AMENDMENT TO SUBSCRIPTION AGREEMENT
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.
WHEREAS, pursuant to Section 8(h) of the Subscription Agreement, the parties hereto desire to amend the Subscription Agreement as set forth in this Amendment, effective as of the date hereof.
NOW THEREFORE, in consideration of the mutual promises and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, intending to be legally bound, the parties hereby agree as follows:
Section 1 Subscriber Name. The Subscription Agreement is hereby amended to replace all references to Alameda Research Ventures Ltd. with Alameda Research Ventures LLC. The parties hereto acknowledge that such amendment is necessary to correct a scriveners error in the Subscription Agreement and to reflect the proper name of Subscriber.
Section 2 Amendment to Section 2(b) of the Subscription Agreement. Section 2(b) of the Subscription Agreement is hereby amended and restated in its entirety to read as follows:
(b) At least five (5) Business Days before the anticipated Closing Date, the Company shall deliver written notice to Subscriber (the Closing Notice) specifying the anticipated Closing Date. No later than two (2) Business Days prior to the Closing Date, Subscriber shall deliver to the Company such information as is reasonably requested in the Closing Notice in order for the Company to issue the Subscribed Shares to Subscriber, including, without limitation, the legal name of the person in whose name the Subscribed Shares are to be issued and a duly completed and executed Internal Revenue Service Form W-9 or appropriate Form W-8. The obligations of Subscriber to pay the Purchase Price at the Closing shall be discharged, and the Purchase Price shall be considered fully paid by Subscriber for purposes of this Agreement, by the concurrent discharge of Daves obligation to repay the Principal (as defined in that certain Promissory Note, dated as of August 17, 2021, by and between Dave and Subscriber (the Note)) under the Note, pursuant to the terms of this Section 2(b) and terms of the Note (including Section 1 of the Note). For the avoidance of doubt, Subscriber shall not be obligated to pay any additional cash pursuant to this Subscription Agreement with respect to the Purchase Price in order to receive the Subscribed Shares and agrees and acknowledges that (x) the obligation of Dave to repay the Principal under the Note shall automatically be fully discharged and cancelled upon the issuance of the Subscribed Shares and (y) the Note shall automatically be fully discharged and cancelled upon the issuance of the Subscribed Shares and the payment of any accrued interest under the Note in cash by Dave to the Subscriber (at a bank account to be designed by Subscriber no less than five (5) Business Days prior to the Closing Date). At the Closing, upon satisfaction (or, if applicable, waiver) of the conditions set forth in this Section 2, the Company shall deliver to Subscriber (i) the Subscribed Shares in book entry form, free and clear of any liens or other restrictions