SoFi Technologies, Inc. · FY 2020 

Legal Proceedings

SOFI
  SoFi Technologies, Inc. · FY 2020 

Legal Proceedings

Item
3. Legal Proceedings.

In connection with the proposed SoFI Business
Combination, certain purported shareholders of the Company have filed lawsuits, including those described below, and other shareholders
have threatened to file lawsuits alleging breaches of fiduciary duty and violations of the disclosure requirements of the Exchange
Act. The Company believes that these allegations are without merit. These cases are in the early stages and the Company is unable
to reasonably determine the outcome or estimate any potential losses, and, as such, has not recorded a loss contingency.

On January 28, 2021, Tim Holtom ("Holtom"), a purported
stockholder of the Company, filed a lawsuit in the Supreme Court of the State of New York, County of New York, captioned Tim Holtom
v. Social Capital Hedosophia Holdings Corp. V, et al., case number 650647/2021, against the Company and the members of its board
of directors (the "Holtom Complaint"). The Holtom Complaint asserts a breach of fiduciary duty claim against the individual
defendants and an aiding and abetting claim against the Company. The Holtom Complaint alleges, among other things, that (i)
the merger consideration is unfair, and (ii) the registration statement on Form S-4 filed with the SEC on January 11, 2021 regarding
the proposed transaction involving SoFi (the "Registration Statement") is materially misleading and incomplete. The
Holtom Complaint seeks, among other things, to enjoin the proposed Business Combination, rescind the transaction or award rescissory
damages to the extent it is consummated, and an award of attorneys' fees and expenses. Defendants have not yet responded
to the Holtom Complaint.

On January 29, 2021, Ryan Heitt ("Heitt"),
a purported shareholder of the Company, filed a lawsuit in the Supreme Court of the State of New York, County of New York, captioned
Ryan Heitt v. Social Capital Hedosophia Holdings Corp. V, et al., case number 650685/2021 against the members of its board of directors,
Merger Sub and SoFi (the "Heitt Complaint"). The Heitt Complaint asserts a breach of fiduciary duty claim against the
individual defendants and an aiding and abetting claim against the Company, Merger Sub and SoFi. The Heitt Complaint alleges,
among other things, that the Registration Statement is materially misleading and incomplete. The Heitt Complaint seeks, among other
things, to enjoin the proposed Business Combination, rescind the transaction or award rescissory damages to the extent it is consummated,
and an award of attorneys' fees and expenses. Defendants have not yet responded to the Heitt Complaint.

On February 3, 2021, counsel to Holtom
and Heitt sent a joint letter to the Company's counsel (the "Joint Demand"), alleging that they "have identified
several disclosure deficiencies" in the Registration Statement, and demanding that the Company issue corrective disclosures
with regard to certain enumerated items. The Joint Demand asserts that a failure to issue the requested disclosures will
expose the Company and its board of directors to liability.

On February 15, 2021, Brian Levy, a purported
shareholder of the Company, filed a lawsuit in the Supreme Court of the State of New York, County of Nassau, captioned Brian Levy
v. Jennifer Dulski, et al., case number 601778/2021, against the members of the Company's board of directors, SoFi, Citigroup
Global Markets Inc., Credit Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC (the "Levy Complaint"). The
lawsuit was filed by Levy individually, and derivatively on behalf of nominal defendant the Company. The Levy Complaint alleges,
among other things, that (i) the merger consideration is unfair, and (ii) the Registration Statement is materially misleading and
incomplete. The Levy Complaint asserts: (i) a derivative claim for breach of fiduciary duty against the individual defendants;
(ii) a derivative claim for causing the Company to fail to disclose material information against the individual defendants; (iii)
a derivative claim for aiding and abetting the breaches of fiduciary duties against SoFi, Citigroup Global Markets Inc., Credit
Suisse Securities (USA) LLC and Goldman Sachs & Co. LLC; (iv) an individual claim for negligent misrepresentation and concealment
against all defendants; and (v) an individual claim for fraudulent misrepresentation and concealment against all defendants. The
Levy Complaint seeks, among other things, to enjoin the proposed Business Combination, an award of compensatory and/or recessionary
damages, and an award of attorneys' fees and expenses. Defendants have not yet responded to the Levy Complaint.