SECURITIES SUBSCRIPTION AGREEMENT
VPC Impact Acquisition Holdings
150 North Riverside Plaza, Suite 5200
Chicago, IL 60606
Ladies and Gentlemen:
VPC Impact Acquisition Holdings, a Cayman Islands exempted company (the Company, we or us), is pleased to accept the offer made by VPC Impact Acquisition Holdings Sponsor, LLC, a Delaware limited liability company (Subscriber or you), to purchase 5,750,000 Class B ordinary shares of the Company, $0.0001 par value per share (the Shares), up to 750,000 of which are subject to forfeiture by you to the extent that the underwriters of the initial public offering (IPO) of the Companys units, each comprised of one Class A ordinary share and one, or a portion of one, warrant to purchase one Class A ordinary share (Units), do not fully exercise their option to purchase additional Units to cover over-allotments, if any (the Over-allotment Option). The terms of the sale by the Company of the Shares to Subscriber, and the Company and Subscribers agreements regarding the Shares, are as follows:
PURCHASE OF SECURITIES
Section 1.01 Purchase of Shares. For the sum of $25,000 (the Purchase Price), which the Company acknowledges receiving in cash, the Company hereby issues the Shares to Subscriber, and Subscriber hereby purchases the Shares from the Company, on the terms and subject to the conditions, including regarding forfeiture, set forth in this letter agreement (this Agreement). Concurrently with Subscribers execution of this Agreement, the Company shall, at its option, deliver to Subscriber a certificate registered in Subscribers name representing the shares (the Original Certificate) or effect such delivery in book-entry form.
Section 1.02 Surrender of Subscriber Share. On the issuance of the Shares, the Subscriber hereby surrenders for no consideration the one Class B ordinary share, $0.0001 par value that the Subscriber holds in the Company.
REPRESENTATIONS, WARRANTIES AND AGREEMENTS
Section 2.01 Subscribers Representations, Warranties and Agreements. To induce the Company to issue the Shares to Subscriber, Subscriber hereby represents and warrants to the Company and agrees with the Company as follows:
(a) Organization and Authority. Subscriber is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement. This Agreement is a legal, valid and binding agreement of Subscriber, enforceable against Subscriber in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance or similar laws affecting the enforcement of creditors rights generally and subject to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(b) No Conflicts. The execution, delivery and performance of this Agreement and the consummation by Subscriber of the transactions contemplated hereby do not violate, conflict with or constitute a default under (i) the formation and governing documents of Subscriber, (ii) any agreement, indenture or instrument to which Subscriber is a party or (iii) any law, statute, rule, regulation, order, judgment or decree to which Subscriber is subject.