 183,420 1.36 250 250 Series B 2,335,500 2,335,500 2.40 5,610 5,605 Series C 3,175,207 3,175,207 5.04 15,991 16,003 Series D 2,057,926 1,962,652 10.50 20,600 20,608 Series E 420,570 420,570 10.77 4,530 4,530 Total exchangeable shares 35,192,637 22,017,113 $ 49,733 $ 49,741 December 31, 2019 Shares Shares Issuance Net Aggregate Series AA Common 22,254,459 9,842,579 $ — $ — $ — Series Seed 1 2,588,866 2,588,866 0.53 1,359 1,372 Series Seed 2 1,209,160 1,209,160 0.50 606 605 Series Seed 3 704,380 704,380 1.09 787 768 Series A 183,420 183,420 1.36 250 250 Series B 2,335,500 2,335,500 2.40 5,610 5,605 Series C 3,175,207 3,175,207 5.04 15,991 16,003 Series D 2,057,926 1,962,652 10.50 20,600 20,608 Total exchangeable shares 34,508,918 22,001,764 $ 45,203 $ 45,211 Redeemable Convertible Preferred Stock The following tables present Sonder’s authorized and outstanding redeemable convertible preferred stock as of December 31, 2020 and 2019 (in thousands except share and per share amounts): December 31, 2020 Shares Shares Issuance Net Aggregate Series Seed 1 3,702,526 1,113,660 $ 0.53 $ 443 $ 590 Series Seed 1-A 3,702,526 — 0.53 — — Series Seed 2 1,719,560 510,400 0.50 242 255 Series Seed 2-A 1,719,560 — 0.50 — — Series Seed 3 704,380 — 1.09 — — Series Seed 3-A 704,380 — 1.09 — — Series A 7,023,193 6,780,333 1.36 9,241 9,221 Series A-1 7,023,193 — 1.36 — — Series B 15,611,276 13,218,080 2.40 27,105 31,723 Series B-1 15,611,276 — 2.40 — — Series C 19,070,648 15,657,167 5.04 74,204 78,912 Series C-1 19,070,648 — 5.04 — — Series D 21,603,476 16,663,497 10.50 174,315 174,967 Series D-1 21,603,476 2,858,234 10.50 30,011 30,011 Series E 20,432,992 18,863,308 10.77 202,169 203,158 Total redeemable convertible preferred stock 159,303,110 75,664,679 $ 517,730 $ 528,837 December 31, 2019 Shares Shares Issuance Net Aggregate Series Seed 1 3,702,526 1,113,660 $ 0.53 $ 443 $ 590 Series Seed 1-A 3,702,526 — 0.53 — — Series Seed 2 1,719,560 510,400 0.50 242 255 Series Seed 2-A 1,719,560 — 0.50 — — Series Seed 3 704,380 — 1.09 — — Series Seed 3-A 704,380 — 1.09 — — Series A 7,023,193 6,780,333 1.36 9,241 9,221 Series A-1 7,023,193 — 1.36 — — Series B 15,611,276 13,218,080 2.40 27,105 31,723 Series B-1 15,611,276 — 2.40 — — Series C 19,070,648 15,657,167 5.04 74,204 78,912 Series C-1 19,070,648 — 5.04 — — Series D 21,508,202 19,474,094 10.50 203,732 204,478 Series D-1 21,508,202 — 10.50 — — Total redeemable convertible preferred stock 138,679,570 56,753,734 $ 314,967 $ 325,179 The redeemable preferred stock are classified by (i) Senior Preferred Stock, comprising of Series Seed-1A Preferred Stock, Series Seed-2A Preferred Stock, Series Seed-3A Preferred Stock, Series A-1 Preferred Stock, Series B-1 Preferred Stock, Series C-1 Preferred Stock, Series D-1 Preferred Stock, and Series E Preferred Stock, and (ii) Junior Preferred Stock, comprising of Series Seed-1 Preferred Stock, Series Seed-2 Preferred Stock, Series Seed-3 Preferred Stock, Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock, and Series D Preferred Stock. The following summarizes the rights, preferences, and privileges of Sonder’s redeemable convertible preferred stock: Dividends Holders of redeemable convertible preferred stock are entitled to receive noncumulative dividends, when, as, and if declared by Sonder’s Board of Directors, and prior and in preference to any declaration or payment of dividends on any other series or class of capital stock on a pari passu basis. Liquidation Preference In the event of any voluntary or involuntary liquidation, dissolution or winding up of Sonder or “Deemed Liquidation Event” (as defined below) (collectively, a Liquidation Event ): • The Senior Preferred Stock then outstanding shall be entitled to be paid out of the assets of Sonder available for distribution to Sonder’s stockholders before any payment shall be made to the holders of the Junior Preferred Stock or Common Stock, an amount per share equal to the greater of (i) the applicable original issue price of such series of Senior Preferred Stock, plus any dividends declared but unpaid thereon or (ii) such amount per share as would have been payable had all shares of each series of the Senior Preferred Stock that would have received a greater amount upon conversion into common stock in accordance with Sonder’s certificate of incorporation immediately prior to the Liquidation Event. • After the payment of all preferential amounts required to be paid to the holders of the Senior Preferred Stock, the holders of shares of Junior Preferred Stock then outstanding are entitled to be paid out of the assets of Sonder available for distribution to its stockholders before any payment shall be made to the holders of common stock, an amount per share equal to the greater of (i) the applicable original issue price of such series of Junior Preferred Stock, plus any dividends declared but unpaid thereon or (ii) such amount per share as would have been payable had all shares of each series of the Junior Preferred Stock that would have received a greater amount upon conversion into common stock in accordance with Sonder’s certificate of incorporation immediately prior to the Liquidation Event. • After the payment of all preferential amounts required to be paid to the holders of Senior Preferred Stock and Junior Preferred Stock, the remaining assets of Sonder available for distribution to its stockholders shall be distributed among the holders of common stock, pro rata based on the number of shares held by each such holder. A Deemed Liquidation Event is defined to include (i) the merger or consolidation resulting in a disproportionate share of the shareholding before and after the consolidation or merger, (ii) the sale, lease, abandonment, transfer, exclusive license or other disposition of all or substantially all of the assets of Sonder and its subsidiaries, (iii) the sale, exchange or transfer by Sonder’s stockholders, in a single transaction or series of transactions, of 50% or more of the voting shares of Sonder or (iv) sale or exchange of shares of Sonder, the merger, reorganization, consolidation, or other business combination, pursuant to which the holders of voting securities of Sonder immediately prior to the transaction hold, immediately after such transaction, less than 50% of the voting power of the outstanding capital stock, unless the holders of at least a majority of the outstanding shares of Preferred and Special Voting Investor Series Stock elect otherwise Classification Sonder classifies its redeemable convertible preferred stock and exchangeable preferred shares as mezzanine equity, or outside of stockholders’ deficit, because the shares contain liquidation features that are not solely within its control. Conversion Rights Each share of redeemable convertible preferred stock is convertible at the option of the holder, at any time and without payment of additional consideration by the holder, into such number of common stock as is determined by dividing the original issue price for such series of preference stock by the conversion price for such series of preferred stock that is in effect at the time of the conversion as applicable to each series of preferred stock. Each share of redeemable convertible preferred stock will automatically be converted into shares of common stock at the then-effective conversion rate of such shares upon either (i) the closing of a firm commitment underwritten public offering pursuant to an effective registration statement under the Securities Act of 1933, or pursuant to a prospectus under applicable Canadian securities laws as amended from time to time at a price per share at least equal to one times the original issuance price of the Series D redeemable convertible preferred stock and resulting in at least $100 million, or (ii) (a) with respect to the convertible preferred stock other than the Series C and Series D redeemable convertible preferred stock, the date and time, or the occurrence of an event, specified by vote or written consent of the majority of the redeemable convertible preferred stock and Special Voting Investor Series stock, voting together as a single class, (b) with respect to the Series C redeemable convertible preferred stock, the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least a majority of the Series C and Special Voting Series C stock, voting together as a single class and (c) with respect to the Series D redeemable convertible preferred stock, the date and time, or the occurrence of an event, specified by vote or written consent of the holders of at least a majority of the Series D and Special Voting Series D stock, voting together as a single class, for each (a), (b) and (c) on an as converted basis. Voting Each share of redeemable convertible preferred stock has voting rights equal to an equivalent number of shares of common stock into which it is convertible and votes together as one class with the common stock, except as below: Holders of Series Seed 1, Series Seed 2, Series Seed 3, Series A, Series B, Series C, Series D redeemable convertible preferred stock vote together as a single class, except for meetings at which only holders of a specified class (other than the preferred shares) or specified series of shares are entitled to vote. The holders are also entitled to certain protective provisions, which require a majority of convertible holders of preferred stock to approve, among other actions, a liquidation event, an amendment, waiver, or repeal of provisions of Sonder’s certificate of incorporation or bylaws, a change to the number of directors of the corporation, and a declaration or payment of any dividend. Holders of Series A redeemable convertible preferred stock and Special Voting Investor Series stock, voting together as a single class, are entitled to elect three members to Sonder’s Board of Directors. Holders of Series C redeemable convertible preferred stock and Special Voting Investor Series C stock, voting together as a single class, are entitled to elect one member to the Board of Directors and are entitled to certain protective provisions, which require a majority of holders of Series C redeemable convertible preferred stock and Special Voting Investor Series C to approve, among other actions, an amendment to Sonder’s certificate of incorporation or bylaws that adversely affects the holders of Series C redeemable convertible preferred stock, and a change in the total number of authorized shares of Series C redeemable convertible preferred stock. Holders of Series D redeemable convertible preferred stock and Special Voting Series D stock are entitled to certain protective provisions, which require a majority of holders of Series D redeemable convertible preferred stock and Special Voting Series D stock to approve, among other actions, an amendment to Sonder’s certificate of incorporation or bylaws that adversely affect the holders of Series D redeemable convertible preferred stock and a change in the total number of authorized shares of Series D redeemable convertible preferred stock. Holders of common stock and Special Voting Series AA stock, voting together as a single class, are entitled to elect four members to the Board of Directors. The holders of record of the shares of common stock and Special Voting Series AA stock and of any other class or series of voting stock (including the redeemable convertible preferred stock and Special Voting Stock), exclusively and voting together as a single class on an as-if-converted to common stock or Special Voting Series AA stock basis, as applicable, shall be entitled to elect the balance of the total number of directors. |
