Dave SPAC Presentation Deck

Risk Factors (Cont'd) RISKS RELATED TO DAVE'S BUSINESS (Cont'd) Failure by a substantial number of our users to repay funds they receive through the use of our overdraft protection product would harm our business and financial results. We transfer funds to our users daily, which in the aggregate comprise substantial sums, and are subject to the risk of errors, which could result in financial losses, damage to our reputation, or loss of trust in our brand, which would harm our business and financial results. One of our wholly-owned subsidiaries, Dave OD Funding I, LLC ("Dave OD Funding"), has a senior secured credit facility with Victory Park Capital Advisors, LLC and certain of its affiliates, which are affiliates of VPCC (the "Credit Facility"). Dave, Inc. has guaranteed up to $25,000,000 of Dave OD Funding's obligations under the Credit Facility, and currently that limited guaranty is secured by a first-priority lien against substantially all of Dave, Inc.'s assets. The Credit Facility contains financial covenants and other restrictions on our actions, which could limit our operational flexibility and otherwise adversely affect our financial condition. If our present or any future key banking relationships are terminated and we are not able to secure or successfully migrate client portfolios to a new bank partner or partners, we will not be able to conduct our business. We depend upon several third-party service providers for processing our transactions. If any of our agreements with our processing providers are terminated, we could experience service interruptions. Any interruption or delay in the services provided by our third-party service providers could impair the delivery of our platform and our business could suffer. Our recent rapid growth, including growth in our volume of payments, may not be indicative of future growth, and if we continue to grow rapidly, we may not be able to manage our growth effectively. Our rapid growth also makes it difficult to evaluate our future prospects and may increase the risk that we will not be successful. ● ● ● ● Our business, financial condition and results of operations may be adversely affected by the COVID-19 pandemic or other similar epidemics or adverse public health developments, including government responses to such events. Economic, political and other conditions may adversely affect trends in consumer spending. RISKS RELATED TO THE PRIVATE PLACEMENT . ● There can be no assurance that VIH III will be able to raise sufficient capital in the Private Placement to consummate the Proposed Business Combination or for use by the combined company following the Proposed Business Combination (the "Combined Company"). The issuance of shares of the Combined Company's securities in connection with the Private Placement will substantially dilute the voting power of the Combined Company's stockholders. RISKS RELATED TO THE PROPOSED BUSINESS COMBINATION ● ● ● ● ● ● ● ● ● ● ● VPCC's directors and officers have potential conflicts of interest in recommending that VPCC's stockholders vote in favor of the adoption of the merger agreement relating to the Proposed Business Combination (the "Merger Agreement") and the Proposed Business Combination, and approval of the other proposals to be described in the proxy statement relating to the Proposed Business Combination. VPCC's sponsor, directors and officers have agreed to vote in favor of the Proposed Business Combination, regardless of how VPCC's public stockholders vote. As a result, approximately 20.0% of VPCC's voting securities outstanding, representing the VPCC voting securities held by VPCC's sponsor, directors and officers, will be contractually obligated to vote in favor of the Proposed Business Combination. The VPCC board has not obtained and will not obtain a third-party valuation or financial opinion in determining whether to proceed with the Proposed Business Combination. Both VPCC and Dave will incur significant transaction costs in connection with the Proposed Business Combination. The consummation of the Proposed Business Combination is subject to a number of conditions and if those conditions are not satisfied or waived, the Proposed Business Combination agreement may be terminated in accordance with its terms and the Proposed Business Combination may not be completed. The ability to successfully effect the Proposed Business Combination and the Combined Company's ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of Dave, all of whom we expect to stay with the Combined Company following the Proposed Business Combination. The loss of such key personnel could negatively impact the operations and financial results of the combined business. Following the consummation of the Proposed Business Combination, the Combined Company will incur significant increased expenses and administrative burdens as a public company, which could negatively impact its business, financial condition and results of operations. There is no guarantee that a stockholder's decision whether to redeem its shares for a pro rata portion of the trust account will put the stockholder in a better future economic position. If the Proposed Business Combination's benefits do not meet the expectations of investors or securities analysts, the market price of our securities or, following the consummation of the Proposed Business Combination, the Combined Company's Securities, may decline. There can be no assurance that the Combined Company's common stock will be approved for listing on the NYSE or Nasdaq or that the Combined Company will be able to comply with the continued listing standards of the NYSE or Nasdaq. Even if VPCC consummates the business combination, there can be no assurance that VPCC's public warrants will be in the money during their exercise period, and they may expire worthless. If you hold public warrants of VPCC, VPCC may, in accordance with their terms, redeem your unexpired VPCC warrants prior to their exercise at a time that is disadvantageous to you. The public and private warrants of VPCC are accounted for as liabilities and the changes in value of such warrants could have a material effect on the financial results of VPCC. Legal proceedings may be instituted against the Proposed Business Combination, which could delay or prevent or otherwise adversely impact the Proposed Business Combination. The Proposed Business Combination or the Combined Company may be materially adversely affected by the recent COVID-19 outbreak. Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect our business, including our ability to consummate the Proposed Business Combination, and results of operations. Dave 34