REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2021 • VPC Impact Acquisition Holdings III, Inc. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of March 4, 2021, is made and entered into by and among VPC Impact Acquisition Holdings III, Inc., a Delaware corporation (the “Company”), VPC Impact Acquisition Holdings Sponsor III, LLC, a Delaware limited liability company (the “Sponsor”) and each of the undersigned parties listed on the signature page hereto under “Holders” (each such party, together with the Sponsor and any person or entity who hereafter becomes a party to this Agreement pursuant to Section 5.2 of this Agreement, a “Holder” and collectively the “Holders”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • March 9th, 2021 • VPC Impact Acquisition Holdings III, Inc. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of March 4, 2021 by and between VPC Impact Acquisition Holdings III, Inc., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
VPC IMPACT ACQUISITION HOLDINGS III, INC.Securities Subscription Agreement • February 26th, 2021 • VPC Impact Acquisition Holdings III, Inc. • Blank checks • New York
This agreement (the “Agreement”) is entered into as of January 19, 2021 by and between VPC Impact Acquisition Holdings Sponsor III, LLC, a Delaware limited liability company (the “Subscriber” or “you”), and VPC Impact Acquisition Holdings III, Inc., a Delaware corporation (the “Company”, “we” or “us”). Pursuant to the terms hereof, the Company hereby accepts the offer the Subscriber has made to purchase 6,468,750 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 843,750 of which are subject to forfeiture by you if the underwriters of the initial public offering (“IPO”) of units (“Units”) of the Company, do not fully exercise their over-allotment option (the “Over-allotment Option”). The Company and the Subscriber’s agreements regarding such Shares are as follows:
INDEMNITY AGREEMENTIndemnity Agreement • February 26th, 2021 • VPC Impact Acquisition Holdings III, Inc. • Blank checks • Delaware
This INDEMNITY AGREEMENT (this “Agreement”) is made as of , 2021, by and between VPC IMPACT ACQUISITION HOLDINGS III, INC., a Delaware corporation (the “Company”), and (“Indemnitee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • March 9th, 2021 • VPC Impact Acquisition Holdings III, Inc. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of March 4, 2021 (as it may from time to time be amended, this “Agreement”), is entered into by and between VPC Impact Acquisition Holdings III, Inc., a Delaware corporation (the “Company”), and VPC Impact Acquisition Holdings Sponsor III, LLC, a Delaware limited liability company (the “Purchaser”).
VPC Impact Acquisition Holdings III, Inc. c/o Victory Park Capital Advisors, LLC Chicago, IL 60606Underwriting Agreement • March 9th, 2021 • VPC Impact Acquisition Holdings III, Inc. • Blank checks • New York
This letter (this “Letter Agreement”) is being delivered to you in accordance with the Underwriting Agreement (the “Underwriting Agreement”) entered into by and among VPC Impact Acquisition Holdings III, Inc. a Delaware corporation (the “Company”), Jefferies LLC and Citigroup Global Markets Inc., as representatives (the “Representatives”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 25,875,000 of the Company’s units (including up to 3,375,000 units that may be purchased to cover over-allotments, if any) (the “Units”), each comprised of one share of the Company’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), and one-fourth of one redeemable warrant. Each whole warrant (each, a “Warrant”) entitles the holder thereof to purchase one share of Class A Common Stock at a price of $11.50 per share, subject to adjustment as describ
WARRANT AGREEMENTWarrant Agreement • March 9th, 2021 • VPC Impact Acquisition Holdings III, Inc. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of March 4, 2021, is by and between VPC Impact Acquisition Holdings III, Inc. a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation, as warrant agent (in such capacity, the “Warrant Agent,” and also referred to herein as the “Transfer Agent”).
SUBSCRIPTION AGREEMENTSubscription Agreement • June 7th, 2021 • VPC Impact Acquisition Holdings III, Inc. • Blank checks • Delaware
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into on June 7, 2021 by and between VPC Impact Acquisition Holdings III, Inc., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
DAVE INC. INDEMNIFICATION AGREEMENTIndemnification Agreement • January 11th, 2022 • Dave Inc./De • Finance services • Delaware
This Indemnification Agreement (this “Agreement”) is made as of [____], 202[ ], by and between Dave Inc., a Delaware corporation (the “Company”), and [____] (“Indemnitee”).
22,500,000 Units VPC Impact Acquisition Holdings III, Inc. UNDERWRITING AGREEMENTUnderwriting Agreement • March 9th, 2021 • VPC Impact Acquisition Holdings III, Inc. • Blank checks • New York
VPC IMPACT ACQUISITION HOLDINGS III, INC. c/o Victory Park Capital Advisors, LLC Chicago, Illinois 60606Administrative Services Agreement • March 9th, 2021 • VPC Impact Acquisition Holdings III, Inc. • Blank checks • New York
This letter agreement (this “Agreement”) by and between VPC Impact Acquisition Holdings III, Inc. (the “Company”) and VPC Impact Acquisition Holdings Sponsor III, LLC (the “Sponsor”), dated as of the date hereof, will confirm our agreement that, commencing on the date the securities of the Company are first listed on the NYSE Capital Market (the “Listing Date”), pursuant to a Registration Statement on Form S-1 and prospectus filed with the U.S. Securities and Exchange Commission (the “Registration Statement”) and continuing until the earlier of the consummation by the Company of an initial business combination or the Company’s liquidation (in each case as described in the Registration Statement) (such earlier date hereinafter referred to as the “Termination Date”):
Dated January 14, 2021 Promissory Note Principal Amount: $300,000 between VPC Impact Acquisition Holdings III, Inc. as Maker and VPC Impact Acquisition Holdings Sponsor III, LLC as PayeePromissory Note • February 26th, 2021 • VPC Impact Acquisition Holdings III, Inc. • Blank checks • New York
THIS PROMISSORY NOTE (“NOTE”) HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
DAVE, INC. Los Angeles, CA 90019 January 31, 2022Employment Agreement • February 1st, 2022 • Dave Inc./De • Finance services • California
This Amended and Restated Employment Agreement (the “Agreement”) between you (referred to hereinafter as the “Executive”) and Dave, Inc., a Delaware corporation (the “Company”) sets forth the terms and conditions that shall govern Executive’s continued employment with the Company (referred to hereinafter as “Employment” or the “Employment Period”), effective as of January 4, 2022 (the “Effective Date”).
SUBLEASE FOR 1269 – 1271 S. COCHRAN AVE, LOS ANGELES, CA 90019Sublease • January 11th, 2022 • Dave Inc./De • Finance services • California
PURCHASE AND SALE AGREEMENT by and between FTX VENTURES LTD. and DAVE INC. Dated as of January 4, 2024Purchase and Sale Agreement • January 5th, 2024 • Dave Inc./De • Finance services • Delaware
This PURCHASE AND SALE AGREEMENT (including the Exhibits and Schedules hereto, each as amended or restated from time to time, this “Agreement”), dated as of January 4, 2024, is made by and between FTX Ventures Ltd., a BVI Business Company (“Seller”), and Dave Inc., a Delaware corporation (“Purchaser”). The signatories to this Agreement are collectively referred to as the “Parties” and individually as a “Party”.
REPURCHASE AGREEMENTRepurchase Agreement • June 7th, 2021 • VPC Impact Acquisition Holdings III, Inc. • Blank checks • Delaware
This REPURCHASE AGREEMENT (this “Agreement”) is made and entered into as of June 7, 2021, by and among VPC Impact Acquisition Holdings III, Inc., a Delaware corporation (“Parent”), Dave Inc., a Delaware corporation (the “Company”) and the Holders (as defined below). Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).
SUPPORT AGREEMENTSupport Agreement • June 7th, 2021 • VPC Impact Acquisition Holdings III, Inc. • Blank checks • Delaware
THIS SUPPORT AGREEMENT (this “Agreement”) is entered into as of June 7, 2021, by and between VPC Impact Acquisition Holdings III, Inc., a Delaware corporation (“Parent”), and [●] (the “Company Stockholder”). Capitalized terms used and not defined herein shall have the meanings set forth in the Merger Agreement (as defined below).
DAVE, INC. NOTICE OF RESTRICTED STOCK UNIT GRANTRestricted Stock Unit Grant • October 6th, 2021 • VPC Impact Acquisition Holdings III, Inc. • Finance services • California
You have been granted the right to receive an Award of Restricted Stock Units, subject to the terms and conditions of this Restricted Stock Unit Grant Notice (the “Notice of Grant”), the Dave, Inc. 2021 Equity Incentive Plan (the “Plan”) and the attached Restricted Stock Unit Agreement (which includes the Country-Specific Addendum, the “Award Agreement”), as set forth below. Unless otherwise defined herein, the terms used in this Notice of Grant shall have the meanings defined in the Plan.
AMENDMENT TO SUBSCRIPTION AGREEMENTSubscription Agreement • August 17th, 2021 • VPC Impact Acquisition Holdings III, Inc. • Finance services
This AMENDMENT TO SUBSCRIPTION AGREEMENT (this “Amendment”) is entered into on August 17, 2021 by and between VPC Impact Acquisition Holdings III, Inc., a Delaware corporation (the “Company”), and Alameda Research Ventures LLC (“Subscriber”). Capitalized terms used but not defined in this Amendment shall have the respective meanings given to such terms in that certain Subscription Agreement, dated as of June 7, 2021 (the “Subscription Agreement”), by and between the Company and Subscriber.
INVESTOR RIGHTS AGREEMENTInvestor Rights Agreement • January 11th, 2022 • Dave Inc./De • Finance services • Delaware
THIS INVESTOR RIGHTS AGREEMENT (as it may be amended, supplemented or restated from time to time in accordance with the terms of this Agreement, this “Agreement”), dated as of January 5, 2022 (the “Effective Date”), is made by and among (i) VPC Impact Acquisition Holdings III, Inc., a Delaware corporation (the “Parent”), (ii) each of the parties listed on Schedule 1 attached hereto (collectively, the “Dave Stockholders” and each, a “Dave Stockholder”), (iii) VPC Impact Acquisition Holdings Sponsor III, LLC, a Delaware limited liability company (the “Sponsor”), and (iv) Peter Offenhauser, Kurt Summers and Janet Kloppenburg (collectively, the “VIH Independent Directors” and each, a “VIH Independent Director” and together with the Sponsor, the “Founder Holders” and each, a “Founder Holder”). Each of Parent, each Dave Stockholder and each Founder Holder may be referred to herein as a “Party” and collectively as the “Parties”. Capitalized terms used but not otherwise defined herein shall ha
DAVE INC. CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • March 21st, 2022 • Dave Inc./De • Finance services • Delaware
This Convertible Note Purchase Agreement (the “Agreement”) is made as of March 21, 2022 (the “Agreement Date”) by and between Dave Inc., a Delaware corporation (the “Company”), and FTX Ventures Ltd. (the “Purchaser”).
NET LEASENet Lease • January 11th, 2022 • Dave Inc./De • Finance services
Lessee’s business. If Lessee totally or partially occupies the Premises prior to the Commencement Date for any reason (and for purposes hereof, “occupancy” shall include, without limitation, Lessee’s entry onto the Premises for purposes of preparing and fixturizing the Premises for business), the obligation to pay Base Rent and Percentage Rent shall be abated for the period of such early possession. All other terms of this Lease (including but not limited to Lessee’s obligations to carry insurance and to maintain the Premises) shall, however, be in effect during such period, except that Lessee’s obligation to pay Lessee’s Share of Common Area Operating Expenses, Real Property Taxes and insurance premiums shall only be in effect prior to the Commencement Date if Lessee has opened for business in the Premises prior to the Commencement Date. Any such early possession shall not affect the Expiration Date.
AGREEMENT AND PLAN OF MERGER by and among VPC IMPACT ACQUISITION HOLDINGS III, INC., BEAR MERGER COMPANY I INC., BEAR MERGER COMPANY II LLC, and DAVE INC. DATED AS OF JUNE 7, 2021Merger Agreement • June 7th, 2021 • VPC Impact Acquisition Holdings III, Inc. • Blank checks • Delaware
THIS AGREEMENT AND PLAN OF MERGER is made and entered into as of June 7, 2021, by and among VPC Impact Acquisition Holdings III, Inc., a Delaware corporation (“Parent”), Bear Merger Company I Inc., a Delaware corporation and a direct, wholly-owned Subsidiary of Parent (“First Merger Sub”), Bear Merger Company II LLC, a Delaware limited liability company and a direct, wholly-owned Subsidiary of Parent (“Second Merger Sub” and together with First Merger Sub, the “Merger Subs”), and Dave Inc., a Delaware corporation (the “Company”). Each of the Company, Parent, First Merger Sub and Second Merger Sub shall individually be referred to herein as a “Party” and, collectively, the “Parties”. The term “Agreement” as used herein refers to this Agreement and Plan of Merger, as the same may be amended from time to time in accordance with the terms hereof, and all schedules, exhibits and annexes hereto (including the Company Disclosure Letter and the Parent Disclosure Letter). Defined terms used in
FOUNDER HOLDER AGREEMENTFounder Holder Agreement • June 7th, 2021 • VPC Impact Acquisition Holdings III, Inc. • Blank checks
