Calculation of Filing Fee Tables
S-8
(Form Type)
Sonder Holdings Inc.
(Exact Name of Registrant as Specified in its Charter)
Table 1-Newly Registered Securities
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| Security Type | Security Class Title | Fee Calculation Rule | Amount Registered (1) | Proposed Maximum Offering Price Per Unit | Maximum Aggregate Offering Price | Fee Rate | Amount of Registration Fee |
| Fees to be Paid | Equity | Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the 2021 Equity Incentive Plan | Rule 457(c) and Rule 457(h) | 554,531 (2) | $ 2.56 (4) | $ | 1,419,599 | | 0.0001531 | $ | 217.34 | |
| Equity | Common Stock, $0.0001 par value per share, reserved for issuance pursuant to the 2021 Employee Stock Purchase Plan | Rule 457(c) and Rule 457(h) | 110,906 (3) | $ 2.18 (5) | $ | 241,775 | | 0.0001531 | $ | 37.02 | |
| Total Offering Amounts | | $ | 1,661,374 | | | $ | 254.36 | |
| Total Fee Offsets | | | | — | |
| Net Fee Due | | | | | $ | 254.36 | |
(1) Pursuant to Rule 416(a) under the Securities Act, this Registration Statement shall also cover any additional shares of the Registrant’s common stock (“Common Stock”) that become issuable as a result of any stock dividend, stock split, recapitalization, or other similar transaction effected without the receipt of consideration that results in an increase to the number of outstanding shares of Common Stock, as applicable.
(2) Represents shares of Common Stock reserved for issuance pursuant to future awards under the 2021 Equity Incentive Plan (the “2021 EIP”). The number of shares of Common Stock available for issuance under the 2021 EIP increases automatically on the first day of each fiscal year of the Registrant beginning with the 2022 fiscal year and ending with the 2031 fiscal year, in an amount equal to the lesser of (i) 1,641,007 shares, (ii) 12.5% of the total number of shares of Common Stock outstanding as of immediately following the consummation of the business combination (the “Business Combination”) with Gores Metropoulos II, Inc., a Delaware corporation and a special purpose acquisition company (“GM II”), whereby the original Sonder Holdings Inc., now Sonder Holdings LLC, became a wholly owned subsidiary of GM II, and GM II changed its name to Sonder Holdings Inc., (iii) 5% of the number of outstanding shares of Common Stock on the last day of the immediately preceding fiscal year and (iv) such number of shares determined by the Board of Directors (the “Board”) or the Compensation Committee of the Board (the “Compensation Committee”).
(3) Represents shares of Common Stock reserved for issuance pursuant to future awards under the 2021 Employee Stock Purchase Plan (the “ESPP”). The number of shares available for issuance under the ESPP increases automatically on the first day of each fiscal year of the Registrant beginning with the 2022 fiscal year and ending with the 2041 fiscal year, in an amount equal to the lesser of (i) 328,201 shares, (ii) 2.5% of the total number of shares of Common Stock outstanding immediately following the consummation of the Business Combination, (iii) 1% of the number of outstanding shares of Common Stock on the last day of the immediately preceding fiscal year or (iv) such number of shares determined by the Board or the Compensation Committee.
(4) Estimated in accordance with Rules 457(c) and 457(h) solely for the purpose of calculating the registration fee and based on the average of the high and low prices of the Common Stock as reported on the Nasdaq Global Select Market on November 7, 2024, which date is within five business days prior to the filing of this Registration Statement.
(5) Estimated in accordance with Rules 457(c) and 457(h) solely for the purpose of calculating the registration fee and based on the average of the high and low prices of the Common Stock as reported on the Nasdaq Global Select Market on November 7, 2024, which date is within five business days prior to the filing of this Registration Statement, multiplied by 85%, which is the minimum percentage of the price per share applicable to purchases under the ESPP. Pursuant to the ESPP, the purchase price of the shares of Common Stock reserved for issuance thereunder will be 85% of the lower of the fair market value of the Common Stock on the Enrollment Date or the Exercise Date (as such terms are defined in the ESPP).
