REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • September 24th, 2020 • Falcon Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of September 21, 2020, is made and entered into by and among Falcon Capital Acquisition Corp., a Delaware corporation (the “Company”), Falcon Equity Investors LLC, a Delaware limited liability company (the “Sponsor”) and 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”).
WARRANT AGREEMENTWarrant Agreement • September 24th, 2020 • Falcon Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of September 21, 2020, is by and between Falcon Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York limited purpose trust company, as warrant agent (in such capacity, the “Warrant Agent”, and also referred to herein as the “Transfer Agent”).
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 24th, 2020 • Falcon Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of September 21, 2020 by and between Falcon Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPrivate Placement Warrants Purchase Agreement • September 24th, 2020 • Falcon Capital Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of September 21, 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Falcon Capital Acquisition Corp., a Delaware corporation (the “Company”), and Falcon Equity Investors LLC, a Delaware limited liability company (the “Purchaser”).
Falcon Capital Acquisition Corp. New York, NY 10065 Re: Initial Public Offering Ladies and Gentlemen:Letter Agreement • September 24th, 2020 • Falcon Capital Acquisition Corp. • 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 Falcon Capital Acquisition Corp., a Delaware corporation (the “Company”), and Goldman Sachs & Co. LLC, as representative (the “Representative”) of the several underwriters (each, an “Underwriter” and collectively, the “Underwriters”), relating to an underwritten initial public offering (the “Public Offering”), of up to 34,500,000 of the Company’s units (including up to 4,500,000 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-third 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 described in the Prospectus (as define
FORM OF INDEMNITY AGREEMENTForm of Indemnity Agreement • September 3rd, 2020 • Falcon Capital Acquisition Corp. • Blank checks • Delaware
THIS INDEMNITY AGREEMENT (this “Agreement”) is made as of __________, 2020, by and between Falcon Capital Acquisition Corp., a Delaware corporation (the “Company”), and __________ (“Indemnitee”).
FORM OF INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • September 3rd, 2020 • Falcon Capital Acquisition Corp. • Blank checks • New York
This Investment Management Trust Agreement (this “Agreement”) is made effective as of [ ], 2020 by and between Falcon Capital Acquisition Corp., a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, a New York corporation (the “Trustee”).
Underwriting AgreementUnderwriting Agreement • September 24th, 2020 • Falcon Capital Acquisition Corp. • Blank checks • New York
Falcon Capital Acquisition Corp., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated in this agreement (this “Agreement”), to issue and sell to the Underwriters named in Schedule I hereto (collectively, the “Underwriters”) an aggregate of 30,000,000 units (the “Firm Units”) of the Company and, at the election of the Underwriters, up to 4,500,000 additional units, if any (the “Optional Units”; the Optional Units, together with the Firm Units, that the Underwriters elect to purchase pursuant to Section 2 hereof being collectively called the “Units”).
AMENDMENT NUMBER ONE TO CREDIT AGREEMENTCredit Agreement • May 26th, 2021 • Falcon Capital Acquisition Corp. • Services-health services • New York
THIS CREDIT AGREEMENT, is entered into as of March 9, 2017, by and among the lenders identified on the signature pages hereof (each of such lenders, together with its successors and permitted assigns, is referred to hereinafter as a “Lender”, as that term is hereinafter further defined), WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for each member of the Lender Group and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), SHARECARE, INC., a Delaware corporation (“Parent”), the Subsidiaries of Parent identified on the signature pages hereof as “Borrowers”, and those additional entities that hereafter become parties hereto as Borrowers in accordance with the terms hereof by executing the form of Joinder attached hereto as Exhibit J-1 (each, a “Borrower” and individually and collectively, jointly and severally, the “Borrowers”).
FORM OF REGISTRATION RIGHTS AGREEMENTForm of Registration Rights Agreement • September 3rd, 2020 • Falcon Capital Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [ ], 2020, is made and entered into by and among Falcon Capital Acquisition Corp., a Delaware corporation (the “Company”), Falcon Equity Investors LLC, a Delaware limited liability company (the “Sponsor”) and 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”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 12th, 2021 • Falcon Capital Acquisition Corp. • Blank checks
This SUBSCRIPTION AGREEMENT (this “Subscription Agreement” or this “Agreement”) is entered into on February 12, 2021, by and between Falcon Capital Acquisition Corp., a Delaware corporation (the “Company”), and the undersigned subscriber (“Subscriber”).
Falcon Capital Corp ISecurities Subscription Agreement • September 3rd, 2020 • Falcon Capital Acquisition Corp. • Blank checks • New York
This agreement (the “Agreement”) is entered into on June 5, 2020 by and between Falcon Equity Investors LLC, a Delaware limited liability company (the “Subscriber” or “you”), and Falcon Capital Corp I, 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 8,625,000 shares of Class B common stock, $0.0001 par value per share (the “Shares”), up to 1,125,000 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:
FORM OF WARRANT AGREEMENTForm of Warrant Agreement • September 3rd, 2020 • Falcon Capital Acquisition Corp. • Blank checks • New York
THIS WARRANT AGREEMENT (this “Agreement”), dated as of [ ], 2020, is by and between Falcon Capital Acquisition Corp., 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”).
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 12th, 2021 • Falcon Capital Acquisition Corp. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated as of February 12, 2021, is entered into by and among Falcon Capital Acquisition Corp., a Delaware corporation (prior to the Effective Time, “Acquiror” and, at and after the Effective Time, “PubCo”), FCAC Merger Sub, Inc., a Delaware corporation (“Merger Sub”), Sharecare, Inc., a Delaware corporation (the “Company”), and Colin Daniel, solely in his capacity as the Stockholder Representative pursuant to the designation in Section 11.16. Except as otherwise indicated, capitalized terms used but not defined herein shall have the meanings set forth in Article I of this Agreement.
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • July 8th, 2021 • Sharecare, Inc. • Services-health services • Delaware
This INDEMNIFICATION AGREEMENT is made and executed effective as of [DATE] by and between Sharecare, Inc. (formerly known as Falcon Capital Acquisition Corp.), a Delaware corporation (the “Company”), and [NAME], an individual resident of the State of [STATE] (the “Indemnitee”).
EMPLOYMENT AGREEMENTEmployment Agreement • August 13th, 2021 • Sharecare, Inc. • Services-health services • Georgia
This Employment Agreement (“Agreement”) is made effective as of August 13, 2021 (the “Effective Date”), by and between Sharecare, Inc., a Delaware corporation (the “Company”), Sharecare Operating Company, Inc., a Delaware corporation (“Sharecare”) and Dawn Whaley, an individual resident of the State of Georgia (“Executive”).
FORM OF PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENTPurchase Agreement • September 3rd, 2020 • Falcon Capital Acquisition Corp. • Blank checks • New York
THIS PRIVATE PLACEMENT WARRANTS PURCHASE AGREEMENT, dated as of [ ], 2020 (as it may from time to time be amended, this “Agreement”), is entered into by and between Falcon Capital Acquisition Corp., a Delaware corporation (the “Company”), and Falcon Equity Investors LLC, a Delaware limited liability company (the “Purchaser”).
EARNOUT ESCROW AGREEMENTEarnout Escrow Agreement • July 2nd, 2021 • Falcon Capital Acquisition Corp. • Services-health services • New York
This EARNOUT ESCROW AGREEMENT (this “Agreement”) is made and entered into as of July 1, 2021, by and among Falcon Capital Acquisition Corp., a Delaware corporation (“PubCo”), Colin Daniel, solely in his capacity as the stockholder representative (acting on behalf of the Stockholder Earnout Group and not in his personal capacity) (together with any successor appointed in accordance with the Merger Agreement (as defined herein), the “Stockholder Representative”), Falcon Equity Investors LLC, a Delaware limited liability company (the “Sponsor”, and together with PubCo and the Stockholder Representative, sometimes referred to individually as a “Party” or collectively as the “Parties”), and Continental Stock Transfer & Trust Company, as escrow agent (the “Earnout Escrow Agent”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Merger Agreement (as defined herein).
FORM OF AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 16th, 2021 • Falcon Capital Acquisition Corp. • Blank checks • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of [●], 2021 by and among Falcon Capital Acquisition Corp., a Delaware corporation (prior to the Effective Time (as defined in the Merger Agreement), “Acquiror” and, at and after the Effective Time, the “Company”), and the parties listed on Schedule A hereto (each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Merger Agreement (as defined below).
AMENDMENT NUMBER NINE TO CREDIT AGREEMENT AND AMENDMENT NUMBER ONE TO GUARANTY AND SECURITY AGREEMENTCredit Agreement • February 16th, 2023 • Sharecare, Inc. • Services-health services
AGREEMENT AND PLAN OF MERGER dated as of January 25, 2021 by and among DOC.AI INCORPORATED, SHARECARE, INC., PROJECT DELTA MERGER SUB I, INC. PROJECT DELTA MERGER SUB II, INC. WALTER DE BROUWER and FORTIS ADVISORS LLC, AS THE STOCKHOLDERS’ AGENTAgreement and Plan of Merger • April 9th, 2021 • Falcon Capital Acquisition Corp. • Services-health services • Delaware
This merger agreement, dated as of January 24, 2021 (this “Agreement”), is made and entered into by and among DOC.AI INCORPORATED, a Delaware corporation (the “Company”), Sharecare, Inc., a Delaware corporation (“Parent”), Project Delta Merger Sub I, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub I”), Project Delta Merger Sub II, Inc., a Delaware corporation and a direct, wholly owned subsidiary of Parent (“Merger Sub II”), Walter De Brouwer (“De Brouwer”), and Fortis Advisors LLC, a Delaware limited liability company as the Company’s stockholders’ agent (the “Stockholders’ Agent”).
Form of Non-Redemption AgreementLetter Agreement • February 12th, 2021 • Falcon Capital Acquisition Corp. • Blank checks • Delaware
Falcon Capital Acquisition Corp., a Delaware corporation (the “Issuer”), has proposed to enter into a definitive agreement (the “Definitive Agreement”) for a business combination with Sharecare, Inc. (the “Target”), pursuant to which the Issuer will acquire the Target on the terms and subject to the conditions set forth therein (the “Transaction”). As a condition to its willingness to enter into the Definitive Agreement, the Issuer has required the holder of the Issuer’s Class A common stock, par value $0.0001 per share (the “Class A Common Stock”), named on the signature page hereof (“Holder”) to execute and deliver this Letter Agreement.
SPONSOR AGREEMENTSponsor Agreement • February 12th, 2021 • Falcon Capital Acquisition Corp. • Blank checks • Delaware
This Sponsor Agreement (this “Agreement”), dated as of February 12, 2021, is entered into by and among Falcon Capital Acquisition Corp., a Delaware corporation (the “Acquiror”), Sharecare, Inc., a Delaware corporation (the “Company”) and Falcon Equity Investors LLC, a Delaware limited liability company (the “Sponsor”).
Sharecare and Falcon Capital Acquisition Corp. Reach Agreement to Combine, Creating Publicly Traded Digital Health Company Sharecare unifies the person’s health experience into one easy-to-use digital platformSharecare and Falcon • February 12th, 2021 • Falcon Capital Acquisition Corp. • Blank checks
- Investors, led by Koch Strategic Platforms, Baron Capital Group, Eldridge, Woodline Partners LP, and strategic partner, Digital Alpha, have committed $425M in a PIPE, satisfying the minimum proceeds conditions to closing
AMENDMENT NUMBER FOUR TO CREDIT AGREEMENTCredit Agreement • May 26th, 2021 • Falcon Capital Acquisition Corp. • Services-health services
THIS AMENDMENT NUMBER FOUR TO CREDIT AGREEMENT (this “Amendment”), dated as of May 4, 2020, is entered into by and among SHARECARE, INC., a Delaware corporation (“Parent”), the Subsidiaries of Parent identified on the signature pages hereof as “Borrowers” (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower” and individually and collectively, jointly and severally, “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, each individually, a “Lender”, and collectively, the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and in light of the following:
AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 8th, 2021 • Sharecare, Inc. • Services-health services • New York
This Amended and Restated Registration Rights Agreement (this “Agreement”) is made and entered into as of July 1, 2021 by and among Falcon Capital Acquisition Corp., a Delaware corporation (prior to the Effective Time (as defined in the Merger Agreement), “Acquiror” and, at and after the Effective Time, the “Company”), and the parties listed on Schedule A hereto (each, a “Holder” and collectively, the “Holders”). Any capitalized term used but not defined herein will have the meaning ascribed to such term in the Merger Agreement (as defined below).
ACQUIROR Support AgreementAcquiror Support Agreement • February 12th, 2021 • Falcon Capital Acquisition Corp. • Blank checks • Delaware
This ACQUIROR SUPPORT AGREEMENT (this “Agreement”), dated as of February 12, 2021, is entered into by and among Falcon Equity Investors LLC, a Delaware limited liability company (the “Sponsor”), Falcon Capital Acquisition Corp., a Delaware corporation (“Acquiror”), and Sharecare, Inc., a Delaware Corporation (the “Company”).
AMENDMENT NUMBER SIX TO CREDIT AGREEMENT AND CONSENTCredit Agreement and Consent • July 8th, 2021 • Sharecare, Inc. • Services-health services
THIS AMENDMENT NUMBER SIX TO CREDIT AGREEMENT AND CONSENT (this “Amendment”), dated as of July 1, 2021, is entered into by and among SHARECARE, INC., a Delaware corporation (“Parent”), the Subsidiaries of Parent identified on the signature pages hereof as “Borrowers” (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower” and individually and collectively, jointly and severally, “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, each individually, a “Lender”, and collectively, the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and in light of the following:
SHARECARE, INC.Equity Incentive Plan Stock Option Award Agreement • March 31st, 2022 • Sharecare, Inc. • Services-health services • Delaware
Unless otherwise defined herein, the capitalized terms used in this Sharecare, Inc. 2020 Equity Incentive Plan Stock Option Award Agreement (“Agreement”) shall have the meanings given to such terms in the Sharecare, Inc. 2020 Equity Incentive Plan (as amended, the “Plan”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 29th, 2024 • Sharecare, Inc. • Services-health services
This Employment Agreement (“Agreement”) is made as of February 5, 2024 (the “Effective Date”), by and between Sharecare, Inc., a Delaware corporation (the “Company”), Sharecare Operating Company, Inc., a Delaware corporation (“Sharecare”) and Brent Layton an individual resident of the State of Georgia (“Executive”).
AMENDMENT NUMBER EIGHT TO CREDIT AGREEMENTCredit Agreement • May 12th, 2022 • Sharecare, Inc. • Services-health services
WHEREAS, Holdings, Borrowers, Lenders, and Agent are parties to that certain Credit Agreement, dated as of March 9, 2017 (as amended, restated, supplemented, or otherwise modified from time to time, the “Credit Agreement”);
SHARECARE, INC. STOCK OPTION AGREEMENTStock Option Agreement • March 31st, 2022 • Sharecare, Inc. • Services-health services • Delaware
THIS STOCK OPTION AGREEMENT (this “Agreement”) is entered into by and between Sharecare, Inc., a Delaware corporation (the “Company”), and (the “Optionee”). Capitalized terms not defined in this Agreement have the meanings ascribed to them in the 2010 Equity Incentive Plan, as amended (the “Plan”) of the Company.
EMPLOYMENT AGREEMENTEmployment Agreement • February 9th, 2024 • Sharecare, Inc. • Services-health services
This Employment Agreement (“Agreement”) is made as of August 5, 2024 (the “Effective Date”), by and between Sharecare, Inc., a Delaware corporation (the “Company”), Sharecare Operating Company, Inc., a Delaware corporation (“Sharecare”) and Brent Layton an individual resident of the State of Georgia (“Executive”).
AMENDMENT NUMBER FIVE TO CREDIT AGREEMENT AND CONSENTCredit Agreement and Consent • May 26th, 2021 • Falcon Capital Acquisition Corp. • Services-health services
THIS AMENDMENT NUMBER FIVE TO CREDIT AGREEMENT AND CONSENT (this “Amendment”), dated as of February 22, 2021, is entered into by and among SHARECARE, INC., a Delaware corporation (“Parent”), the Subsidiaries of Parent identified on the signature pages hereof as “Borrowers” (such Subsidiaries, together with Parent, are referred to hereinafter each individually as a “Borrower” and individually and collectively, jointly and severally, “Borrowers”), the lenders identified on the signature pages hereof (such lenders, and the other lenders party to the below-defined Credit Agreement, together with their respective successors and permitted assigns, each individually, a “Lender”, and collectively, the “Lenders”), and WELLS FARGO BANK, NATIONAL ASSOCIATION, a national banking association, as administrative agent for the Lenders and the Bank Product Providers (in such capacity, together with its successors and assigns in such capacity, “Agent”), and in light of the following:
FORM OF LOCK-UP AGREEMENTUp Agreement • May 11th, 2021 • Falcon Capital Acquisition Corp. • Services-health services • Delaware
