#1{ \<>> | <> / bakkt VICTORY PARK CAPITAL ooo O OC Oooo#2Important Notice This investor presentation this "Presentation") is 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 ("") and Bakk Holdings, LLC, taken together with its subsidiaries (Baiks"). The information contained herein does not purport to be all-inclusive and none of VIH, Bakit 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 recipients evaluation of Bak or VIH. The information contained herein is preliminary and is subject to change and such changes may be material. This Presentation does not constitute 10 a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the proposed Business Combination or is an offer to sell, a solicitation of an offer to buy, or a recommendation to purchase any security of VIH, Blakst, or any of their respective aftais nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation of sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of section 10 of the Securities Act of 1933, as amended 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 You should not construe the contents of this Presentation as legal, tax, eccounting or investment advice or a recommendation. You should come 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. No secunties commission or securities regulatory authority in the United States or any other jurisdiction has in any way passed upon the merits of the Business Combination or the accuracy or adequacy of this presentation Forward Looking Statements Certain statements in this Presentation may be considered formand looking statements Forward looking statements generally relate to future events or Vorsor Batar's future financial or operating performance. For example, projections of future Total Revenus Total Revenue Less Transaction Besed Expenses, Adjud 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", "anticipats", "believe", "predict", "potential" or "continue", or the negatives of these terms or variations of them or similar teminology. Such forward-looking statements are subject to risks, uncertainties, and other factors which could cause actual results to differ materially from those expressed or implied by such forward looking statements. These forward-looking statements are based upon estimates and assumptions that while considered reasonable by VIH and its management, and Bekkt and its management, as the case may be, are inherently uncertain Factors that may cause actual results to effer materially from current expectations include, but are not limited to inability to meet the closing conditions to the Business Combination, including the occurrence of any event, change or other circumstances that could give rise to the termination of the definitive agreement the inability to complete the proposed business combination due to the failure to obtain approval off Vra shareholders, the inability to consummate the contemplated debt financing the failure to achieve the minimum amount of cash available following any redemptions by VH shareholders or the failure to meet the national stock exchange's fating standards in connection with the consummation of the Business Combination: (0 costs related to the Business Combination: (va delay or failure to realize the expected benefits from the Business combination vis related to disruption of management time from ongoing business operations due to the Business Combination vil the impact of the ongoing COVID-19 pendemic vill changes in the market in which Bakkd competes, including with respect to its competitive landscape, sechnology evoluten or regulatory changes (vio changes in the markets that Bakkt targets; dad risk thet Bakkt may not be able to execute its growth strategies, including identifying and executing acquisitions: Dxd risks relating to data security: txi) risk that Bakkt may not be able to develop and maintain effective internal control and Ixil other risks and uncertainties set forth in the sections entitled Risk Factors and Cautionary Note Regarding Forward-Looking Statements in V's final prospectus relating to its initial public offering daned September 22, 2000 and in subsequent fings with the US Securities and Exchange Commission (the "SEC. 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 VH nor Bakit undertakes any duty to update these forward-looking statements Financial information The financial information contained in this Presentation has been taken from or prepared based on the historical financial statements of Bakkt for the periods presented. An audit of these financial statements is in process. Financial Measures This Presentation includes certain financial measures not presented in accordance with U.S. generally accepted accounting principles ("GAAP) including, but not limited to, Total Revenue Less Transaction-Based Expenses Adjusted EBITDA and certain ration and other metrics derived therefrom. These non-GAAPfinancial measures are not measures of financial performance in accordance with GAAP and may exclude items that are significant in understanding and assessing Bakit's financial rests. Therefore, these measures should not be considered in isolation or as an alternative to net income, cash flows from operations or other measures of profitabioty, quidity or performance under GAAP. You should be aware that Bakker's presentation of these measures may not be comparable to similarly oed measures used by other companies, Bakkd defines Total Revenue Less Transaction Based Expenses as GAAP Revenue less transaction-based expenses, is comprised of amounts paid to purchase cryptocurrency. Bakkt defines Adjusted EBITDA as earnings before interest, taxes, depreciation and amortization, further adjusted to add-back non-cash compensation, amortization of parent equity contribution and any non recurring items. These non GAAP measures are an addition, and not a subattute for or superior to measures of financial performance prepared in accordance with GAAP and should not be considered as an alternative to net income, operating income or any other performance measures derived in accordance with GAAP. Bakit believes these nen GAAP measures of financial results provide useful information to management and investors regarding certain financial and business trends relating to Batar's financial condition and results of operations Bakit believes that the use of these non-GAAP financial measures provides an additional tool for investors 30 use in evaluating ongoing operating results and trends in and in comparing Baars financial measures with other similar companies, many of which present similar non-GAAP financial measures to investors. These non GAAP financial measures are subject to inherent limitations as they reflect the exercise of judgments by management about which expense and income are excluded or included in determining these non GAAP financial measures. This Presentation also includes certain projections at non-GAAP Snancial measures. Due to the high variability and difficulty in making accurate forecasts and projections of some of the information excluded from these projected measures, together with some of the excluded information nor being ascertainable or accessible, Bakkt is unable to quantify certain amounts that would be required to be included in the most directly comparable GAAP financial measures without reasonable effort. Consequently, no disclosure of estimated comparable GAAP mesures is included and no reconciation of the forward looking non-GAAP financial measures is included Accounting for Cryptocumency Transactions The accounting for revenues from crypocumency transactions is oumenty under review and subject to change. Revenues and costs routing from cryptocurrency transactions are reflected on a gross basis in this ustration 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 very materially from this presentation Use of Projections This Presentation contains financial forecasts with respect to Bakir's projected financial results, including Total Revenue Total Revenue less Transaction-Based Expenses and Adjusted EBITDA, for akkr's fiscal years 2021 though 2025. Neither Vs nor akkr's independent auditors have audited, reviewed, complied 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 financial information, including the projected informasen, was prepared in be relied upona. no as the prospective financy of significa economicted inve risks and information, Inclusion of the prospective financial information in this Presentation should not be regarded as a representation by any person that the results contained in the prospective financial information will be achieved. Industry and Market Dat In this Presentation, VI and Bakit nely on and refer to certain information and statistics obtained from third-party sources which they believe to be reliable. Neither V4 nor Bakt has independently verified 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 Sorely for convenience, some of the trademarks, service marks, ade names and copyrights referred to in this Presentation may be listed without the TM SM. (el. or TM symbols, but V 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 Additional Information In connection with the proposed Business Combination VI intends to file a registration statement the Registration Statement with the SEC, which will include a proxy statement prospectus and certain other related documents, which will be the pray statement to be distributed to holders of V's ordinary shares in connection with Vr's solicitation of proxies for the vote by V's shareholders with respect to the Business Combination and other matters as may be described in the Registration Statement Vr's shareholders and other interested persons are advised to read, when available. The preliminary proxy statement prospectus included in the Registration Statement and the amendments thereto and the definitive prawy statement prospectus, as these materials will contain important information about the parties to the Business Combination agreement, V, Bakkt and the Business Combination. After the Registration Statement is declared effective, the definitive proxy statement prospectus will be mailed to virs shareholders as of a record dute so be established for voting on the Business Combination and other matters as may be described in the Registration Statement Shareholders will also be able to obtain copies of the prowy statement prospectus and other documents fled with the SEC that will be incorporated by reference in the proxy statement prospectus without charge, once available, et the SEC's web site at www.sec.gov.or by directing a request to: VIH Impact Acquisition Holdings. 150 North Riverside Plaza Suite 5200, Chicago & 6060s Attention: John Martin Participants in the Solicitation V and its directors and executive officers may be deemed participants in the solicitation of proxies from V's shareholders with respect to the Business Combination. A list of the names of those directors and executive officers and a description of their interests in VS is contained in V's final prospectus nelating to its initial public offering dated September 22, 2020, which is available free of charge at the SEC's web site at www.sec.gov, or by directing a request to Vimpect Acquisition Holdings, 150 North Riverside Place, Suite 5200, Chicago, IL 60606 Amenden John Martin Additional information regarding the interests of such participants will be contained in the Registration Statement when available, Bakkr's directors and executive officers may also be deemed to be participants in the solicitation of proxies from the stockholders of VI in connection with the Business Combination. A list of the names of such directors and executive officers and information regarding their interests in the Business Combination will be included in the Registration Statement when available |bakkt 2#3Today's Presenters bakkt Gavin Michael Chief Executive Officer Nicolas Cabrera Chief Product Officer David Clifton VP M&A and Integration at ICE 33 years experience 21 years experience 18 years experience citi CHASE Ⓒ. Ice LLOYDS BANKING GROUP Westfield ebay PayPal PAUL HASTINGS. . Previously Head of Technology at Citi's Global Consumer Bank from 2016 to 2020 Head of Digital at Chase from 2013 to 2016 Chief Innovation Officer of Accenture from 2010 to 2013 Chief Information Officer of Lloyd's Banking Group's Retail Bank and a member of the Retail Bank Executive Committee from 2009 to 2010 Co-founder and SVP Product at OneMarket (Westfield Labs), the retail innovation group of Westfield, the world's largest listed retail property owner. From 2012 to 2019 based in San Francisco, California SVP Product Westfield Retail Solutions from 2009 to 2012, based in Sydney, Australia Head of Product and Digital at eBay and PayPal Australia/NZ, based in Sydney from 2004 to 2009 Currently a Network Advisor at Silicon Foundry and Interlace Ventures in San Francisco Serving as interim CEO of Bakkt since May 2020 Joined Intercontinental Exchange (ICE) in 2008 and currently serves as Vice President of M&A and Integration Over the last 12 years, has overseen the completion of numerous deals, including the 2013 acquisition of NYSE Euronext, along with other global strategic initiatives Contemplated to be on Bakkt Board of Directors#4Overview of Victory Park Capital (VPC) VPC Impact Acquisition Holdings (VIH) was sponsored by VPC Established Alternative Investment Manager . Founded in 2007, Victory Park Capital (VPC) is a privately held SEC-registered (¹) global alternative investment firm • VPC has invested $6.0+ billion in over 115 transactions globally since inception Strong Track Record of Investing in FinTech • VPC is an active FinTech investor, having executed over 50 transactions since inception with some of the largest global FinTech companies . • Executed transactions within key segments of the FinTech landscape including digital lending, payment processing, buy now pay later, insurance technology, real estate technology and digital investment management $6.0+ Billion Invested since 2007(2) 50+ FinTech Transactions bakkt 115+ Transactions Across five continents(2) 50+ Transactions With Financial Sponsors and Venture Capital (VC) Partners 40+ Professionals Across four U.S. cities 20+ Years Average relevant experience for Senior team (1) Registration with the SEC does not imply a certain level of skill or training. (2) Represents transactions across all VPC strategies, including, but not limited to FinTech investing. VICTORY PARK CAPITAL Bakkt is an ideal partner for VIH meeting our key acquisition criteria Differentiated High Growth FinTech Meaningful Barriers to Entry Strong Unit Economics Capital Inflection Point Best-In-Class Management Team Strong Risk Management Promotion of Financial Inclusion#5Transaction Summary Transaction Highlights Transaction Overview Valuation / Pro Forma Ownership Sources and Uses of Funds Fully Funded Plan bakkt • VPC Impact Acquisition Holdings (Ticker: VIH), a Cayman Islands company, is a FinTech-focused publicly traded Special Purpose Acquisition Company (SPAC) with $207 million in cash to be deployed • VIH has entered into a definitive agreement to combine with Bakkt, a company majority-owned by Intercontinental Exchange (Ticker: ICE), in an UP-C structure • PIPE size is $325 million . - Anchored by $50 million commitment from ICE Implies a $2.1 billion post-merger enterprise value • 78% Bakkt rollover shareholders (100% equity rollover), 12% PIPE investors, 8% SPAC public investors, 2% SPAC sponsor - ICE: 65% pro forma economic interest and minority voting interest The combination of SPAC trust account proceeds (assuming no redemptions) and the PIPE investment is expected to provide Bakkt with $57401) million of pro forma cash to accelerate growth of the business, notably of its consumer product application, and for general working capital purposes App available on an invite-only basis (100,000 active users(2) with a pipeline of 350,000 users waiting to be turned on), widespread rollout of the consumer app is slated for Q1 2021 • 100% rollover by existing Bakkt shareholders, including ICE • No additional equity capital requirements anticipated between closing and achieving positive cash flow, which is expected in 2023 (1) Pro forma cash includes $02 million of cash on Bakkt balance sheet. Minimum cash condition is $425 million. (2) Active users are users which have connected their bank account to the Bakkt App.#6Overview of ICE ICE has a market cap of $65 billion(¹) and is a global market infrastructure provider with a history of developing and implementing leading technologies • ICE operates exchanges, clearinghouses, and listing venues for the financial markets alongside offering data-driven technology services to support the trading, lending, investment, risk management, and connectivity needs of customers By combining world-class technology with leading data services and operating expertise, ICE adds transparency which enables customer efficiency gains that advance its networks and value proposition Fixed Income data & analytics offerings, execution, credit default swap (CDS) clearing and other multi-asset class data and network services bakkt Fixed Income & Data Services 28%(21 Sources: S&P Capital 10, company Slings. (1) As of January 8, 2021. (2) Exchanges 55%(2) Ice Exchanges includes the ICE global futures network, New York Stock Exchange and various data services Mortgage Technology 17%(2) Mortgage services ecosystem with end-to-end network aimed at identifying and solving inefficiencies in the U.S. mortgage market Past Experience Reimagining Ecosystems MERS Ice CLEAR EUROPE Ice CLEAR CREDIT ICE ETF Hub Represents percentage of revenue based on trailing 12 months ending 9/30/20 and pro-forms for Ellie Mae, which closed on September 4, 2020 Reflects segments introduced by ICE in December 2020 and detailed in the New Business Segment Primer published for investors.#7Bakkt Has Strong Institutional Support Bakkt is currently 81%(¹) owned by ICE but also maintains marquee strategic and venture capital stakeholders including Boston Consulting Group, Microsoft's M12, Starbucks and PayU . In building this platform, ICE and minority investors have contributed more than $880 million of capital and assets to date, leveraging ICE's leading competency of creating and operating market infrastructure ICE is rolling 100% of its equity stake and has anchored the PIPE with a $50 million commitment Pro forma $574 million (2) cash to accelerate growth . . $880+ Million of Capital & Assets Invested Investment (Smm) $183 $400 Series A - Cash invested Series A - ICE asset contribution Series B - $39.2mm of cash invested and contribution of $260.8mm of B2S assets acquired by ICE Total $300 $883 Notable Stakeholders BCG (1) Represents ownership on a fully-diluted basis. bakkt 2 Pro forma cash includes $92 million of cash on Bakkt balance sheet. Minimum cash condition is $425 million Ice Payu Represents ICE pro forma economic interest, ICE's effective voting interest will be below 50% Represents ownership on a fully-diluted basis Pro Forma Ownership PIPE 12% VIH Public Shareholders 8% VIH Founder Shares 2% ICE Pro Forma Ownership 65% Bakkt Equity Holders 78%#8Investment Highlights 1 bakkt bakkt Unlocking massive market by empowering monetization and adoption of digital assets Increased digital adoption + embedded finance 2 Transformative consumer marketplace with internet economics Commerce enablement + payments + markets integrated & extensible platform 4 3 A trifecta of advantages fueling competitive differentiation Digital asset native + unrivaled cost structure + regulatory compliance Superior economic model with scale, growth and profitability Diversified revenue streams + path to positive cash flow with no additional capital required post financing 5 Experienced, proven management team backed by ICE Continued ICE ownership-drives market credibility and history + regulatory and industry expertise#9Digital Assets Driving a New Dynamic Economy Scope A digital asset is a store of value that can be used as a medium of exchange, and offers purchasing power for goods & services bakkt (1) Total Addressable Market Digital Assets 8 $444 Digital currency (for payments) Loyalty points/miles Gift cards In-game assets Cryptocurrency Stocks / derivatives New, Emerging Economy + High TAM(¹) valuation with significant growth + Empowerment of consumer + Increase in digital assets used as currencies + Growing adoption of digital assets for payment + Increase in consumer engagement across digital channels + COVID-19 pandemic has accelerated the demand, adoption and innovation for digital solutions#10Large and Growing Market Massive SAM(1)... Gift Cards Cryptocurrency (4) Loyalty Points/Miles In-Game Assets) -$1.6tn $703bn $564bn $316bn $50bn -26% CAGR Cryptocurrency (4) Gift Cards Loyalty Points/Miles) In-Game Assets 2020 (1) Serviceable Addressable Market. Dollar ($) amounts represent notional amounts, not aggregate revenue (2) Total Addressable Market Dollar ($) amounts represent notional amounts, not aggregate revenue. Allied Market Research 03 -$5.1tn $3tn $1.4tn $599bn ...With an "Unbounded" TAM(2) $88bn 2025 (4) 2020 estimate based on CoinMarketCap, Global crypto market cap as of December 14, 2020, 2025 estimate based on projections from ARK, Investment Management, LLC. bakktManagement estimates based on 2020-2024 data from infiniti Research (Management estimates based on relevant industry data International Increased asset class digitization Increased retail participation Equity and fractional share trading 10#11Bakkt Is Unlocking The Value of Captive Digital Assets for Everyday Use Key Challenges Untapped captive value Potential not fully leveraged Limited fungibility of digital assets Exchange not commoditized and complex to implement Payment limitations Existing payment systems have structural barriers and risks Consumer engagement & loyalty Increasing adoption, but participation still a challenge bakkt Sources: Allied Market Research, CoinMarketCap, and other relevant industry data Value Unlocked by Bakkt Wh Digital assets as new types of currency Increasing use as tender for payments Creating marketplaces with embedded ecosystems Unlocking captive consumer spending power Regulation / Anti-Money Laundering / Know Your Customer Financial / bank adoption 11#12bakkt Introduction to Bakkt 12#13Bakkt at a Glance A digital asset marketplace with broad application History & Background Founded in 2018 to bring trust and transparency to digital assets $880+ million of capital and assets invested to date Started initially with cryptocurrency and continues to expand into the broader digital asset ecosystem Mission to help consumers and merchants maximize locked value of digital assets Backed by Intercontinental Exchange (ICE) Blue-chip strategic partners & investors Formation August 2018 bakkt Series Around December 2018 NYDFS approval to operate as a custodian of Bitcoin deposits August 2019 Early 2019 Acquired Digital Asset Custody Company to enhance custody capabilities, and Rosenthal Collins Group, a futures commission merchant, to broaden institutional trading capabilities bakkt Launch of Bakkt Bitcoin Options and cash-settled Bakkt Bitcoin Futures December 2019 September 2019 Launch of Bakkt Bitcoin Futures November 2019 NYDFS approves Institutional Custody: launch of Bakkt Bitcoin Institutional Custody Value Proposition Empowers consumers to use their digital assets for everyday spending Improves customer engagement while reducing merchant payment acceptance costs Reduces merchant and loyalty sponsor reward liabilities Series B round: integration with Starbucks March 2020 February 2020 ICE acquires Bridge2 Solutions (B2S), a loyalty solutions provider, and contributes to Bakkt as part of Series B round App enters production on an invite-only basis October 2020 September October 2020 Consumer App beta launch Q1 2021 Full-scale App rollout 13#14Intuitive Consumer User App Interface Demo bornt Craphe All digital assets, all in one place. bakkt Link to referenced video: https://vimeo.com/481299242 $4,500.00 Portfolio Overview Crypte $3,000.00 80,000 App Video) Password: 1119 BakktCard Rewards 80,000 Points Add a Rewards Account All Categories My Reward Accounts American Airlines citibank 14#15Seamless Aggregation, Conversion and Monetization of Digital Assets for Everyday Use bakkt Aggregate Digital Assets In-Game Crypto Miles Rewards Cash Equities Convert Among Assets b Spend Anywhere Pay In-store Purchase Online Redeem P2P 15#16Competitive Edge in an Already Disruptive Ecosystem Bakkt is competitively advantaged against peers, creating a sustainable moat Robinhood $12BN13) honey $4BN(3) Kraken $4BN(4) Found 2011 $ Cash App $38BN(¹) bakkt Source: Pitchbook (4) Source: Coindesk b stripe $36BN(3) (1) Based on sum of the parts valuation of parent company by broker research (2) Market capitalization as of January 8, 2021. venmo $20BN afterpay $25BN2) coinbase $8BN(3) chime $15BN(3) Key Bakkt Differentiators Regulated platforms across trading, clearing, custody and payments build confidence and instill trust across the ecosystem Powerful partnerships and integrations with loyalty sponsors, global financial institutions and leading retail brands Continued backing by ICE provides market credibility and industry expertise Structural exchange and payment processing cost advantages lead to defensible pricing moat against competitors; Bakkt users can trade bitcoin at a 50% cost reduction compared to Coinbase Digital asset native, unlike competitors (e.g. PayPal or Square) 16#17More Capabilities Than Current Competitors Digital Asset Aggregation Digital Asset Native Apple™ Rewards Store Value Card Reload Gift Card Rewards/Sales Travel Redemption Loyalty Aggregation Pay with Points Crypto Wallet Bid/Ask Crypto Exchange Digital Asset Cash Conversion Experiential Redemptions Crypto Trading Virtual Debit Card Equity Trading Coupons / Cash Back Rewards bakkt Source: Company websites. Note: Based on publicly available information. bokkt ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ Robinhood coinbase Available Square Cash App 2021 Roadmap PayPal Rakuten (1) Bakkt does not presently plan to offer the consumer app to Hawail 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. Additionally, Bakkt does not yet offer the app in New York but expects to do so in the near future upon obtaining the necessary licenses. Available Bitcoin can be redeemed for cash. (2) Revolut 17#18Regulated, Secure and Trusted Crypto Custody Bakkt's trusted digital asset ecosystem, leveraging ICE's robust platform of security protocols, makes Bakkt the preferred marketplace for a growing number of institutional Bitcoin investors SOPHISTICATED CYBERSECURITY PROGRAM • 24x7 security operations and incident response • Deep integration with law enforcement and national coordination centers • Proactive threat hunting + red teaming DISASTER RESILIENCY Geographically distributed bank- grade vaults + data centers . Dedicated fiber connectivity using ICE Global Network bakkt Secondary facilties capable of supporting all production workloads MULTI-ZONE PHYSICAL SECURITY • 24x7 armed security • ICE-owned operational facilities • Regular penetration tests and security audits CO OPERATIONAL SECURITY • Separation of duties with different reporting structures • Obfuscated identities for critical roles • Insider threat and anti-collusion controls DEEP FREEZE STORAGE CAPABILITES Institutional-Grade Custody Fortune 500 company backing New York State Department of Financial Services (NYDFS) regulated custodian $125M insurance policy covering both warm and cold wallets Bank-level AML/KYC policies, paired with extensive blockchain surveillance Regular financial, security and operational control audits, including SOC certifications 18#19Unparalleled Infrastructure REDEEM & CONVERT SPEND & PAY travel "white label redemption websites PLATFORMS loyalty integrations purchase/ redemptions loyalty pay & virtual card INFRASTRUCTURE 3 party loyalty direct integrations bakkt direct payments deals & rewards sms & email mag compliance controls loyalty pay mobile / web apps "powered by" travel redemption direct pay /virtual card real time digital assets exchange digital asset aggregation & conversion payment api SEND anti-fraud transmitting bitcoin gift cards partners & merchant operational & data portals cash loyalty points and rewards identity management settlement & banking integration support TRADING(¹) futures ledgering securities broker/dealer custody asset redemption & conversion commerce & payment trading Note: Bakkt does not presently plan to offer the consumer app to Hawail 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. Additionally, Bakkt does not yet offer the app in New York but expects to do so in the near future upon obtaini the necessary licenses. (1) Trading is executed through ICE's platform 121 Part of Bakkr's 2021 roadmap but not currently functional (3) Under future consideration but not currently functional. options buy / sell trading lending internal market maker 19#20Value Creation Driven by Partnerships Partially Integrated Financial Institutions PNC citi Fully Integrated • 200+ gift card merchants including Home Depot, Xbox, Subway • 30+ "view only" loyalty sponsors including JetBlue, Alaska, Chipotle, Domino's and Discover Rewards bakkt Direct Payment Integration fiserv./clover Travel and Entertainment allegiant CHOICE Everyday Consumer Spend BEST BUY In Advanced Discussions • Apple • 3 of the top 5 US Financial Institutions • 2 of the top 6 US Airlines • 5 of the largest Hotel Loyalty Partners • 3 of the 5 largest QSR's • 5 large merchants in everyday consumer spend Confirmed Strategic Interest Remaining 4 major US Airlines • 3 of the largest Hotel Loyalty Partners . Over 250 loyalty and merchant partners currently accessible 20#21Multiple Sources of Revenue Bakkt has a diverse revenue generation model that can monetize transactions through multiple revenue streams Payments Merchant Discount Rates Spread Credit Card Points Airline Miles Convert into $1,000 of Cash Hotel Loyalty Points a. Bakkt earns 2% per transaction fee as revenue b. Revenue booked as $20, all of which flows to Revenue Less Transaction-Based Expenses c. Consumer has $980 of cash to transact at their discretion within the app, or withdraw in cash d. Conversion assumptions may be dependent upon the consumers' status (i.e. Silver vs. Platinum, in case of Delta) Trading Contract Value Spread Transaction Foos Subscription Fees Consumer uses $1,000 of Cash Invests in Bitcoin Transaction Examples a. b. Revenue booked as $1,000, flowing through to $20 of Revenue Less Transaction-Based Expenses c. Consumer has $988 of Bitcoin Bakkt earns 2% spread on each Bitcoin trade Conversion Transaction Fees Spread Converts $1,000 of Bitcoin back into Cash In order to purchase a TV from Best Buy a. Bakkt earns 2% spread once again on the Bitcoin trade b. Revenue booked as $1,000, flowing through to $20 of Revenue Less Transaction-Based Expenses c. Consumer has $988 in cash Transaction Fees P2P Consumer purchases TV for $1,000 through Best Buy's page on the Bakkt app a. Bakkt earns 0.5% merchant discount rate = $5 b. Leaves margin to invest in consumer engagement e. Revenue booked as $5, all of which flows to Revenue Less Transaction-Based Expenses d. Consumer pays $1,000 for TV Note: Revenue descriptions are consistent with the accounting for revenue outlined on slide 21 (1) Conversion rate from loyalty to cash subject to partner terms. bakkt Bakkt anticipates earning 1.25% of spread revenue from each party on a bilateral Bitcoin transaction 6e, 2.50% of total spread revenue from the buyer and seller). Management projections assume an average 2.0% total revenue spread to reflect the potential variability of spread income and capture any potential unilateral transactions. (3) Assumes 1.25% of spread revenue earned from either the buyer or seller. (4) Any gains from Bitcoin investing subject to tax withholding. 21#22Powerful Flywheel Effect Loyalty Sponsor Value Proposition • Increased program engagement and new engagement opportunities • More redemption options for customers at a lower cost to partners • Loyalty liability optimization • Regulatory compliance backed by ICE • Access to entire ecosystem with a single integration bakkt bakkt Single integration for a universal wallet Consumer Value Proposition • Unlock value of captive assets • Digital asset aggregation and increased spending power • Instant liquidity Exclusive deals . Significantly lower transaction fees relative to interchange fees • New customer reach and increased engagement Driving e-commerce growth through increased conversion Merchant Value Proposition Decreased loyalty liabilities through expanded redemption options 22#23Tangible Growth Opportunities User growth bakkt Increased usage and technology adoption H Partnerships International expansion Near-term markets: Canada Australia UK OF New products and platform enhancements Crypto lending / digital asset collateralization Data monetization 44 23#24Seasoned Leadership Team Gavin Michael Incoming CEO Gavin Michael joins Bakkt from Citi, where he had Chief Executive Officer been the Head of Technology at Citi's Global Consumer Bank since 2016. Previously he served as Head of Digital at Chase from 2013 to 2016, Chief Innovation Officer of Accenture from 2010 to 2013 and as Chief Information Officer of Lloyd's Banking Group's Retail Bank and a member of the Retail Bank Executive Committee from 2009 to 2010. Adam White President Marc D'Annunzio General Counsel Doug Hadaway Chief Financial Officer bakkt Adam White joined Bakkt in November 2018 as President. He previously served as the Vice President and General Manager of Coinbase, where he was the 5th employee. Before Coinbase, Adam also held roles at Activision Blizzard and Bain and Company; and served in the U.S. Air Force. Mare is the General Counsel for Bakkt and has deep experience in securities law, M&A and international regulatory matters in the payments industry. He leads Bakkt's management of legal, regulatory, compliance and governance matters. Prior to Bakkt, Marc was with the Atlanta office of Alston & Bird, where he practiced in its Payments Group. Doug joined Bakkt as CFO from Bridge2 Solutions in March 2020. At Bridge2, Doug was CFO and a Board Member. Prior to Bridge2. Doug held C Suite positions at MFG.com (CFO & COO), Multicast Media Technologies (CFO & VP Operations), Marketworks (CEO & CFO). Synchrologic (CFO) and Netzip (CFO). During these roles, Doug oversaw many successful exits, capital raises and acquisitions and led international expansion and operations across European and Asian markets. Nicolas Cabrera Chief Product Officer Christopher Petersen Head of Business Development Matthew Johnson Chief Technology Officer Nicolas serves as Bakkt Chief Product Officer, responsible for leading both 828 and B2C product strategy, customer experiences, go-to- market execution and partner integrations on the Bakkt app and platforms. Prior to joining Bakkt, Nicolas served as co-founder and SVP Product at OneMarket (Westfield Labs), the global retail innovation group from 2012 to 2019. Nicolas was also the SVP Product at Westfield Retail Tech Solutions responsible for the development and launch of global payment solutions for major retailers. He previously led Product and Digital for eBay and PayPal in Australia/NZ from 2004 to 2009. Nicolas is a Network Advisor at Silicon Foundry and Interlace Ventures in San Francisco. As Head of Business Development, Chris is responsible for establishing key relationships with merchants and other enterprise participants in the Bakkt app ecosystem. Chris previously worked in Product Strategy for Google, ran Operations for FIS and founded 1080Payments, a platform that helped FinTechs design, develop and deploy solutions. As CTO of Bakkt, Matthew oversees Infrastructure, Innovation, Payments Architecture, Information Security and Technology Operations. Prior to joining Bakkt, Mathew served as a Board Member for Digital Asset Research and as Co-founder and Chief Product Officer at Digital Asset Custody Company, a cryptocurrency custodian for hedge funds, ICO issuers, and other institutions. 24#25bakkt Financial Performance 25#26Compelling Projected Financial Profile Active Users(1) (2025E) 30+ million Total Revenue per Active User(1) bakkt (2025E) $210 Unique Sign-Ups (through 2025E) 46+ million Total Revenue Less Transaction-Based Expenses (2025E) $515 million Active User Growth(¹) (2021E-2025E CAGR) 36% Total Revenue Less Transaction-Based Expenses (2021E-2025E CAGR) 75% Customer Acquisition Cost(2) (2025E) -$7 Adjusted EBITDA Margin (2025E)(3) 55% Note: The accounting for revenues from cryptocurrency transactions is currently under review and subject to change. See "Accounting for Cryptocurrency Transactions on side 2. Figures are based on management estimates Projections assume a January 1, 2021 transaction closing date and related funding for execution of growth strategy. (1) Active users defined as users who have opened an account and linked it to their bank account. (2) Calculated as the sum of marketing spend and incentives over new users for the period. (3) Measured as Adjusted EBITDA divided by Total Revenue Less Transaction-Based Expenses 26#27Projected User Growth Conservative growth assumptions given increasing digital asset adoption today versus 2015 active users (M)(¹ 0 2020 bakkt 9 bakkt 18 23 27 31 2021E 2022E 2023E 2024E 2025E 1 1 1 1 1 Robinhood active users (M) 3 2015 2016 2017 2018 Sources News sources, company announcements and presentations Note: Projections assume a January 1, 2021 transaction closing date and related funding for execution of growth strategy. (1) Figures are based on management's estimates 10 13 2019 1H 2020 $ Cash App active users (M) 2015 2016 2017 15 2018 24 2019 30 1H 2020 27#28Projection Summary (S millions) Transaction Crypto Buy/Sell2 Subscription and Services Other Total Revenue % YoY Growth Transaction-Based Expenses 2) Total Revenue Less Transaction-Based Expenses % YoY Growth Operating Expenses Operating Income (+) D&A EBITDA % YoY Growth Adjustments (+) Parent Equity Contribution Amortization (+) Non-Cash Compensation Adj. EBITDA % of Total Revenue Less Transaction-Based Expenses % YoY Growth Projected Financials 2021E bakkt Includes the asset value of cryptocurrency. $16 849 22 1 $889 (3) Does not reflect anticipated non-cash compensation granted to incoming CEO (834) $55 ($259) (204) 20 ($184) 10 5 ($169) N/A 2022E $137 2,863 26 4 $3,030 241% (2,806) $224 99% ($316) (92) ($46) N/A 18 5 ($23) N/A N/A 2023E $234 4,413 29 6 $4,681 55% (4,325) $357 59% ($331) 25 54 (1) Transaction revenue is shown net of Starbucks warrant amortization and parent equity contribution amortization, which are contra revenue items. $79 N/A 27 5 $111 31% N/A 2024E $294 5,410 30 7 $5,741 23% (5,302) $439 23% ($314) 125 56 $181 130% 34 5 $221 50% 98% 2025E $351 6,206 32 8 $6,597 15% (6,082) $515 179 ($320) 196 46 $242 33% Note: Projections assume a January 1, 2021 transaction closing date and related funding for execution of growth strategy. The accounting for revenues from cryptocurrency transactions is currently under review and subject to change. See "Accounting for Cryptocurrency Transactions on slide 2. There may be decimal differences due to rounding 38 5 $285 55% 29% CAGR 21E-25E 23E-25E 65% 75% 75% 60% 28#29Strong Unit Economics Annual Cohort Customer Acquisition Cost (CAC)(¹) $15 2020 $11 2021E $10 2022E $12 2023E $8 2024E $7 2025E Average Total Revenue Per Monthly Active User(2) $10 2020 $97 2021E $165 2022E Note: Figures are based on management's estimates. Projections assume a January 1, 2021 transaction closing date and related funding for execution of growth strategy. bakkt Calculated as the sum of marketing spend and incentives over new users for the period. Annual cohorts defined as new users in a calendar year. (2) Active users defined as users who have opened an account and linked it to their bank account. $198 2023E $206 2024E $210 2025E 29#30Investment Plan ($ millions) Personnel(¹) Marketing Technology D&A Other (2) Total . . . . Commentary Investment focused on data & analytics capabilities, engineering personnel and sales & marketing to drive growth Ability to flex variable cost structure Significant operating leverage . Projected Operating Expenses 2021E 2022E $103 106 19 bakkt 20 11 $259 $120 117 26 41 12 $316 No additional investment anticipated to achieve positive cash flow, expected in 2023 Cost structure advantage, leverage ICE relationship and significant infrastructure investments to-date 2023E $129 102 31 54 15 $331 2024E $141 65 33 56 18 $314 Note: Projections assume a January 1, 2021 transaction closing date and related funding for execution of growth strategy. 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 incoming CEO, which is being finalized (2) Other includes professional fees, technology, occupancy, merchant processing fees, business insurance, risk and compliance services, intercompany charges-ICE, and other operating costs 2025E $156 60 36 46 21 $320 30#31bakkt Transaction Summary 31#32Illustrative Transaction Overview (Smillions, except per share figures) Sources & Uses(1) Amount 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 Amount $207 2,082 (1) Assumes no redemptions (2) ICE has committed $50 million to the PIPE transaction. (3) Minimum cash condition is $425 million (4) 325(2) $2,614 $2,082 50 48230 $2,614 8% 80% 12% 100% 80% 2% 18% 100% Note: The accounting for revenues from cryptocurrency transactions is currently under review and subject to change. See "Accounting for Cryptocurrency Transactions" on slide 2. Pro Forma Valuation(¹) Share Price Pro Forma Shares Outstanding Pro Forma Equity Value (+) PF Debt (-) PF Cash Pro Forma Enterprise Value Particulars Pro Forma EV / Total Revenue Less Transaction-Based Expenses 2022E 2023E 2024E 2025E Includes milion of cash on Bakit balance sheet. bakkt Represents ICE pro forma economic interest, ICE's effective voting interest will be below 50%. Represents ownership on a fully-diluted basis. Pro Forma Ownership PIPE 12% VIH Public Shareholders 8% VIH Founder Shares ICE Pro Forma Ownership 65% Amount $ 10.00 267 $2,666 Bakkt Equity Holders 78% (574)(4) $2,092 Multiple 9.3x 5.9x 4.8x 4.1x 32#33Growth and Margins Compare Favorably to Peers 75.2% bakkt ¹21E-25E CAGR Total Revenue Less Transaction- Based Expenses 55.3% bakkt "25E EBITDA Margin 18.5% 29.8% Revenue Growth CAGR ('20E-'22E) 29.4% Square 16.1% 57.9% '21E Adjusted EBITDA Margin(2) Square afterpay 17.0% afterpay 36.3% 12.7% Source Wall Street research as of January 8, 2021 Note: Peers are las shown from left to right Peypel NASDAQ PYPLI, Square (NYSE 501. AfterPay (ASKAPT) and Shopfly INYSE SHOP The accounting for revenues from cryptocurrency transactions is currently under review and subject to change See Accounting for Cryptocumency Transactions on slide 2. Estimates are based on broker and represent calendar years for all companies regardless of fiscal year Bakkt projections assume a January 1, 2021 transaction closing date and related funding for execution of growth strategy bakkt ve calculated as total revenue les transaction and biscoin costs 21 Measured as Adjusted EBITDA divided by Total Revenue Less Transaction-Based Expenses for Square represents adjusted EBITDA over total revenue less transaction and bitcoin costs. Per companies may calculate hos-GAAP measures such as Add EBITDA differently from how Blakk calculates its Adjusted EBITDA, which reduces its overall usefulness as a comparative measure 33#34Peer Valuation Perspective (Smillions) Median: 27.0x Median: 163.1x $275,159 PayPal 10.9x 36.7x $117,724 Square 27.3x Square 170.2x Square Enterprise Value EV/21E Revenue $25,564 afterpay EV /'21E Adjusted EBITDA (2) 26.6x afterpay 156.1x afterpay $137,403 35.4x 278.0x Source Market daca es of January 8, 201 Note: Peers are as shows from left to right) Pypal (NASDAQ PYPL Squae (NYSE 50). AfterPay (ASXAPT) and Shopfy (NYSE SHOP. Estimates are based on broker research and represent calendar years for all companies repardess of focal year Per bakkt companies may calculate non GAAP measures such as Adjusted EBITDA differently from how Bakit calculates its Adjusted EBITDA, which reduces its overall usefulness as a comparative measure. Revenue calculated as total revenue less transaction and bitcoin costs 121 Adjusted EBITDA represents EBITDA ater adjusting for certain non recurring deme or non-cash expenses such as stock sesed compensation Peer companies may calculate noe-GAAP measures such as Ajued EBITDA differently from how Bakit calculates Adjusted EBITDA, which reduces its overal usefulness as a comparative measure 34