MoneyLion SPAC Presentation Deck
DISCLAIMER
The information, including financial information, contained herein has not been finalized and is subject to change. This confidential presentation was prepared exclusively for the benefit and internal use of
the party to whom it is directly addressed and delivered in connection with the evaluation of a potential transaction (the "Business Combination") between Fusion Acquisition Corp. ("Fusion") and MoneyLion
Inc. ("MoneyLion" or the "Company"). Any further distribution or reproduction of this presentation, in whole or in part, or the divulgence of any of its contents, is unauthorized. By accepting the presentation,
each recipient agrees to maintain the confidentiality of the information contained herein in accordance with the confidentiality undertaking previously provided to Fusion. To the fullest extent permitted by
law, in no circumstances will MoneyLion or Fusion or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be responsible or
liable for any direct, indirect or consequential loss or loss of profit arising from the use of this presentation, its contents, its omissions, reliance on the information contained within it or on opinions
communicated in relation thereto or otherwise arising in connection therewith. Industry and market data used in this presentation have been obtained from third-party industry publications and sources as
well as from research reports prepared for other purposes. Neither Money Lion nor Fusion has independently verified the data obtained from these sources and cannot assure you of the data's accuracy or
completeness. This data is subject to change. In addition, this presentation does not purport to be all-inclusive or to contain all of the information that may be required to make a full analysis of MoneyLion
or the proposed business combination of Fusion and MoneyLion (the "Business Combination"), and none of Fusion, the Company or their respective affiliates or representatives makes any representation or
warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this presentation, and the recipient disclaims any such representation or warranty. Viewers of this
presentation should each make their own evaluation of Money Lion and of the relevance and adequacy of the information and should make such other investigations as they deem necessary.
This presentation does not constitute (i) a solicitation of a proxy, consent or authorization with respect to any securities or in respect of 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 Fusion, MoneyLion or any of their respective affiliates. Any such solicitation will be conducted pursuant to a proxy statement.
or registration statement (the "Proxy Statement") filed by Fusion, MoneyLion and/or their respective affiliates with the Securities and Exchange Commission. 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.
Forward-Looking Statements
Certain statements in this presentation may be considered "forward-looking statements" within the meaning of the "safe harbor" provisions of the United States Private Securities Litigation Reform Act of
1995. Forward-looking statements generally relate to future events or Fusion's or the Company's future financial or operating performance. For example, projections of future Adjusted Revenue, Contribution
Profit 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" 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 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 Fusion and its management, and MoneyLion and its management, as the case may be, are
inherently uncertain. Factors that may cause actual results to differ materially from current expectations include, but are not limited to: (1) the occurrence of any event, change or other circumstances that
could give rise to the termination of negotiations and any subsequent definitive agreements with respect to the Business Combination; (2) the outcome of any legal proceedings that may be instituted
against Fusion, the combined company or others following the announcement of the Business Combination and any definitive agreements with respect thereto; (3) the inability to complete the Business
Combination due to the failure to obtain approval of the shareholders of Fusion, to obtain financing to complete the Business Combination or to satisfy other conditions to closing; (4) changes to the
proposed structure of the Business Combination that may be required or appropriate as a result of applicable laws or regulations or as a condition to obtaining regulatory approval of the Business
Combination; (5) the ability to meet the New York Stock Exchange's listing standards following the consummation of the Business Combination; (6) the risk that the Business Combination disrupts current
plans and operations of Money Lion as a result of the announcement and consummation of the Business Combination; (7) the ability to recognize the anticipated benefits of the Business Combination, which
may be affected by, among other things, competition, the ability of the combined company to grow and manage growth profitably, maintain relationships with customers and suppliers and retain its
management and key employees; (8) costs related to the Business Combination; (9) changes in applicable laws or regulations; (10) the possibility that MoneyLion or the combined company may be adversely
affected by other economic, business and/or competitive factors; (11) Money Lion's estimates of its financial performance; and (12) other risks and uncertainties set forth in the section entitled "Risk Factors*
and "Cautionary Note Regarding Forward-Looking Statements" in Fusion's final prospectus dated June 25, 2020 filed with the SEC on June 29, 2020, the section entitled "Risk Factors" in Fusion's Quarterly
Report on Form 10-Q for the quarterly period ended September 30, 2020, as well as any further risks and uncertainties to be contained in the Proxy Statement filed after the date hereof.
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 Fusion nor the Company undertakes
any duty to update these forward-looking statements.
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