Sonder -- Bidding Procedure Motion (AS FILED) by Rosenberg & Estis, P.C.

In re:

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

SONDER HOLDINGS INC. 1 , et al., Debtors.

Chapter 7

Case No. 25-12040 (KBO)

Hearing Date: December 12, 2025 at 11:00 a.m. ET

NOTICE OF HEARING ON MOTION OF JAMI NIMEROFF, INTERIM CHAPTER 7

TRUSTEE OF THE DEBTORS’ ESTATES FOR ENTRY OF AN ORDER: (I) APPROVING THE FORM AND MANNER OF PROPOSED BIDDING PROCEDURES; (II) APPROVING ASSUMPTION AND ASSIGNMENT PROCEDURES; (III) AUTHORIZING THE SALE OF CERTAIN OF THE DEBTORS’ UNEXPIRED REAL PROPERTY LEASES FREE AND CLEAR; AND (IV) GRANTING RELATED RELIEF

PLEASE TAKE NOTICE that on December 3, 2025, Jami Nimeroff, Esquire (the “Trustee”), the court-appointed, interim chapter 7 trustee for the estates of Sonder Holdings Inc. and its affiliated debtors (the “Debtors”) in the above-captioned bankruptcy cases, by and through her undersigned counsel, filed the Motion of Jami Nimeroff, Interim Chapter 7 Trustee of the Debtors’ Estates for Entry of an Order: (I) Approving the Form and Manner of Proposed Bidding Procedures; (II) Approving Assumption and Assignment Procedures; (III) Authorizing the Sale of Certain of the Debtors’ Unexpired Real Property Leases Free and Clear; and (IV) Granting Related Relief [Docket No. 123] (the “Bidding Procedures Motion”) with the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”).

PLEASE TAKE FURTHER NOTICE that pursuant to the Bankruptcy Court’s Order Granting Motion for an Expedited Hearing and to Limit Notice with respect to Motion of Jami Nimeroff, Interim Chapter 7 Trustee of the Debtors’ Estates for Entry of an Order: (I) Approving the Form and Manner of Proposed Bidding Procedures; (II) Approving Assumption and Assignment Procedures; (III) Authorizing the Sale of Certain of the Debtors’ Unexpired Real Property Leases Free and Clear; and (IV) Granting Related Relief [Docket No. 127] (the “Scheduling Order”), a hearing on the Bidding Procedures Motion will be held before the Honorable Karen B. Owens, United States Bankruptcy Judge, at the Bankruptcy Court, 824 North

1 The Debtors in these Chapter 7 cases, along with the last four digits of their federal tax identification numbers, are Sonder Holdings, Inc. (7088), Sonder Germany GMBH (NONE), Sonder Group Holdings LLC (NONE), Sonder Guest Services LLC (3210), Sonder Holdings LLC (5746), Sonder Hospitality Holdings LLC (NONE), Sonder Hospitality USA Inc. (8502), Sonder Partner Co. (5584), Sonder Technology Inc. (4436) and Sonder USA Inc. (1947). The Chapter 7 Trustee’s mailing address is Jami B. Nimeroff, Chapter 7 Trustee, 919 North Market Street, Suite 420, Wilmington, DE 19801.

Market Street, 6th Floor, Courtroom 3, Wilmington, Delaware 19801, at December 12, 2025 at 11:00 a.m. (prevailing Eastern Time).

PLEASE TAKE FURTHER NOTICE that in accordance with the Scheduling Order, any objections to the relief requested in the Motion may be made orally at the hearing, and any written responses and objections may be field at any time prior to the hearing.

Dated: December 3, 2025

DUANE MORRIS LLP

/s/ Lawrence J. Kotler

Lawrence J. Kotler (DE 4181)

Drew S. McGehrin (DE 6508) 1201 N. Market Street, Suite 501

Wilmington, Delaware 19801

Tel: 302-657-4900

Fax: 302-657-4901

Email: ljkotler@duanemorris.com dsmcgehrin@duanemorris.com

Proposed Counsel to the Chapter 7 Trustee

EXHIBIT B

Bidding Procedures

IN THE UNITED STATES BANKRUPTCY COURT FOR THE DISTRICT OF DELAWARE

In re:

SONDER HOLDINGS INC. 1 , et al., Debtors.

Chapter 7

Case No. 25-12040 (KBO)

BIDDING PROCEDURES

On November 14, 2025 (the “Petition Date”), each of the above-captioned debtors (the “Debtors”) filed a voluntary petition under chapter 7 of the Title 11 of the United States Code (the “Bankruptcy Code”) with the United States Bankruptcy Court for the District of Delaware (the “Court”). On November 17, 2025, Jami Nimeroff, Esquire (the “Trustee”), was appointed as the interim chapter 7 trustee for the estates of Sonder Holdings Inc. and its affiliated debtors (the “Debtors”) in the above-captioned bankruptcy cases (collectively, the “Bankruptcy Case”).

On [*] the Court entered an order [Dkt. No. *] (the “Bidding Procedures Order”) granting, among other things, certain relief requested in the related motion [Dkt. No. *] (the “Bidding Procedures Motion”), including authorizing the Debtors to solicit bids and approving the procedures set forth herein (collectively, the “Bidding Procedures”) in connection with the proposed sale (the “Sale”) of certain of the Debtors’ leases described more fully in the Bidding Procedures Motion (collectively, with all associated owned personal property, located at, or used primarily in connection with, such properties and all owned digital assets (e.g. photos) associated with such properties, to the extent transferable, any licenses or permits necessary for the operation of the properties, and any and all codes, keys and similar access mechanisms required to access and maintain the properties, the “Assets”) free and clear of all liens, claims, encumbrances, and interests.

SUMMARY OF KEY DATES AND DEADLINES

Date and Time (prevailing Eastern Time)

December [*], 2025, at 5:00 p.m.

Event or Deadline

Deadline To Submit Proposed Bids

Date and Time (prevailing Eastern Time)

December [*], 2025, at 5:00 p.m., being 14 days following service of any notice of proposed assumption and assignment

December [*], 2025, at 5:00 p.m.

December [], 2025, at 5:00 p.m.

January [*], 2026

January [* ], 2026 OR [filing date + 21 days, but not holiday or weekend]

Third (3rd) Business Day after the Sale Order becomes a final, non-appealable order

Event or Deadline

Cure and Assignment Objection Deadline

Auction Date, if necessary

Sale Objection Deadline

Deadline for Trustee to respond to Sale Objections (excluding Cure and Assignment Objections which are addressed pursuant to the Assumption and Assignment Procedures), if any

Sale Hearing, if necessary subject to the Court’s availability

Closing Date

PARTICIPATION AND BID REQUIREMENTS

1. Potential Bids Any party interested in purchasing all or some of the Assets (a “Potential Bidder,” and any such bid an “Potential Bid”) must submit their Potential Bid with Gordon Brothers and the Trustee no later than December [*], 2025 (the “Bid Submission Deadline”). For the avoidance of doubt, the Trustee shall have the discretion and the authority to extend the Bid Submission Deadline without further Order of this Court. In the event the Trustee decides to extend the Bid Submission Deadline she will file a notice with the Court;.

2. Qualified Bids. In order for the bid to qualify (a “Qualified Bid”), the Proposed Bidder must submit the Trustee a written offer in the form of a markup of the form assignment and assumption agreement attached to the Motion as Exhibit D (the “Assignment and Assumption Agreement”) or the form of lease termination agreement attached hereto as Exhibit E (the “Lease Termination Agreement”), and submit information/documentation to the Trustee and Gordon Brothers demonstrating that Proposed Bidder has the financial wherewithal to consummate the proposed transaction. In the event a Proposed Bidder is bidding for less than all of the Assets, the Proposed Bidder should set forth the particular Assets they wish to buy and then itemize on an Asset by Asset basis the value that they ascribing to each individual Asset, again, exclusive of Cure Amounts. The Trustee reserves all of her rights to reject or accept any bid and to extend all dates referenced herein.

3. Bid Requirements. All offers to be submitted must contain, at a minimum, the following information to the extent provided: the total purchase price for the Assets must also set forth all components of the sale consideration, which should include, but is not limited to,

(i) which Assets are being purchased, (ii) the prices paid for each group of Assets, and (iii) which Leases of the Debtors are proposed to be assumed and assigned to the Potential Bidder or its nominee. In addition, each Qualified Bid must be accompanied by a deposit (in cash) equivalent to at least ten percent (10%) the proposed purchase price for the Asset (the “Deposit”) along with a statement that closing will occur on or before January [*], 2026, or some other date as the Trustee shall decide.

4. Determination of Qualified Bid. After consultation with Gordon Brothers and her professionals, the Trustee, exercising her reasonably business judgment, will, in her sole discretion, determine if the Proposed Bidder has submitted a Qualified Bid, based on the terms of the bid and the Proposed Bidder’s financial ability to consummate a purchase of some or all of the Assets at the Proposed Bid price.

5. Credit Bidding. The Debtors’ secured creditors and lessors of equipment shall have the right to credit bid up to the full amount of their claim as to any Asset upon which such party may be secured; provided however, that in the event such credit bid results in a net loss or de minimis value to the estate, the Trustee has the discretion to withdraw the sale motion and/or any of the Assets that are the subject of the Secured Creditors’ credit bid.

6. Auction. If one or more Qualified Bid(s) are timely received by the Trustee and Gordon Brothers, the Trustee shall conduct an auction (the “Auction”) on December [*], 2025. This auction shall be via Zoom and at her counsel’s Wilmington Office located at 1201 North Market Street, 5th Floor, Wilmington, DE 19801.

7. Winning Bid. At the conclusion of the Auction and after consultation with Gordon Brothers and her professionals, the Trustee will select the highest bid, or combination of bids, at the conclusion of the Auction that the Trustee believes to provide the highest or otherwise best value for the Assets (the “Winning Bid”). At the Auction, the Trustee will also select the bidder or bidders who will serve as the backup bidder (the “Backup Bidder”) in the event that the Winning Bid or Winning Bids fails to close.

8. Successful Bidder Notice. The Trustee shall file a notice of the Winning Bid (the “Successful Bidder Notice”) with the Court prior to the commencement of the Sale Hearing (as defined herein)

9. Failure to Consummate Sale. If the Winning Bid fails to consummate a sale of the Assets for any reason, the Trustee shall select the Backup Bidder that was submitted at the Auction and file a notice of such selection with the Court. If the Winning Bid fails to consummate a sale of the Assets thru its own “fault,” the Deposit will be forfeited to the Debtors’ estates. However, if the Winning Bid fails to consummate a sale of the Assets thru no fault of its own, then the Trustee shall release the Deposit back to the Winning Bidder but only after the Backup Bidder consummates the sale of the Assets.

10. Reservation of Rights. The Trustee reserves the right to reject any bids that, based on the Trustee’s reasonable judgment, do not constitute or qualify as Qualified Bids.

SALE HEARING

The Winning Bid and any Backup Bidder will be subject to approval by the Court. The Sale Hearing to approve the Winning Bid and any Backup Bidder shall take place on January [*], 2026 at [__:__]. The Sale Hearing may be adjourned by the Trustee in consultation with the Winning Bidder, from time to time without further notice to creditors or other parties in interest other than by announcement of the adjournment in open court on the date scheduled for the Sale Hearing, or by filing a hearing agenda or notice on the docket of these Bankruptcy Cases.

SALE ORDER

At the Sale Hearing, the Trustee will seek the entry of Sale Order(s) that, among other things: (i) authorizes and approves the Sale(s) to the Winning Bidder(s) free and clear of all liens, claims, and encumbrances; and (ii) includes a finding that the Winning Bidder(s) is a good-faith purchaser pursuant to section 363(m) of the Bankruptcy Code.

JURISDICTIONAL CONSENT

All bidders at the Sale Hearing will be deemed to have consented to the core jurisdiction of the Court and waived any right to jury trial in connection with any disputes relating to the Sale Hearing, the Sale, and the construction and enforcement of their bids and all documents submitted under the Bidding Procedures, and all other agreements entered into in connection with any proposed Sale transaction. Such consent and waiver shall apply to the extent that it is later determined that the Court, absent consent, cannot enter final orders or judgments with regard to the foregoing matters consistent with Article III of the U.S. Constitution.

RETURN OF DEPOSIT AND RESERVATION OF RIGHTS

The Deposits of all Potential Bidders shall be held in escrow by the Trustee, but shall not become property of the Debtors’ estates absent further order of the Court. With the exception of the Deposits of the Winning Bidder(s), the Deposits of all Potential Bidders shall be returned to such bidders five (5) business days after the conclusion of the Sale Hearing. The Trustee shall retain any Deposit submitted by the Winning Bidder(s). At the closing of a Sale Transaction contemplated by a Winning Bid, the applicable Winning Bidder will be entitled to a credit for the amount of its Deposit to the extent such a deposit was provided.

If a Winning Bidder fails to consummate the Sale Transaction because of a breach or failure to perform on the part of such bidder, then the Debtor and its estate shall be entitled to retain the Deposit of such Winning Bidder as part of the damages resulting to the Trustee for such breach or failure to perform, in addition to any and all other rights, remedies, or causes of action that may be available to the Trustee

RESERVATION OF RIGHTS AND MODIFICATIONS

The Trustee reserves the right to modify the Bidding Procedures at or before the Sale Hearing, including to extend the deadlines set forth herein; modify bidding increments; waive terms and conditions with respect to any potential bidder or Qualified Bidder (including the Bid Requirements); and adjourn, postpone, or cancel the Sale Hearing.