Sharecare, Inc. entered into a non-binding letter of intent to acquire Falcon Capital Acquisition Corp. (NasdaqCM:FCAC) for $4.4 billion in a reverse merger transaction on November 27, 2020. Sharecare, Inc. entered into definitive merger agreement to acquire Falcon Capital Acquisition Corp. on February 10, 2021. Falcon Capital will pay $275 million in cash and remaining will be paid in shares. Falcon Capital is expected to issue a maximum of 397.4 million shares as consideration. The transaction is expected to be funded through a combination of Falcon's $345 million of cash in trust (assuming no redemptions) supported by a $425 million fully committed PIPE at $10 per share and the Anthem investment. Upon closing of the transaction, the new company will become Sharecare, Inc. and be listed on NASDAQ under the ticker symbol SHCR; and is expected to have an initial enterprise value of $3.9 billion or approximately 9.5x 2021 estimated net revenue. As on June 29, 2021, the combined and renamed company expects that its Class A common stock and public warrants will commence trading on the Nasdaq Capital Market under the new trading symbols 'SHCR' and 'SHCRW', respectively. As a result of this acquisition, Falcon Capital Acquisition Corp., led by Alan Mnuchin, is expected to own approximately 20% of the new company while Sharecare investors and insiders will own 80%. Alan Mnuchin, Chairman and Chief Executive Officer of Falcon along with Jeff Sagansky, an independent director on Falcon's board of directors, will join Sharecare's Board of Directors. As of May 26, 2021, the list of the persons who are anticipated to be New Sharecare's directors and executive officers following the Business Combination consists of Jeff Arnold, Founder, Chief Executive Officer, Chairman and Director, Justin Ferrero, President, Chief Financial Officer, Dawn Whaley, President, Chief Marketing Officer, Pam Shipley, Chief Operating Officer, John Chadwick, Ken Goulet, Alan G. Mnuchin, Rajeev Ronanki, Jeff Sagansky and Sandro Galea as Directors.

The transaction is subject to receipt of Falcon stockholder approval, applicable waiting period(s) under the HSR Act in respect of the transactions shall have expired or been terminated, parties to have less than $5,000,001 of net tangible assets, Sharecare Stockholder Approval having been obtained, Registration Statement shall have become effective under the Securities Act, Sharecare common stock to be issued in connection with the transactions (including the Earnout Shares) shall have been approved for listing on Nasdaq and the satisfaction of other customary closing conditions. The transaction has been unanimously approved by the Boards of Directors of Sharecare and Falcon. A special meeting of Falcon will be held on June 29, 2021, in connection with the Business Combination. On June 3, 2021 registration statement on Form S-4 has been declared effective by the U.S. Securities and Exchange Commission. As on June 29, 2021 Falcon Capital Acquisition Corp. shareholders approved the deal in the special meeting, in which 97% of the votes cast were in favor of merger. The deal is expected to close in the second quarter of 2021. As on June 29, 2021 the deal is expected to close on July 1, 2021.

Morgan Stanley & Co. LLC and J.P. Morgan Securities LLC acted as financial advisors and Keith M. Townsend, John M. Anderson, Michael S. Hamilton and Rahul Patel of King & Spalding LLP acted as legal counsels to Sharecare. Goldman Sachs & Co. LLC acted as financial advisor and Joel Rubinstein and Bryan J. Luchs of White & Case LLP acted as legal counsel to Falcon Capital Acquisition Corp. Morrow & Co., LLC is acting as proxy solicitor and Mark Zimkind of Continental Stock Transfer & Trust Company is acting as transfer agent to Falcon Capital Acquisition Corp. Goldman Sachs and J.P. Morgan Securities LLC acted as joint placement agents in connection with the PIPE offering. FCAC has agreed to pay Morrow a fee of $30,000, plus disbursements.