Dave SPAC Presentation Deck

Risk Factors RISK FACTORS The below list of risk factors has been prepared solely for purposes of the proposed private placement financing (the "Private Placement") as part of the proposed business combination of VPC Impact Acquisition Holdings III, Inc. ("VPCC") and Dave Inc. (the "Proposed Business Combination"), and solely for potential investors in the proposed financing, and not for any other purpose. All references to "Dave," "we," "us" or "our" refer to the business of Dave Inc. and its consolidated subsidiaries. The risks presented below are certain of the general risks related to the business of Dave, the Private Placement and the Proposed Business Combination, and such list is not exhaustive. The list below is qualified in its entirety by disclosures contained in future documents filed or furnished by Dave and VPCC, with the U.S. Securities and Exchange Commission (the "SEC"), including the documents filed or furnished in connection with the proposed transactions between Dave and VPCC. The risks presented in such filings will be consistent with those that would be required for a public company in its SEC filings, including with respect to the business and securities of Dave and VPCC and the proposed transactions between Dave and VPCC, and may differ significantly from and be more extensive than those presented below. Investing in securities (the "Securities") to be issued in connection with the Proposed Business Combination involves a high degree of risk. Investors should carefully consider the risks and uncertainties inherent in an investment in us and in the Securities, including those described below, before subscribing for the Securities. If we cannot address any of the following risks and uncertainties effectively, or any other risks and difficulties that may arise in the future, our business, financial condition or results of operations could be materially and adversely affected. The risks described below are not the only ones we face. Additional risks that we currently do not know about or that we currently believe to be immaterial may also impair our business, financial condition or results of operations. You should review the investors presentation and perform your own due diligence prior to making an investment in Dave and VPCC RISKS RELATED TO DAVE'S BUSINESS ● ● ● ● ● ● ● We have historically incurred losses in the operation of our business. We may never achieve or sustain profitability. We operate in an uncertain regulatory environment and may from time to time be subject to governmental investigations or other inquiries by state, federal and local governmental authorities. For example, in May 2020, we received a Civil Investigative Demand (the "CID") from the U.S. Bureau of Consumer Financial Protection (the "CFPB"), the stated purpose of which is to determine whether there is or has been a violation of any laws enforced by the CFPB. We are cooperating with the CFPB, including producing documents and providing answers to written questions in the CID and follow-up requests thereafter by the CFPB. The CFPB has broad enforcement powers, and upon determining a violation of applicable law has occurred can order, among other things, rescission or reformation of contracts, the refund of moneys, restitution, disgorgement or compensation for unjust enrichment, the payment of damages or other monetary relief, public notifications regarding violations, limits on activities or functions, remediation of practices, external compliance monitoring and civil money penalties. At this time, we are unable to predict the outcome of this CFPB investigation, including whether the investigation will result in any action, proceeding, fines or penalties against us. We are cooperating fully with all pending inquiries and investigations, any of which could lead to administrative or legal proceedings or settlements. The cost of responding to investigations can be substantial and an adverse resolution to an investigation, including a settlement or consent order, may have a material adverse effect on our business, financial position, and results of operations us some or all of which may be material to our business and results of operations as well as our prospects. The application of traditional federal and state con sumer protection and consumer credit statutes and regulations to innovative cts offered by financial technology companies such as Dave is often uncertain, evolving and unsettled. To the extent that our products are deemed to be subject to any such laws, we could be subject to additional compliance obligations, including state licensing requirements, disclosure requirements and usury or fee limitations, among other things. Application of such requirements and restrictions to Dave's products and services could require us to make significant changes to our business practices (which may increase our operating expenses and/or decrease revenue) and, in the event of retroactive application of such laws, subject us to litigation or enforcement actions that could result in the payment of damages, restitution, monetary penalties, injunctive restrictions, or other sanctions, any of which could have a material adverse effect on our business, financial position, and results of operations. The financial services industry continues to be targeted by new laws or regulations in many jurisdictions, including the U.S. states we operate in, that could restrict the products and services Dave offers, impose additional compliance costs on Dave, render its current operations unprofitable or even prohibit its current operations. We are not currently subject to all of the regulations applicable to traditional banks. However, banking products made available through Dave by our bank partner remain subject to regulation and supervision by banking regulators and Dave, as a service provider to its bank partner, undertakes certain compliance obligations. If we were to become directly subject to banking regulations, our business model may need to be substantially altered and we may not be able to continue to operate our business as it is currently operated. Failure by us, or any of our business partners, to comply with applicable laws and regulations could have a material adverse effect on our business, financial position and results of operations. We are subject to governmental regulation and other legal obligations, particularly those related to privacy, data protection, and information security, and our actual or perceived failure to comply with such obligations could harm our business by resulting in litigation, fines, penalties, or adverse publicity and reputational damage that may negatively affect the value of our business, and compliance with such laws could also result in additional costs and liabilities to Dave or inhibit sales of our products. Fraudulent and other illegal activity involving our products and services could lead to reputational damage to us, reduce the use of our platform and services and may adversely affect our financial position and results of operations. Fraudulent activity involving our products may lead to customer disputed transactions, for which we may be liable under banking regulations and payment network rules. Our fraud detection and risk control mechanisms may not prevent all fraudulent or illegal activity. To the extent we incur losses from disputed transactions, our business, results of operations and financial condition could be materially and adversely affected. We obtain and process a large amount of sensitive data and any real or perceived improper or unauthorized use of, disclosure of, or access to such data could harm our reputation as a trusted brand, as well as have a material adverse effect on our business. A data security breach could expose us to liability and protracted and costly litigation, and could adversely affect our reputation and operating revenues. If we are unable to acquire new customers and retain our current customers or sell additional functionality and services to them, our revenue growth will be adversely affected. If we are unable to keep pace with the rapid technological developments in our industry and the larger financial services industry necessary to continue providing our users with new and innovative products and services, the use of our platform and other products and services could decline. We may not be able to scale our business quickly enough to meet our users' growing needs, and if we are not able to grow efficiently, our operating results could be harmed. Dave 33