VPC Impact Acquisition Holdings Sponsor III, LLC - 05 Jan 2022 Form 4 Insider Report for VPC Impact Acquisition Holdings III, Inc. (DAVE)

Footnote F1

In connection with the closing (the "Closing") of the business combination (the "Business Combination") between the Issuer (which was formerly known as VPC Impact Acquisition Holdings III, Inc. or "VPCC") and Dave Inc. ("Dave"), among other things, (i) VPC Impact Acquisition Holdings Sponsor III, LLC forfeited at no cost 942,622 shares of Class B common stock of VPCC and (ii) each of the remaining issued and outstanding shares of Class B common stock of VPCC converted into shares of Class A common stock of VPCC on a one-for-one basis as described under the heading "Description of Securities" in the Issuer's Registration Statement on Form S-1 (File No. 333-252577).

Footnote F2

The Private Placement Warrants are reported as acquired for purposes of Section 16 of the Exchange Act concurrent with the Closing, because, pursuant to their terms, their exercise was not within the control of the Reporting Persons until the Closing. 5,100,214 Private Placement Warrants were initially acquired in a private placement from the Issuer concurrent with the Issuer's initial public offering. Each Private Placement Warrant is exercisable for one share of Class A common stock at an exercise price of $11.50 per share, subject to certain adjustments. The Private Placement Warrants may be exercised commencing the later of (x) 30 days after the Closing and (y) 12 months from the closing of the Issuer's initial public offering, and expire five years after the Closing or earlier upon redemption or liquidation.

Footnote F3

VPC Impact Acquisition Holdings Sponsor III, LLC is the record holder of the securities reported herein. Richard N. Levy, as Chief Executive Officer and Founder of Victory Park Capital Advisors, LLC, has voting and investment discretion with respect to the securities held of record by VPC Impact Acquisition Holdings Sponsor III, LLC. Mr. Levy disclaims any beneficial ownership of the securities held by VPC Impact Acquisition Holdings Sponsor III, LLC other than to the extent of any pecuniary interest he may have therein, directly or indirectly.