#1CONFIDENTIAL AND PROPRIETARY bakkt ANALYST DAY 5.19.21 TM 1#2IMPORTANT NOTICE Disclaimer This confidential investor presentation (this "Presentation") is being delivered for informational purposes only to assist interested parties in making their own evaluation with respect to the proposed business combination (the "Business Combination") between VPC Impact Acquisition Holdings ("VIH") and Bakkt Holdings, LLC, taken together with its subsidiaries ("Bakkt"). Any reproduction of the Presentation or its content without the express written approval of VIH and Bakkt is prohibited. By accepting this Presentation, each recipient agrees to use this Presentation for information purposes only and not as the basis for any voting or investment decision with respect to VIH. The information contained herein does not purport to be all-inclusive and none of VIH, Bakkt or their respective directors, officers, stockholders or affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation or any other written or oral communication communicated to the recipient in the course of the recipient's evaluation of Bakkt or VIH, and no responsibility or liability whatsoever is accepted for the accuracy or sufficiency thereof or for any errors, omissions or misstatements, negligent or otherwise, relating thereto. The information contained herein is preliminary and is subject to change and such changes may be material. VIH and Bakkt disclaim any duty to update the information contained in this Presentation. The proposed Business Combination is subject to, among other things, the approval by VIH shareholders, satisfaction of the conditions stated in the definitive agreement providing for the Business Combination and other customary closing conditions. Accordingly, there can be no assurance that the proposed Business Combination will be consummated. This Presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect to the proposed Business Combination or (ii) an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of VIH, Bakkt, or any of their respective affiliates, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No securities commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon them merits of the Business Combination or the accuracy or adequacy of this Presentation. Participants in the Solicitation VIH and Bakkt and their respective directors, executive officers and other members of management and employees, under SEC rules, may be deemed to be participants in the solicitation of proxies of VIH's shareholders in connection with the Business Combination. Investors and security holders may obtain more detailed information regarding the names and interests in the Business Combination of VIH's directors and officers in VIH's filings with the SEC, including VIH's registration statement on Form S-1, which was originally filed with the SEC on September 4, 2020 and the registration statement on Form S-4 originally filed with the SEC on March 31, 2021, which has not yet become effective. This registration statement includes the proxy statement/prospectus and certain other documents relating to the Business Combination, which will include both the proxy statement to be distributed to VIH's shareholders in connection with the solicitation of proxies for the vote by VIH's shareholders with respect to the Business Combination. To the extent that holdings of VIH's securities have changed from the amounts reported on VIH's registration statement on Form S-1, such changes have been or will be reflected on Statements of Change in Ownership on From 4 filed with the SEC. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies to VIH's shareholders in connection with the Business Combination is included in the proxy statement/prospectus on Form S-4 relating to the Business Combination. Important Information for Investors and Shareholders This presentation is not a substitute for the registration statement or for any other document that VIH may file with the SEC in connection with the Business Combination. After the registration statement is declared effective, the definitive proxy statement/prospectus and documents incorporated by reference therein will be mailed to VIH's shareholders as of a record date to be established for voting on the Business Combination and certain other matters and will contain important information about the proposed Business Combination and related matters. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ THE DOCUMENTS FILED, AND THAT MAY BE FILED, INCLUDING THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND THE DOCUMENTS INCORPORATED THEREIN, WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED BUSINESS COMBINATION. Investors and security holders may obtain free copies of other documents, including the proxy statement/prospectus, filed with the SEC by VIH through the website maintained by the SEC at http://www.sec.gov. In addition, shareholders will be able to obtain free copies of the proxy statement/prospectus by directing a request to VIH's Chief Executive Officer at c/o Victory Park Capital Advisors, LLC, 150 North Riverside Plaza, Suite 5200, Chicago, IL 60606. INVESTMENT IN ANY SECURITIES DESCRIBED HEREIN HAS NOT BEEN APPROVED OR DISAPPROVED BY THE SEC OR ANY OTHER REGULATORY AUTHORITY NOR HAS ANY AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR THE ADEQUACY OF THE INFORMATION CONTAINED HEREIN. ANY REPRESENTAITON TO THE CONTRARY IS A CRIMINAL OFFENSE. You should not construe the contents of this Presentation as legal, tax, accounting or investment advice or a recommendation. You should consult your own counsel and tax and financial advisors as to legal and related matters concerning the matters described herein, and, by accepting this Presentation, you confirm that you are not relying upon the information contained herein to make any decision. CONFIDENTIAL AND PROPRIETARY 2a#3IMPORTANT NOTICE Forward-Looking Statements Certain statements in this Presentation may be considered forward-looking statements. Forward-looking statements generally relate to future events or VIH's or Bakkt's future products and nancial or operating performance. For example, projections regarding customer adoption, loyalty partners, and technology development and nancial projections, including future Total Revenue, Total Revenue Less Transaction-Based Expenses, Operating Expenses, Operating Income, Adjusted EBITDA, and other metrics are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expect", "intend", "will", "estimate", "anticipate", "believe", "predict", "potential", "prototype", "roadmap", "add", "expand" or "continue", or the negatives of these terms or variations of them or similar terminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to di er materially from those expressed or implied by such forward looking statements. You should carefully consider the risks and uncertainties described in the "Risk Factor" section of VIH's registration statement on Form S-1, the proxy statement/prospectus on Form S-4 relating to the business combination, led by VIH with the SEC and other documents led by VIH from time to time with the SEC. These lings identify and address other important risks and uncertainties that could cause actual events and results to di er materially from those contained in the forward-looking statements. The information contained herein is provided only as of the date on which this presentation is made and is subject to change. These forward-looking statements should not be relied upon as representing Bakkt and VIH's assessments as of any date subsequent to the date of this presentation. Nothing in this Presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. Neither VIH nor Bakkt undertakes any duty to update these forward- looking statements. Accounting for Cryptocurrency Transactions The accounting for revenues from cryptocurrency transactions is currently under review and subject to change. Revenues and costs resulting from cryptocurrency transactions are re ected on a gross basis in this illustration for all such transaction activity. To the extent that it is determined that some or all of the cryptocurrency transactions should not be accounted for in this manner, total revenues, and the timing of revenue recognition for certain transactional elements, could vary materially from this presentation. CONFIDENTIAL AND PROPRIETARY 2b#4IMPORTANT NOTICE Use of Projections The projections and estimates in this presentation are assumptions that are inherently subject to signi cant uncertainties and contingencies, many of which are beyond Bakkt and VIH's control. Such projections and estimates are included for illustrative purposes only and should not be relied upon as necessarily being indicative of future results. While all projections and estimates are necessarily speculative, Bakkt and VIH believe that the preparation of prospective nancial information involves increasingly higher levels of uncertainty the farther out the projection or estimate extends from the date of preparation. This Presentation contains nancial forecasts with respect to Bakkt's projected nancial results, including Total Revenue, Total Revenue less Transaction-Based Expenses, Operating Expenses, Operating Income and Adjusted EBITDA. Neither VIH's nor Bakkt's independent auditors have audited, reviewed, compiled or performed any procedures with respect to the projections for the purpose of their inclusion in this Presentation, and accordingly, they did not express an opinion or provide any other form of assurance with respect thereto for the purpose of this Presentation. All projected nancial information was prepared in accordance with GAAP. These projections should not be relied upon as being necessarily indicative of future results. The assumptions and estimates underlying the prospective nancial information are inherently uncertain and are subject to a wide variety of signi cant business, economic and competitive risks and uncertainties that could cause actual results to di er materially from those contained in the prospective nancial information. Accordingly, there can be no assurance that the prospective results are indicative of the future performance of Bakkt or that actual results will not di er materially from those presented in the prospective nancial information. Inclusion of the prospective nancial information in this Presentation should not be regarded as a representation by any person that the results contained in the prospective nancial information will be achieved. Industry and Market Data In this Presentation, VIH and Bakkt rely on and refer to certain information and statistics obtained from third-party sources which they believe to be reliable. Neither VIH nor Bakkt has independently veri ed the accuracy or completeness of any such third-party information. You are cautioned not to give undue weight to such industry and market data. This Presentation may include trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM, (c), (r) or TM symbols, but VIH and Bakkt will assert, to the fullest extent under applicable law, the right of the applicable owners, if any, to these trademarks, service marks, trade names and copyrights. CONFIDENTIAL AND PROPRIETARY 2c#5SPEAKERS Overview Gavin Michael, Chief Executive O cer Institutional & Crypto Opportunity Adam White, President Consumer, Loyalty & Payments Opportunity Nicolas Cabrera, Chief Product Officer Go-to-Market Strategy Sheela Zemlin, Chief Revenue Officer CONFIDENTIAL AND PROPRIETARY Financials Drew LaBenne, Chief Financial Officer Growth Strategy Gavin Michael, Chief Executive Officer Closing Q&A Gavin Michael, Chief Executive Officer Drew LaBenne, Chief Financial Officer bakkt 3#6Overview CONFIDENTIAL AND PROPRIETARY Gavin Michael Chief Executive O cer |bakkt 4#7OVERVIEW THE PROBLEM It's hard to manage all of your digital assets. CONFIDENTIAL AND PROPRIETARY |bakkt 5#8OVERVIEW CONFIDENTIAL AND PROPRIETARY THE PROBLEM It's hard to manage all of your digital assets. Cryptocurrency Gift cards Loyalty points 0²00 0²00 0²00 Equities $ $ $ Cash R Ś $ Ś In-game assets 9 即 Hotel and airline rewards NFTS |bakkt 6#9OVERVIEW THE PROBLEM CONFIDENTIAL AND PROPRIETARY It's even harder to use them the way you want. 0²00 0²00 0²00 Ś R $ to Ś $ 9 @ ZA |bakkt 7#10OVERVIEW THE SOLUTION We're connecting the digital economy. $1.6+ trillion in digital assets that consumers can't easily manage. SEE ALL IN ONE PLACE CONFIDENTIAL AND PROPRIETARY bakkt UNLOCK VALUE ACROSS ASSET TYPES TM bakkt Invest. Convert. Spend & Pay. Send. Redeem. USE IN EVERYDAY LIFE 8#11OVERVIEW POSSIBILITIES CONFIDENTIAL AND PROPRIETARY Buy [ [] ESTA 3 iš with crypto. bakkt 9#12OVERVIEW POSSIBILITIES Convert CONFIDENTIAL AND PROPRIETARY ☆ 165,000 points 1.0 3 iš bakkt into cash. 10#13OVERVIEW POSSIBILITIES Redeem airline miles for CONFIDENTIAL AND PROPRIETARY 3 iš bakkt 11#14OVERVIEW POSSIBILITIES Send CONFIDENTIAL AND PROPRIETARY SVT has 001 S 10. 600 74 KAMA 333 FINA 19796600 PARA CAR S ALERIC xar TERIES E Pix NO HOL COD 283 DUS nede 1600 14 30948165 BARON BRUING Om @ 349/52059 H AMERICAN HE MARS ಮಾನವ TEKO PRZEC DEAMHE 3 iš to friends. bakkt 12#15OVERVIEW POSSIBILITIES Access CONFIDENTIAL AND PROPRIETARY 80 70 90 YERİX 3 09 0 09 10 Ot 20 30 iš at scale. bakkt 13#16OVERVIEW/VALUE PROPOSITION We're unlocking value across the ecosystem. Drive loyalty among ][ ][ consumers and businesses [ [ CONFIDENTIAL AND PROPRIETARY Unlock captive consumer spending power Access digital asset markets at scale Backed by a secure, regulated platform bakkt 14#17OVERVIEW ECOSYSTEM CONFIDENTIAL AND PROPRIETARY We serve three types of customers. 8 Consumers Seeking access to locked value so they can manage, spend, and send digital assets Institutions Require secure access to digital asset markets at scale Businesses Merchant partners looking to increase customer loyalty, expand relationships, and transact more efficiently bakkt 15#18OVERVIEW ECOSYSTEM Institutions A suite of products to serve customer needs. Secure & regulated custody and trading CONFIDENTIAL AND PROPRIETARY Digital Asset Marketplace S Access to cryptocurrency and new digital assets Consumers Loyalty Redemption Rewards universe across travel, retail and merchants Businesses bakkt Alternative Payment Methods Fungible payment ecosystem across digital assets 16#19OVERVIEW ECOSYSTEM Capabilities that can be accessed across channels. Institutions CONFIDENTIAL AND PROPRIETARY Digital Asset Marketplace Bakkt Warehouse Consumers Bakkt Branded App Loyalty Redemption ·0° Businesses bakkt Alternative Payment Methods Partner Apps and Ecosystems 17#20OVERVIEW ECOSYSTEM Institutions CONFIDENTIAL AND PROPRIETARY The key: our secure and scalable platform. Digital Asset Marketplace Bakkt Warehouse Bakkt platform INVEST Consumers Bakkt Branded App CONVERT 四 Loyalty Redemption 1.09 SPEND & PAY Businesses Partner Apps and Ecosystems SEND Alternative Payment Methods bakkt REDEEM 18#21OVERVIEW CONFIDENTIAL AND PROPRIETARY Why now? bakkt 19#22OVERVIEW (1) Roadmap items. Why now? CONFIDENTIAL AND PROPRIETARY Cryptocurrency Because ★ Gift cards $ Digital cash digital assets are driving a new, dynamic economy. 0²00 Stocks/derivatives¹ NFTS¹ Loyalty points and miles { In-game assets¹ bakkt 20#23OVERVIEW WHY NOW? L CONFIDENTIAL AND PROPRIETARY What's different now: ][ Increase in digital asset adoption - by consumers, businesses and institutions Greater regulatory scrutiny of digital assets ][ Increase in number of digital asset alternatives to engage customers Accelerated demand for digital payment solutions bakkt 21#24OVERVIEW WHY NOW? The Serviceable Addressable Market¹ is large... CONFIDENTIAL AND PROPRIETARY Loyalty Points/Miles4 $316bn Cryptocurrency³ $564bn In-Game Assets5 $50bn ~$1.6tn 2020 Gift Cards² $703bn (1) Serviceable Addressable Market. Dollar ($) amounts represent notional amounts, not aggregate revenue. (2) Allied Market Research. (3) 2020 estimate based on CoinMarketCap, Global crypto market cap as of December 14, 2020. 2025 estimate based on projections from ARK Investment Management, LLC. (4) Management estimates based on 2020-2024 data from Infiniti Research. (5) Management estimates based on relevant industry data. bakkt 22#25OVERVIEW WHY NOW? Loyalty Points/Miles4 $316bn CONFIDENTIAL AND PROPRIETARY Cryptocurrency³ $564bn ~26% CAGR In-Game Assets5 $50bn ~$1.6tn ... and growing... 2020 Gift Cards² $703bn Loyalty Points/Miles4 $599bn Cryptocurrency³ $3tn In-Game Assets5 $88bn ~$5.1tn 2025 (1) Serviceable Addressable Market. Dollar ($) amounts represent notional amounts, not aggregate revenue. (2) Allied Market Research. (3) 2020 estimate based on CoinMarketCap, Global crypto market cap as of December 14, 2020. 2025 estimate based on projections from ARK Investment Management, LLC. (4) Management estimates based on 2020-2024 data from Infiniti Research. (5) Management estimates based on relevant industry data. Gift Cards² $1.4tn bakkt 23#26OVERVIEW WHY NOW? CONFIDENTIAL AND PROPRIETARY Loyalty Points/Miles4 $316bn Cryptocurrency³ $564bn ... and is expected to expand. ~26% CAGR In-Game Assets ~$1.6tn 2020 What's driving growth? International growth Increased asset class digitization Increased retail participation New asset classes: fractional share trading, NFTs In-Game Assets youth tn 2025 Gift Cards² $1.4tn bakkt 24#27OVERVIEW WHY NOW? 8 More financial services companies, retailers and merchants are accepting alternative payment methods. PayPal venmo VISA FIS wework Ooverstock.com CONFIDENTIAL AND PROPRIETARY But the landscape is changing quickly. Brands are expanding their loyalty programs to drive customer acquisition and retention. A DELTA American Airlines points Businesses and consumers are rapidly growing the NFT market. TOP SHOT Sotheby's Crypto companies - large and small - are expanding. GEMINI Kraken coinbase Financial institutions are expanding exposure to cryptocurrencies and custody needs. Goldman Sachs Morgan Stanley bakkt 25#28OVERVIEW COMPETITIVE EDGE Bakkt brings together digital assets unlike any player in the market. CONFIDENTIAL AND PROPRIETARY Robinhood chime Revolut DIGITAL BANKING honey Rakuten RETAIL & REWARDS venmo bakkt PAYMENTS TM $ Cash App afterpay stripe Kraken GEMINI coinbase CRYPTOCURRENCY bakkt 26#29OVERVIEW COMPETITIVE EDGE Digital Asset Native Gift Card & Store Value Rewards Crypto Wallet & Trading² Travel & Rewards Redemption Points Conversion & Pay with Points Equities We span the full spectrum of digital assets. NFTs and New Asset Classes CONFIDENTIAL AND PROPRIETARY bakkt Roadmap3 Roadmap3 Robinhood coinbase Square $ Cash App PayPal Rakuten Revolut bakkt Source: Company websites. Note: Based on publicly available information. (1) Bakkt does not presently plan to offer the consumer app to Hawaii residents due to reserve requirements imposed on crypto apps like Bakkt. Bakkt is monitoring legislative developments in Hawaii and, should this requirement change, would consider licensing and offering the app there. (2) Available Bitcoin can be redeemed for cash. (3) Roadmap items not yet available. 27#30OVERVIEW COMPETITIVE EDGE [-][=][ and growing ecosystem CONFIDENTIAL AND PROPRIETARY What makes us better: Digital asset native [₁ L Powerful Secure and regulated platform Cost and ease of use of the Bakkt platform ][ L Custody and trading backed by ICE bakkt 28#31OVERVIEW COMPETITIVE EDGE CONFIDENTIAL AND PROPRIETARY Bakkt by experienced leadership. Drew LaBenne Chief Financial O cer Gavin Michael Chief Executive O cer citi PayPal LLOYDS BANKING GROUP Nicolas Cabrera Chief Product O cer Westfield ebay Nancy Gordon EVP, Loyalty, Rewards & Payments EY citi Ogilvy Michael Lewis EVP, Engineering & Operations citi AIG amalgamated bank Marc D'Annunzio General Counsel ALSTON McKenna Long & BIRD & Aldridge.. Matt Johnson Chief Technology O cer DIGITAL ASSET DACC CUSTODY COMPANY Sheela Zemlin Chief Revenue O cer Capital One pwe bill.com ORACLE Taleo > Adam White President coinbase BAIN & COMPANY Mark Elliot EVP, Marketing LTIAA Josh Klenert SVP, Design servicenow. bakkt Capital One IHUFFPOSTI 29#32OVERVIEW PLATFORM APPROACH BAKKT EXPERIENCE Full suite of capabilities in Bakkt branded app Ibakkt 11:0 One platform, many experiences. CONFIDENTIAL AND PROPRIETARY Note: Illustrative capabilities that can be integrated into partner experiences. Fully embedded in partner platform Partner Bank Ⓒ Bakkt platform INVEST Partially embedded in partner platform * Partner Brand CONVERT A SPEND & PAY Partner Airline (C) Capabilities embedded on partner platform SEND bakkt REDEEM bakkt PARTNER-LED EXPERIENCE 30#33OVERVIEW HOW WE'LL GROW CONFIDENTIAL AND PROPRIETARY One platform, many value propositions. 8 FOR CONSUMERS FOR INSTITUTIONS Secure crypto custody Regulated futures & options Institutional-grade pricing execution engine ][ Bakkt platform INVEST Unlock value of captive assets Digital asset aggregation and increased spending power Instant liquidity Exclusive deals CONVERT SPEND & PAY FOR BUSINESSES Lower cost of acceptance Increased conversion and engagement Decreased loyalty liabilities New customer reach Broad redemption options SEND REDEEM bakkt 31#34OVERVIEW HOW WE'LL GROW CAPABILITIES Bigger... and bolder. r Digital Asset Marketplace Z Loyalty Redemption CONFIDENTIAL AND PROPRIETARY Alternative Payment Methods SCALING THE PLATFORM Grow users Increase usage and adoption More partnerships Build new products and features Leverage data for growth WHAT'S NEXT International expansion NFTS Connected loyalty ecosystems Powering Central Bank Digital Currencies (CBDCs) bakkt 32#35Institutional & Crypto Opportunity CONFIDENTIAL AND PROPRIETARY Adam White President |bakkt 33#36INSTITUTIONAL & CRYPTO OPPORTUNITY OVERVIEW Regulated. Secure. Crypto-native. Scalable. CONFIDENTIAL AND PROPRIETARY Custody Fully regulated PRODUCTS AND SERVICES FOUNDATION OF OUR PLATFORM Secure & scalable platform 4²40 Trading Transparent price discovery Strategic partnership with ICE - technology, infrastructure and products bakkt 34#37INSTITUTIONAL & CRYPTO OPPORTUNITY STRATEGIC PILLARS 오오오오 오오오오 寶町 CONFIDENTIAL AND PROPRIETARY A secure and institutional-grade custody business. ICE INFRASTRUCTURE AND CAPABILITIES BANK-LEVEL COMPLIANCE PROGRAM SOPHISTICATED CYBERSECURITY PROGRAM REGULATED BY NYDFS $125 MILLION OF INSURANCE COVERAGE Relationship with ICE uniquely positions us to serve sophisticated financial institutions Platform provides foundation to serve the full spectrum of digital assets bakkt 35#38INSTITUTIONAL & CRYPTO OPPORTUNITY STRATEGIC PILLARS Leading futures & options business in partnership with ICE. Ml CONFIDENTIAL AND PROPRIETARY BITCOIN FUTURES & OPTIONS PHYSICALLY DELIVERED & CASH-SETTLED CONTRACTS CONTRACTS FULLY REGULATED BY THE CFTC TRADED ON ICE FUTURES, CLEARED ON ICE CLEAR US AND SINGAPORE-BASED CONTRACTS r Trusted & transparent price discovery process Ability to leverage and commercialize valuable market data Opportunity to create new products in partnership with ICE bakkt 36#39INSTITUTIONAL & CRYPTO OPPORTUNITY COMPETITIVE LANDSCAPE CUSTODY r PAXOS CONFIDENTIAL AND PROPRIETARY GEMINI coinbase Custody NYDIG Fidelity A DIGITAL ASSETSM Our differentiator: foundational, secure capabilities to build on in a growing space. L CURRENT TRADING CME Group GEMINI Kraken 1 coinbase LENDING BlockFi coinbase Genesis SALT PRIME BROKERS [. NYDIG GALAXY DIGITAL coinbase Prime Genesis Omniex OPPORTUNITY TO EXPAND CLEARING SETTLEBIT TALOS: L GEMINI ANCHORAGE bakkt 37#40INSTITUTIONAL & CRYPTO OPPORTUNITY [₁ L Institutional infrastructure & expertise ][ ... enables our growth into other digital assets. ● ] [ CONFIDENTIAL AND PROPRIETARY STRATEGIC PILLARS Crypto expertise... ][ Highly regulated and compliant business model Ⓒ Ⓒ Ⓒ Cryptocurrency expertise Custody & trading business in partnership with ICE Trusted & transparent price discovery Expand and connect all digital assets bakkt 38#41Consumer, Loyalty & Payments Opportunity CONFIDENTIAL AND PROPRIETARY Nicolas Cabrera Chief Product O cer |bakkt 39#42Product marketing video begins#43Product marketing video ends#44CONSUMER, LOYALTY & PAYMENTS OPPORTUNITY The leading digital asset native platform Supported by the most trusted and regulated platform, Bakkt offers consumers and businesses a new way to trade, spend, send, redeem and pay with digital assets- unlocking value everyday, anywhere. CONFIDENTIAL AND PROPRIETARY OVERVIEW OPS portal APIs portal KYC, AML & KYT Identity management Partner integrations Anti-fraud SMS, email & in-app notifications App Universal payment wallet Location tracking Network Platforms Channels SPEND PAY & 8 REDEEM Compliance Alternative payment methods SEND TRADE Travel redemption Regulator licenses including MTLs Third party Broker/dealer Points bank integrations Real-time exchange Buy/sell Ledgering Custody Rich customer data & intelligence Personalized offers bakkt 42#45CONSUMER, LOYALTY & PAYMENTS OPPORTUNITY OVERVIEW Cryptocurrency Connect your digital assets. However you like. Loyalty points Airline rewards Hotel rewards Gift cards Cash (1) Roadmap items not yet available. CONFIDENTIAL AND PROPRIETARY Equities In-game assets NFTS 9 $ Roadmap¹..... Roadmap¹....... ----Roadmap¹...... (JES Bakkt platform INVEST CONVERT SPEND & PAY SEND REDEEM Transfer and maximize value of digital assets Make everyday purchases Invest in emerging digital assets bakkt Send gift cards and rewards to friends and family 43#46CONSUMER, LOYALTY & PAYMENTS OPPORTUNITY REDEEM & CONVERT Travel "White label" redemption websites Loyalty integrations purchase/ redemptions Loyalty pay & virtual card Our capabilities can be leveraged across ecosystems. CONFIDENTIAL AND PROPRIETARY Direct payments Deals & rewards SMS & email msg Compliance controls 3rd party loyalty direct integrations SPEND & PAY Mobile/web apps "Powered by" OUR FOUNDATION Travel redemption Real-time digital assets exchange Direct pay /virtual card Digital asset aggregation & conversion Payment API PLATFORMS Anti-fraud Transmitting Bitcoin Gift cards SEND Cash Loyalty points and rewards Identity management and AML/KYC Integration support Partners & merchant operational & data portals Settlement & banking Futures TRADING¹ Ledgering Custody Securities2 Broker/dealer2 Options Buy/sell trading Bakkt does not presently plan to offer the consumer app to Hawaii residents due to reserve requirements imposed on crypto apps like Bakkt. Bakkt is monitoring legislative developments in Hawaii and, should this requirement change, would consider licensing and offering the app there. (1) Trading is executed through ICE's platform. (2) Not currently functional and is either part of Bakkt's 2021 roadmap or under future consideration. Lending2 Execution services |bakkt 44#47CONSUMER, LOYALTY & PAYMENTS OPPORTUNITY PLATFORM APPROACH BAKKT EXPERIENCE Full suite of capabilities in Bakkt branded app Ibakkt 11:0 One platform, many experiences. CONFIDENTIAL AND PROPRIETARY Note: Illustrative capabilities that can be integrated into partner experiences. Fully embedded in partner platform Partner Bank Ⓒ Bakkt platform INVEST Partially embedded in partner platform * Partner Brand CONVERT A SPEND & PAY Partner Airline (C) Capabilities embedded on partner platform SEND bakkt REDEEM bakkt PARTNER-LED EXPERIENCE 45#48CONSUMER, LOYALTY & PAYMENTS OPPORTUNITY INVEST Trusted, closed-loop crypto trading platform enabled anywhere. Crypto Start Buying Bitcoin Buying, selling and sending bitcoin (BTC) with Bakkt is simple, fast, and free. Portfolio $550 Buy Start Buying Bitcoin Home Crypto Rewards Gift Cards ★80K $50 Bitcoin BTC Ĵ 8 Sell Bakkt Card O CONFIDENTIAL AND PROPRIETARY Send Activity Cash $500 8t Request (...) More Trade & invest in crypto. Buy Bitcoin Funding Source i 1 $200 0.02 BTC 7 2 5 8 0 Quick Select Amount Continue Cash $500.00 Available 3 6 ↓↑ 9 Delete Purchase crypto using funding source of your choice. Congratulations! You purchased 0.02 BTC Close Purchase confirmed. Crypto 0.02 BTC $200.00 1D 1W Buy Sell + 6.8% Today 1 BTC = $10,000.00 Portfolio Crypto Rewards Gift Cards $497 $200 Crypto Activity n Home 2:25pm $8,298.43 Bakkt Card 1M O Send 1Y := Activity Cash $297 8 Request • More Manage balances and crypto insights. Send Bitcoin 0.00025 BTC Funding Source Current Value i + Transfer Fee Send To Cathy Norman @bakkt_id Note Have a nice day! Optional bakkt Send Now 0.02 BTC $197.50 $25.00 $0.00 Send crypto to friends and family. 46#49CONSUMER, LOYALTY & PAYMENTS OPPORTUNITY CONVERT Merchant Program Account Balance Expiry ★80,000 Choice Privileges® Daily Conversion Limit Monthly Conversion Limit Convert Account Activity Choice Privileges® Just now Added Choice Hotels rewards program Choice Hotels CONFIDENTIAL AND PROPRIETARY .... 1234 ★80,000 Remove Rewards Account Never ★1,000 ★1,000 +★80,000 View and manage balances. Extract value from locked rewards points. O Convert Points Funding Source Destination 1 *20,000 $200.00 7 2 5 8 0 Choice Privileges® *80,000 $80.00 Continue Cash 3 ↓↑ 6 9 Delete Convert points to cash. Buy Bitcoin Funding Source 1 4 0.002 BTC ★ 10,000 7 2 5 8 0 Choice Privileges® > Quick Select Amount Continue 3 6 9 ↓↑ Choose crypto amount. Delete Select Funding Source Amount Due S Ⓒ Cash Bitcoin BTC Choice Hotels Choice Privileges $500.00 source. $100.00 ★80,000 Select funding Crypto $100.00 0.002 BTC 1D Portfolio $700 Home Buy Activity 1W Just now Bought Bitcoin 2:25pm $49,453.30 6.8% Today 1 BTC = $50,000.00 Crypto Rewards Gift Cards $100 ★ 70K Bakkt Card Sell 1M O bakkt Send 1Y :E Activity Cash $600 +0.002 $100.00 View and manage balances. (...) More 47#50CONSUMER, LOYALTY & PAYMENTS OPPORTUNITY Send a Gift Card Q Search Clothing Entertainment Featured Gift Cards DOORDASH DoorDash restaurants, delivered. Gift Card Merchants Merchant Name $50.00 CONFIDENTIAL AND PROPRIETARY Buy gift cards using asset class of your choice. Food & Dini Choose from over 200 merchant partners. Send a Gift Card Value Bakkt Discount Total DoorDash Your frants, delivered DOORDASH Funding Source $50.00 > 10% off (-$5.00) Continue $45.00 Choice Privileges® ★80,000 Select gift card and amount. SPEND & PAY > Select Funding Source Amount Due S Cash Ⓒ Bitcoin BTC Choice Hotels Choice Privileges $45.00 $500.00 $100.00 ★80,000 Fund using cash, crypto or rewards. Send a Gift Card Gift Card Merchant Bakkt Discount Transfer Fee i Total Funding Source + Send To CN Note $50.00 Cathy Norman @cat_normi Happy Birthday! Optional 10% off (-$5.00) DoorDash How to use this Gift Card Terms & Conditions Free Choice Privileges® ★80,000 $45.00 Choose recipient and include a message. Congratulations! You converted rewards points to cash to send a gift card. You converted 4,500 Choice Privileges points into $45.00 You sent a $50 DoorDash gift card for $45.00 to Cathy Norman View Gift Card Close You're done! bakkt 48#51CONSUMER, LOYALTY & PAYMENTS OPPORTUNITY CONFIDENTIAL AND PROPRIETARY Send Cash Funding Source 1 4 7 $100 2 5 8 0 Continue Cash $500.00 3 6 9 Delete SEND Send assets of your choice. Send a Gift Card Value DoorDash Bakkt Discount Total Funding Source DOORDASH $50.00 > 10% off (-$5.00) Continue Choice Privileges® ★80,000 $45.00 Gift cards > Send Bitcoin Funding Source 1 4 0.00025 BTC 7 $25 2 5 8 0 Continue Crypto 0.02 BTC $197.50 3 6 ↓↑ 9 Delete bakkt 49#52CONSUMER, LOYALTY & PAYMENTS OPPORTUNITY CONFIDENTIAL AND PROPRIETARY Payment options integrated into partner ecosystem. My Card 7082 X bakkt Auto reload Add money to Starbucks Card Starbucks Card $47.85 Amount $10.00 Payment Bakkt $47.85 as of just now C Auto reload Turn on Add $10 Select Bakkt as funding source for Starbucks card. Note: Payment integrations with Choice Hotels coming as part of roadmap expected in Q2 2021. AA bakkt| Rewards + PAY Password ........ bakkt.com Sign in with Bakkt Mobile number or email [email protected] Forgot your password? Crypto Sign Up > Cash Show Register or sign in to Bakkt account. AA |bakkt Choose a primary payment method to use when paying Starbucks Primary payment method: Ś Cash Default bakkt.com Crypto Choice Hotels Choice Privileges® $500.00 Confirm 0.001 BTC $200.00 *80,000 Bakkt will fund payment to this merchant using your primary payment method. Any cryptocurrency or digital assets sold to fund a payment to this merchant will be converted to USD at the best price available at the time of payment authorization. Tap 'Confirm' to finish payment setup Select funding source - cash, crypto, rewards, points. Home 9 $57.85 SCAN 6107 9704 2652 7082 Scan Manage Add funds Rewards & offers Order T Gift • Stores Balance reloaded and ready for caffeine. bakkt 50#53CONSUMER, LOYALTY & PAYMENTS OPPORTUNITY CONFIDENTIAL AND PROPRIETARY Debit card that offers flexibility and convenience. bal |bakkt| You're good to go! You've been approved to activate your Bakkt Card. Now it's time to pick your card. n Home Choose Your Bakkt Card Bakkt Visa® Debit Card is issued by Sutton Bank, i Member FDIC, pursuant to a license from Visa U.S.A. Inc. DEBIT VISA Bakkt Card Note: Debit card is currently in limited-access phased rollout. O Activity W More Bakkt Card available in our branded app. PAY Choose Your Bakkt Card |bakkt| DEBIT VISA Important information for opening a Card account: To help the federal government fight the funding of terrorism and money laundering activities, the USA PATRIOT Act requires all financial institutions and their third parties to obtain, verify, and record information that identifies each person who opens a Card account. ✔I certify I am at least 18 years of age and that I agree to the Cardholder Agreement Continue Personalize your card. Funding Source S Cash BTC Bitcoin $45.00 $45.00 0.0010 BTC Spending digital assets may create a tax liability for you. If the value of your digital assets change. during processing, Bakkt will draw the outstanding funds from your Bakkt cash balance. Fund your debit card using the asset of your choice. Bakkt Card |bakkt| n Home 1234 5678 9012 3456 12/12 123 Freeze Funding Source BTC Bitcoin b O Bakkt Card Available to Spend $45.00 Ⓒ DEBIT VISA Add to Apple Wallet ... Manage $45.00 > 0.0010 BTC = Activity (...) More Use your debit card anywhere Apple Pay or Google Pay are accepted. bakkt 51#54CONSUMER, LOYALTY & PAYMENTS OPPORTUNITY REDEEM Flights From Round-Trip Departing Hotels ATL- Hartsfield-Jackson ATL, Atlanta, GA, US 05/28/2021 Travelers 1 Adult, Economy ✔ Nonstop Preferred Refundable Flight Vacation Rentals CONFIDENTIAL AND PROPRIETARY One-Way To Full-service rewards redemption platform. Car Rentals Seattle, WA, US - All Airports Returning 05/31/2021 Airline All Airlines Search for flights, hotels, vacation packages and more. Activities Multi-City Search Flights + Car Rentals Intl Arpt (ATL) Nonstop Activities → 34,681 Points or $346.81 To Seattle Seattle Tacoma Intl Arpt (SEA) 10:20am Add to Cart See pricing in both reward points and dollars. A 3. Payment Options Air Reward Choose how you want to pay. Use 2,500 Points or more to cover part or all your purchase, OR save your Points and pay entirely in cash using a BankAmericard Rewards card. 4,028 Points to be applied to this order. The minimum Points value you can use is 2,500. You may purchase completely with cash or spend a minimum of 2,500 Points. Next 4. Review Order Additional Payment $306.53 bakkt To be applied to a BankAmericard Rewards card. Split payment between currencies of your choice. © 52#55CONSUMER, LOYALTY & PAYMENTS OPPORTUNITY REDEEM Redeem loyalty points for name-brand products. 56GB Apple M1 chip with 8-c 16-core Neural Engine 240,600 Miles Shop and purchase using rewards points. CONFIDENTIAL AND PROPRIETARY 13-inch MacBook Pro-Space Gray - Apple M1 Chip space gray 13-inch 256GB Apple M1 chip with 8-core CPU, 8-core GPU, and 16-core Neural Engine 240,600 Miles 13-inch MacBook Pro - Silver - Apple M1 Chip silver 51208 Apple M1 chip with 8-core CPU, 8-core GPU, and 16-core Neural Engine 277,600 Miles 13-inch MacBook Pro - Silver - Apple M1 Chip siver 13-inch 25608 Apple M1 chip with 8-core CPU, 8-core GPU, and 16-core Neural Engine 240,600 Miles 13-inch MacBook Pro-Space Gray space gray 13-inch 51208 2.0GHz Intel Core i5 Quad-Core Processor with Intelis Plus Graphics 333,200 Miles 13-inch MacBook Pro-Space Gray - Apple M1 Chip space gray 13-inch 512GB Apple M1 chip with 8-core CPU, 8-core GPU, and 16-core Neural Engine 277,600 Miles 13-inch MacBook Pro - Silver silver 13-inch 512GB 2.0GHz Intel Core i5 Quad-Core Processor with Intel Iris Plus Graphics 333,200 Miles MileagePlus UNITED Apple® Mac iPad iPhone Here's what's in your bag. 16-inch MacBook Pro - Space Gray Show product details Available to ship: 3-4 weeks iPhone 12 256GB Purple Available to ship: 1-2 weeks Items Shipping Watch Subtotal TV Music Qty: 1 ✓ Qty: 1 ✓ Accessories Welcome Eric 82,619,057 miles Q 518,400 Miles Remove 181,400 Miles Remove Check Out 699,800 Miles FREE 699,800 Miles bakkt 53#56CONSUMER, LOYALTY & PAYMENTS OPPORTUNITY ROADMAP We're continuing to add new features and products. More Crypto currencies New digital assets Loyalty and rewards Payment capabilities Expanded offerings CONFIDENTIAL AND PROPRIETARY Crypto currency BTC Buy and Sell Store Value Card Load Cash, BTC Pay with Bakkt Direct Payments Deals/Offers Redemption Loyalty Rewards Loyalty View & Cash Convert Transfer (P2P) Cash, BTC Rewards of your choice Cash, BTC Bakkt Card Virtual Debit Discounted Gift Cards Store Value Card Load Points More Pay with Bakkt merchants More deals and offers Crypto ETFs & crypto lending More View & Convert partners Transfer (P2P) Gift Cards Rewards of your choice Points In-game assets Stretch Rewards Crypto More Gift Card merchants & partners NFTS bakkt 54#57CONSUMER, LOYALTY & PAYMENTS OPPORTUNITY ENABLING PARTNERSHIPS Expanding consumer capabilities enables our 8 partnership strategy. CONFIDENTIAL AND PROPRIETARY Consumers 8 8 LIQUIDITY OPTIONS ASSET MARKETPLACE BOLSTERS PERSONALIZED OFFE HABIT bakkt INVEST CONVERT SPEND & PAY SEND REDEEM LOOP TRANSACTION VOLU 興组 bakkt Businesses 55#58Go-to-Market Strategy CONFIDENTIAL AND PROPRIETARY Sheela Zemlin Chief Revenue O cer |bakkt 56#59GO-TO-MARKET STRATEGY OPPORTUNITIES Partnership opportunities in every sector. ... with many types of businesses Deepening relationships... CONFIDENTIAL AND PROPRIETARY Points exchange Crypto brokerage Crypto rewards Pay with points Pay with crypto Loyalty redemption Custody & institutional solutions FINANCIAL INSTITUTIONS ● Banks • Card issuers • Fintech TRAVEL & ENTERTAINMENT • Airlines • Hotels & hospitality • Ride sharing Gaming • Tickets & sports ● bakkt RETAIL • E-commerce and omnichannel • Quick-service restaurants Grocery and drug stores • Fuel • CPG PLATFORMS & PAYMENTS • Tech platforms and infrastructure Payment distribution and networks • Points and rewards platforms 57#60GO-TO-MARKET STRATEGY BAKKT EXPERIENCE Full suite of capabilities in Bakkt branded app Ibakkt 11:0 CONFIDENTIAL AND PROPRIETARY DEPLOYMENT One platform, many experiences. Note: Illustrative capabilities that can be integrated into partner experiences. Fully embedded in partner platform Partner Bank Ⓒ Bakkt platform INVEST Partially embedded in partner platform * Partner Brand CONVERT A SPEND & PAY Partner Airline (C) Capabilities embedded on partner platform SEND bakkt REDEEM bakkt PARTNER-LED EXPERIENCE 58#61GO-TO-MARKET STRATEGY CAPABILITIES Partner Bank Current Bitcoin Balance $50.⁰⁰ 0.00083333 BTC Bitcoin (BTC) Recent Activity 6.8% Today 1 BTC $60,000.00 VIEW ALL ACTIVITY 5Y powered by bakkt SELL BUY Redeemed Cashback +0.0008333 BTC Rewards for Bitcoin $50.00 8/29/2021 Signout Privacy Policy | Terms | Feedback CONFIDENTIAL AND PROPRIETARY Select Buy from Bitcoin Wallet. ALL Current Bitcoin Balance $50.⁰⁰ 0.00083333 BTC 1 4 7 Partner Bank Buy Bitcoin $100.00 0.00166667 BTC Note: Illustrative capabilities that can be integrated into partner experiences. 2 5 8 0 Continue Easy-to-use crypto brokerage. 3 6 ↓↑ 9 powered by bakkt Privacy Policy | Terms | Feedback Specify Bitcoin amount. Signout Delete Partner Bank Current Bitcoin Balance $50⁰⁰ 0.00083333 BTC Choose a Payment Account Credit Card (1234) Current Balance: $323.67 Checking (1235) Current Balance: $2,689.26 Confirm Payment Source Privacy Policy | Terms | Feedback Select funding source. Signout Current Bitcoin Balance $50.⁰⁰ 0.00083333 BTC Partner Bank Place Bitcoin Order Purchase Price Total Cost $100.00 0.00166667 BTC Market Price (1 BTC) Place Order $100.00 Signout $60,000.00 $50.00 powered by bakkt Privacy Policy | Terms | Feedback Preview and confirm order. Partner Bank Current Bitcoin Balance. $150⁰⁰ 0.0025 BTC Congratulations, your order was completed successfully! $100.00 0.00166667 BTC Purchase Price Market Price (1 BTC) BUY BITCOIN Done Signout $100.00 $60,000.00 VIEW BITCOIN powered by bakkt Privacy Policy | Terms | Feedback Order confirmed. Partner Bank Current Bitcoin Balance $150⁰⁰ 0.0025 BTC Bitcoin (BTC) Recent Activity Redeemed Cashback Rewards for Bitcoin 8/29/2021 bakkt + 6.8% Today 1 BTC = $60,000.00 5Y VIEW ALL ACTIVITY powered by bakkt Signout SELL BUY + 0.0008333 BTC - $50.00 ALL Purchase Bitcoin with +0.00166667 BTC Checking (1235) 8/29/2021 - $100.00 View Bitcoin balance in Wallet. 59#62GO-TO-MARKET STRATEGY CAPABILITIES CONFIDENTIAL AND PROPRIETARY Fully embedded rewards in partner ecosystems. Partner Bank 50,000 LOYALTY POINTS Password ........ bakl Link Bakkt Account Discover crypto services powered by Bakkt. Login to your Bakkt account or sign up. Mobile number or email [email protected] Sign In Sign Up cancel Signout Show Privacy Policy | Terms | Feedback Sign in to Bakkt account (one-time process). Note: Illustrative capabilities that can be integrated into partner experiences. < Partner Bank 50,000 LOYALTY POINTS How would you like redeem your rewards? Cash Apply your cashback rewards to your current balance. Crypto Use your cashback rewards to invest in Cryptocurrencies. powered by bakkt Donate Give to your choice of a variety charitable causes. Signout Privacy Policy | Terms | Feedback > > > Select Crypto rewards from redemption options. 50,000 LOYALTY POINTS 4 Partner Bank 7 Buy Bitcoin $50.00 0.00083333 BTC 2 5 8 0 Continue powered by bakkt Specify redemption amount. 3 It 6 9 Privacy Policy | Terms | Feedback Signout Delete 50,000 LOYALTY POINTS Partner Bank Place Bitcoin Order Purchase Price Total Cost $50.00 0.00083333 BTC Market Price (1 BTC) Place Order powered by bakkt $50.00 Signout $60,000.00 $50.00 Privacy Policy | Terms | Feedback Preview and confirm order. Partner Bank 45,000 LOYALTY POINTS Congratulations, your order was completed successfully! $50.00 0.00083333 BTC Purchase Price Market Price (1 BTC) BUY BITCOIN Done powered by bakkt $50.00 VIEW BITCOIN Signout $60,000.00 Privacy Policy | Terms | Feedback Order confirmed. bakkt 60#63GO-TO-MARKET STRATEGY CAPABILITIES Payment options across currencies and channels. MileagePlus UNITED Apple® Mac CONFIDENTIAL AND PROPRIETARY iPad BROWSER iPhone 16-inch MacBook Pro- Space Gray Show product deta Watch Available to ship: 3-4 veck iPhone 12 256GB Purple Available to ship 1-2 k hems Shipping Subtotal TV Note: Illustrative capabilities that can be integrated into partner experiences. Qty: 1 ✓ Qty: 1 Music Accessories 518,400 Miles 181,400 Miles Check Out Faro 899.800 Miles FREE Welcome Eric 82,619,057 miles a O Done Cash Default Bakkt |bakkt Choose a primary payment method to use for this purchase Crypto Connected Rewards Accounts: AA Authorize $500.00 $500.00 0.33 BTC $3,000.00 * 10,000 $100.00 Bakkt will fund payment to this merchant using your primary payment method. Any cryptocurrency or digital assets sold to fund a payment to this merchant will be converted to USD at the best price available at the time of payment authorization. Tap 'Authorize' to finish payment setup MOBILE APP X IN-STORE O Bakkt Card |bakkt| n Home 1234 5678 9812 3456 Vald thru 12/12 123 Freeze Funding Source BTC Bitcoin Bakkt Card Available to Spend $45.00 Ⓒ O DEBIT VISA Add to Apple Wallet ... Manage $45.00 > 0.0010 BTC Activity DEBIT CARD bakkt 61#64GO-TO-MARKET STRATEGY PARTNERSHIPS New partnerships to drive scale and user growth. CONFIDENTIAL AND PROPRIETARY CHOICE HOTELS Working to enable utilization of Choice Privileges® rewards through Bakkt app Expand point redemption options Increase customer loyalty ][ cantaloupe Pay with crypto and pay with points Access to more than one million unattended retail devices Branding opportunities nationwide bakkt 62#65GO-TO-MARKET STRATEGY OPPORTUNITIES Adding new partners and deepening with existing. TRAVEL & ENTERTAINMENT r FINANCIAL INSTITUTIONS WELLS FARGO PNC Partnerships with leading financial institutions including Bank of America, Wells Fargo and PNC CONFIDENTIAL AND PROPRIETARY PLATFORMS & PAYMENTS VISA fiserv. clover cantaloupe CHOICE HOTELS WYNDHAM WORLDWIDE UNITED MileagePlus. 1 RETAIL BEST BUY GOLFNOW 200+ gift card merchants include Home Depot, Xbox, Subway, Uber and DoorDash Rewards redemption platform for Apple Store, travel and vacation packages API solutions enable easy partner integration for large enterprises and smaller merchants. bakkt 63#66Financials CONFIDENTIAL AND PROPRIETARY Drew LaBenne Chief Financial O cer |bakkt 64#67FINANCIALS CONFIDENTIAL AND PROPRIETARY PILLARS Diverse revenue streams. CRYPTOCURRENCY BUY & SELL CONVERSION FEES & SPREAD ][ Revenue spread earned on conversion activity Revenue spread earned on cryptocurrency trades SUBSCRIPTION & PLATFORM FEES Partner integration and platform fees for leveraging Bakkt capabilities bakkt 65#68FINANCIALS PROJECTED USER GROWTH Driving growth through a multitude of channels. LEVERAGING OUR PARTNER NETWORK... CONFIDENTIAL AND PROPRIETARY Expand offerings to consumers & businesses Ibakkt Grow users through partner channels Onboard partners to platform Embed capabilities in their ecosystems WE ADD PARTNERS AND USERS Illustrative projected user growth¹ 9M Y1E 18M Y2E 23M Y3E 27M Y4E 31M Y5E bakkt (1) User growth numbers based on management estimates of user and partner growth. Colors do not represent actual partners and are provided for illustrative purposes only to demonstrate different types of partner growth. Numbers represent projected user growth defined as monthly active users measured at end of year. Projections initially prepared assuming January 1, 2021 close date. Current closing projected in June 2021. Company undertakes no duty to update projections. 66#69FINANCIALS INVESTMENT PLAN PROJECTED OPERATING EXPENSES ($ millions) Non-marketing expenses Marketing Total Investment focused on data and analytics capabilities, engineering personnel and sales and marketing to drive growth Ability to flex variable cost structure CONFIDENTIAL AND PROPRIETARY Y1E $153 106 $259 ][ Significant operating leverage Y2E $199 117 $316 Y3E $229 102 $331 No additional investment anticipated to achieve positive cash flow, expected in 2023 Y4E $249 65 $314 Y5E $260 Cost structure advantage, leverage ICE relationship and significant infrastructure investments to date 60 $320 bakkt Note: There may be decimal differences due to rounding. (1) Personnel expense includes capitalized software development costs and executive compensation (both cash and non-cash), with the exception of an incentive equity grant to the CEO. (2) Other includes professional fees, technology, occupancy, merchant processing fees, business insurance, risk and compliance services, intercompany charges - ICE, and other operating costs. 67#70FINANCIALS PROJECTION SUMMARY PROJECTED FINANCIALS ($ millions) Total Revenue¹ % YoY Growth Transaction-Based Expenses² Total Revenue Less Transaction-Based Expenses % YoY Growth Operating Expenses3 Operating Income Adj. EBITDA4 % of Total Revenue Less Transaction-Based Expenses % YoY Growth Y1E CONFIDENTIAL AND PROPRIETARY $889 (834) $55 ($259) (204) ($169) N/A Y2E $3,030 241% (2,806) $224 309% ($316) (92) ($23) N/A N/A Y3E $4,681 55% (4,325) $357 59% ($331) 25 $111 31% N/A Y4E $5,741 23% (5,302) $439 23% ($314) 125 $221 50% 98% Y5E $6,597 15% (6,082) $515 17% ($320) 196 $285 55% 29% CAGR bakkt Y1E-Y5E 75% 5% Y3E-Y5E 60% Note: The accounting for revenues from cryptocurrency transactions is currently under review and subject to change. There may be decimal differences due to rounding. (1) Transaction revenue is shown net of Starbucks warrant amortization and parent equity amortization, which are contra-revenue items. (2) Includes the asset value of cryptocurrency. (3) Does not reflect anticipated non-cash compensation granted to CEO. (4) Adjustments to EBITDA including parent equity contribution amortization and non-cash compensation. 68#71FINANCIALS ILLUSTRATIVE TRANSACTION OVERVIEW Sources Cash Held in SPAC Trust Issuance of Shares to Target PIPE Total Sources Uses Stock Consideration Transaction Fees Cash to Balance Sheet Total Uses SOURCES & USES¹ ($millions, except per share figures) Amount CONFIDENTIAL AND PROPRIETARY $207 2,082 3252 $2,614 Amount $2,082 50 4823 $2,614 • Expect 266 million shares and 17 million warrants at deal close % 8% 80% 12% 100% % 80% 2% 19% 100% VIH Public Shareholders 8% VIH Founder Shares 2% PRO FORMA OWNERSHIP PIPE 12% Bakkt Equity Holders 78% bakkt ICE Pro Forma Ownership 65%4 Note: The accounting for revenues from cryptocurrency transactions is currently under review and subject to change. There may be decimal differences due to rounding. (1) Assumes no redemptions. (2) ICE has agreed to purchase $50 million in shares in connection with the PIPE transaction (up to $5 million of which may be allocated to other Bakkt Equity Holders). (3) Minimum cash condition is $425 million. (4) Represents ICE pro forma economic interest, ICE's effective voting power will be below 50% pursuant to a voting agreement. Represents ownership on a fully-diluted basis. 69#72Growth Strategy CONFIDENTIAL AND PROPRIETARY Gavin Michael Chief Executive O cer |bakkt 70#73GROWTH STRATEGY PILLARS OF OPPORTUNITY CAPABILITIES Bigger... and bolder. r Digital Asset Marketplace Z Loyalty Redemption CONFIDENTIAL AND PROPRIETARY Alternative Payment Methods SCALING THE PLATFORM Grow users Increase usage and adoption More partnerships Build new products and features Leverage data for growth WHAT'S NEXT International expansion NFTS Connected loyalty ecosystems Powering Central Bank Digital Currencies (CBDCs) bakkt 71#74GROWTH STRATEGY CONFIDENTIAL AND PROPRIETARY International expansion bakkt 72#75GROWTH STRATEGY INTERNATIONAL EXPANSION CONFIDENTIAL AND PROPRIETARY NEAR-TERM MARKETS Australia Canada UK EU EXPANDING OUR CAPABILITIES Connecting global digital asset systems ENABLING GLOBAL SCALE Partnerships with worldwide footprint bakkt 73#76GROWTH STRATEGY EN M.M FREYBETE 13 10 niny CONFIDENTIAL AND PROPRIETARY 40855.37 495 hou Day Toy S AA A State IGAS IGAST V A NFTS |bakkt LA 74#77mim GROWTH STRATEGY/ NFTs EN CONFIDENTIAL AND PROPRIETARY 40855 CRYPTO & DIGITAL ASSET EXPERIENCE Custody Liquidity Asset management Day To PAD CAPABILITIES AS ENABLERS OF NFTs Secure Transparent Scalable platform ANATA OPPORTUNITIES WITH NEW & EXISTING PARTNERS Artists/creators Retailers Brands Consumers Investors Financial institutions bakkt 75#78GROWTH STRATEGY CONFIDENTIAL AND PROPRIETARY Connected loyalty ecosystems bakkt 76#79GROWTH STRATEGY CONNECTED LOYALTY ECOSYSTEMS CONFIDENTIAL AND PROPRIETARY Conversion Payments ****> ✦✦ bakkt Purpose Investing L Consumer at the center - engage across full spectrum Data- and tech-focused connectivity Personalized loyalty solutions at center of value creation Individual currencies exchanged and/or a common currency for promotion redemption |bakkt 77#80GROWTH STRATEGY CONFIDENTIAL AND PROPRIETARY Powering Central Bank Digital Currencies (CBDCs) bakkt 78#81GROWTH STRATEGY CONFIDENTIAL AND PROPRIETARY POWERING CBDCs INSTITUTIONAL-GRADE PLATFORM FRONT-END DEVELOPMENT Custody Processing Settlement Clearing T Secure by design, regulation at our core Consumer-facing app Partner and API capabilities bakkt 79#82Closing CONFIDENTIAL AND PROPRIETARY Gavin Michael Chief Executive O cer |bakkt 80#83CLOSING KEY THEMES L L CONFIDENTIAL AND PROPRIETARY Tapping into large unmet need across digital assets Digital asset native and secure by design as advantages to build scale ][ L JL Bakkt platform as the enabler across consumers, businesses and institutions Diverse revenue streams and multiple pathways to growth bakkt 81#84CONFIDENTIAL AND PROPRIETARY Thank you |bakkt 82#85Q&A CONFIDENTIAL AND PROPRIETARY Gavin Michael Chief Executive O cer Drew LaBenne Chief Financial O cer 83#86APPENDIX: RISK FACTORS SUMMARY 1. Bakkt's business model is newly developed, untested and continually evolving and may encounter additional risks and challenges as it grows and changes. 2. Bakkt's platform is still under development and is largely untested. Any failure by Bakkt to successfully execute on the development of its platform would have an adverse e ect on its business, nancial condition and results of operations. 3. If Bakkt is unable to add additional functionalities and digital assets to its platform, Bakkt's prospects for future growth may be adversely a ected. 4. Bakkt has a limited operating history and a history of operating losses, which makes it di cult to forecast Bakkt's future results of operations. Further, Bakkt may not achieve or sustain pro tability in the future. 5. The estimates of market opportunity and forecasts of market growth included in this proxy statement/prospectus and elsewhere, may prove to be inaccurate, and even if the market in which Bakkt competes in achieves the forecasted growth, Bakkt's business could fail to grow at similar rates, if at all. 6. Substantially all of Bakkt's net revenues each quarter come primarily from transactions during that quarter, which may result in signi cant uctuations in Bakkt's operating results that could adversely a ect Bakkt's business, nancial condition, results of operations, and cash ows and may not fully re ect the underlying performance of its business. 7. Sales e orts to large enterprise and loyalty partners involve risks that may not be present or that are present to a lesser extent with respect to sales to smaller organizations. If Bakkt is unable to attract additional enterprise or loyalty partners and retain and grow its relationships with its existing enterprise or loyalty partners, Bakkt's business, results of operations, nancial condition, and future prospects would be materially and adversely a ected. 8. Bakkt faces substantial and increasingly intense competition worldwide in the global loyalty, rewards, payment and investment industries. 9. If Bakkt fails to promote, protect, and maintain its brand in a cost-e ective manner, Bakkt may lose market share and Bakkt's revenue may decrease. 10. If Bakkt fails to maintain a consistently high level of user satisfaction and trust in its brand, its business, results of operations, nancial condition, and future prospects would be materially and adversely a ected. 11. Bakkt relies on ICE in several aspects of its business, which creates additional risk. CONFIDENTIAL AND PROPRIETARY 12. Bakkt relies on third parties, over which it has no control, in many aspects of its business which creates additional risk, including risks related to the failure of third parties to provide various services that are important to Bakkt's operations or to comply with legal or regulatory requirements. 13. If the availability of Bakkt's platform does not meet its service level commitments, Bakkt's current and future revenue and reputation may be negatively impacted. 14. If Bakkt cannot keep pace with rapid technological developments to provide new and innovative products and services, the use of Bakkt's products and services and, consequently, Bakkt's revenues could decline. 15. If a large percentage of Bakkt's revenue is concentrated with a small number of enterprise and/or loyalty partners, the loss of any such enterprise or loyalty partner would materially and adversely a ect Bakkt's business, results of operations, nancial condition, and future prospects. 16. Bakkt's failure to correctly cause the settlement of transactions running through Bakkt's platform, or the failure of a third-party to correctly follow instructions regarding settlement of such transactions, could harm Bakkt's business. 17. If Bakkt experiences rapid growth, it may place signi cant demands on Bakkt's operational, administrative, and nancial resources and it may be di cult to sustain such growth. 18. Acquisitions, strategic investments, partnerships, or alliances could be di cult to identify, pose integration challenges, divert the attention of management, disrupt Bakkt's business, dilute stockholder value, and adversely a ect Bakkt's business, nancial condition, and results of operations. 19. The Company's ability to be successful following the Business Combination will depend upon the e orts of the Company Board and Bakkt's key personnel. The loss of or failure to adequately integrate such persons could have a material adverse impact on the Company's business following the Business Combination. 20. The Company may have to constrain its business activities to avoid being deemed an investment company under the Investment Company Act. 21. The unaudited pro forma nancial information included in the section entitled "Unaudited Pro Forma Condensed Combined Financial Information" may not be representative of the Company's results if the Business Combination is completed. 84