Exhibit 10.3


 


AMENDED
AND RESTATED REGISTRATION RIGHTS AGREEMENT


 


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).


 


RECITALS


 


WHEREAS,
the Acquiror, FCAC Merger Sub Inc., a Delaware corporation (“Merger Sub”), and Sharecare, Inc., a Delaware corporation
(“Sharecare”), and Colin Daniel, as Stockholder Representative, are party to that certain Agreement and Plan of Merger,
dated as of February 12, 2021 (the “Merger Agreement”), pursuant to which, on the Closing Date (as defined in the
Merger Agreement), Merger Sub merged with and into Sharecare (the “Merger”), with Sharecare surviving the Merger as
a wholly owned subsidiary of the Company (the “Business Combination”);


 


WHEREAS,
Acquiror and Falcon Equity Investors LLC, a Delaware limited liability company (the “Sponsor”) (together with any
Permitted Transferee (as defined below), each an “Acquiror Holder” and, collectively, the “Acquiror Holders”),
are parties to that certain Registration Rights Agreement of the Acquiror, dated September 21, 2020 (the “Acquiror’s Registration
Rights Agreement”);


 


WHEREAS,
as inducement for Acquiror, Merger Sub and Sharecare to enter into the Merger Agreement, the Acquiror and the Acquiror Holders will agree
that, effective at the Effective Time, the Acquiror’s Registration Rights Agreement will terminate and be of no further force and
effect;


 


WHEREAS,
pursuant to the Merger Agreement, the Company is issuing shares of the Company’s common stock, par value $0.0001 per share (the
“Common Stock”), or shares of the Company’s Series A Preferred Stock, which is convertible in to the Company’s
Common Stock, to the Holders designated on Schedule A hereto (other than the Acquiror Holders) (each a “Company Holder”
and, collectively, the “Company Holders”) and may in the future issue additional shares of Common Stock (the “Earnout
Shares”); and


 


WHEREAS,
the Company desires to set forth certain matters regarding the ownership of the Registrable Securities (as defined below) by the Holders.


 


NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:


 


Article
I


DEFINITIONS


 


Section
1.1 Definitions. For purposes of this Agreement, the following terms and variations thereof have the meanings set forth below: 


 


“Agreement”
shall have the meaning given in the Preamble.


 


“Acquiror”
shall have the meaning given in the Preamble.


 


“Acquiror
Holders” shall have the meaning given in the Recitals.


 




     


     


    

 


“Adverse
Disclosure” means any public disclosure of material non-public information, which disclosure, in the good faith judgment of
the Chief Executive Officer or Chief Financial Officer of the Company, after consultation with outside counsel to the Company, (i) would
be required to be made in any Registration Statement or Prospectus in order for the applicable Registration Statement or Prospectus not
to contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements contained therein
(in the case of any prospectus and any preliminary prospectus, in the light of the circumstances under which they were made) not misleading,
(ii) would not be required to be made at such time if the Registration Statement were not being filed, and (iii) the Company
has a bona fide business purpose for not making such information public.


 


“Board”
shall mean the Board of Directors of the Company.


 


“Business
Combination” shall have the meaning given in the Recitals.


 


“Business
Day” means a day other than Saturday, Sunday or other day on which commercial banks in New York, New York are authorized or
required by law to close.


 


“Commission”
means the Securities and Exchange Commission, or any other federal agency then administering the Securities Act or the Exchange Act.


 


“Common
Stock” shall have the meaning given in the Recitals.


 


“Company”
shall have the meaning given in the Preamble.


 


“Company
Holders” shall have the meaning given in the Recitals.


 


“Demand
Registration” has the meaning set forth in Section 2.1.1.


 


“Demanding
Holder” has the meaning set forth in Section 2.1.1.


 


“Earnout
Shares” has the meaning set forth in the Recitals.


 


“Exchange
Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.


 


“Form
S-1” has the meaning set forth in Section 2.1.1.


 


“Form
S-3” has the meaning set forth in Section 2.1.1.


 


“Founder
Shares” means the shares of Class B Common Stock, par value $0.0001 per share, initially issued to the initial stockholders
of the Acquiror.


 


“Holders”
shall have the meaning given in the Preamble and shall include any Holder’s Permitted Transferees who have executed a joinder to
this agreement.


 


“Lock-up
Period” means any of the various lock-up periods (or joinder thereto) entered into by a Holder in connection with the Acquiror’s
initial public offering or the Business Combination.


 


“Maximum
Number of Securities” shall have the meaning given in subsection 2.1.4.


 


“Merger”
shall have the meaning given in the Recitals.


 


“Merger
Agreement” shall have the meaning given in the Recitals.


 


“Merger
Sub” shall have the meaning given in the Recitals.


 


“Misstatement”
means an untrue statement of a material fact or an omission to state a material fact required to be stated in a Registration Statement
or Prospectus, or necessary to make the statements in a Registration Statement or Prospectus in the light of the circumstances under
which they were made not misleading.


 




    2


     


    

 


“Piggyback
Registration” has the meaning set forth in Section 2.2.1.


 


“Permitted
Transferee” means any person or entity to whom a Holder of Registrable Securities is permitted to transfer such Registrable
Securities prior to the expiration of the Lock-up Period or any other lock-up period under any other applicable agreement.


 


“Private
Placement Warrants” means the 5,933,334 private placement warrants purchased by Sponsor in a private placement transaction
occurring simultaneously with the Acquiror’s initial public offering, pursuant to the Private Placement Warrants Purchase Agreement.


 


“Private
Placement Warrants Purchase Agreement” means the Agreement, dated September 21, 2020, providing for the purchase by Sponsor
of the Private Placement Warrants.


 


“Prospectus”
means the prospectus included in any Registration Statement, as supplemented by any and all prospectus supplements and as amended by
any and all post-effective amendments and including all material incorporated by reference in such prospectus.


 


“Registrable
Securities” means (i) any equity securities (including the shares of Common Stock issued or issuable upon the exercise or conversion
of any such equity security) of the Company held by a Holder immediately following consummation of the Merger (which for the avoidance
of doubt shall include the Founder Shares and the shares of Common Stock issued or issuable upon the conversion of the Founder Shares
and the Private Placement Warrants and any shares of Common Stock issued or issuable upon the exercise of the Private Placement Warrants)
and (ii) all of the Earnout Shares. Registrable Securities include any warrants, shares of capital stock or other securities of the Company
issued as a dividend or other distribution with respect to or in exchange for or in replacement of any of the securities described in
the foregoing clauses (i) - (ii). As to any particular Registrable Security, such security shall cease to be a Registrable Security when:
(a) a Registration Statement with respect to the sale of such security shall have become effective under the Securities Act and such
security shall have been sold, transferred, disposed of or exchanged in accordance with such Registration Statement; (b) such security
shall have been otherwise transferred, a new certificate for such security not bearing a legend restricting further transfer shall have
been delivered by the Company and subsequent public distribution of such security shall not require registration under the Securities
Act; (c) such security shall have ceased to be outstanding; (d) such security is freely saleable under Rule 144 without volume limitations
or (e) such security has been sold to, or through, a broker, dealer or underwriter in a public distribution or other public securities
transaction.


 


“Registration”
means a registration effected by preparing and filing a registration statement or similar document in compliance with the requirements
of the Securities Act, and the applicable rules and regulations promulgated thereunder, and such registration statement becoming effective.


 


“Registration
Expenses” means the out-of-pocket expenses of a Registration, including, without limitation, the following:


 


(A)
all registration and filing fees (including fees with respect to filings required to be made with the Financial Industry Regulatory Authority
and any securities exchange on which the Common Stock is then listed);


 


(B)
fees and expenses of compliance with securities or blue sky laws (including reasonable fees and disbursements of counsel for the Underwriters
in connection with blue sky qualifications of Registrable Securities);


 


(C)
printing, messenger, telephone and delivery expenses;


 


(D)
reasonable fees and disbursements of counsel for the Company;


 


(E)
reasonable fees and disbursements of all independent registered public accountants of the Company incurred specifically in connection
with such Registration; and


 




    3


     


    

 


(F)
reasonable fees and expenses of one (1) legal counsel selected by the majority-in-interest of the Demanding Holders initiating a Demand
Registration to be registered for offer and sale in the applicable Registration.


 


“Registration
Statement” means a registration statement filed by the Company with the Commission in compliance with the Securities Act and
the rules and regulations promulgated thereunder for a public offering and sale of securities (other than a registration statement on
Form S-4 or Form S-8, or their successors, or any registration statement covering only securities proposed to be issued in exchange for
securities or assets of another entity).


 


“Requesting
Holder” has the meaning set forth in Section 2.1.1.


 


“Rule
144” means Rule 144 promulgated under the Securities Act.


 


“Securities
Act” means the Securities Act of 1933, as amended, and the rules and regulations of the Commission promulgated thereunder,
all as the same shall be in effect at the time.


 


“Sharecare”
shall have the meaning given in the Recitals hereto.


 


“Underwriter”
means a securities dealer who purchases any Registrable Securities as principal in an underwritten offering and not as part of such dealer’s
market-making activities.


 


“Underwritten
Registration” or “Underwritten Offering” means a Registration in which securities of the Company are sold
to an Underwriter in a firm commitment underwriting for distribution to the public.


 


Article
II


REGISTRATION


 


Section
2.1 Demand Registration 


 


2.1.1 Request
for Registration. Subject to the provisions of Section 2.1.4 and Section 2.4 hereof, at any time on or after
the expiration of the applicable Lock-up Period, (i) any Acquiror Holder or Acquiror Holders, in each case, holding at least a majority
in interest of the then-outstanding number of Registrable Securities held by all the Acquiror Holders or (ii) any Company Holder or Company
Holders, in each case, holding at least a majority in interest of the then-outstanding number of Registrable Securities held by all Company
Holders (such Acquiror Holders or Company Holders, as the case may be, the “Demanding Holders”), may make a written
demand for Registration under the Securities Act of all or part of their Registrable Securities on Form S-3 (“Form S-3”)
(or, if Form S-3 is not available to be used by the Company at such time, on Form S-1 (“Form S-1”) or another appropriate
form permitting Registration of such Registrable Securities for resale by such Demanding Holders), which written demand shall describe
the amount and type of securities to be included in such Registration and the intended method(s) of distribution thereof (such written
demand a “Demand Registration”).  The Company shall, within ten (10) calendar days of the Company’s
receipt of the Demand Registration, notify, in writing, all other Holders of Registrable Securities of such demand, and each Holder of
Registrable Securities who thereafter wishes to include all or a portion of such Holder’s Registrable Securities in the Demand
Registration (each such Holder that includes all or a portion of such Holder’s Registrable Securities in such Registration, a “Requesting
Holder”) shall so notify the Company, in writing, within five (5) calendar days after the receipt by the Holder of the
notice from the Company.  Upon receipt by the Company of any such written notification from a Requesting Holder(s) to the Company,
such Requesting Holder(s) shall be entitled to have their Registrable Securities included in a Registration pursuant to a Demand
Registration and the Company shall effect, as soon thereafter as practicable, but not more than forty-five (45) calendar days immediately
after the Company’s receipt of the Demand Registration, the Registration of all Registrable Securities requested by the Demanding
Holders and Requesting Holders pursuant to such Demand Registration.  Under no circumstances shall the Company be obligated to effect
more than one (1) Demand Registration during any six-month period, an aggregate of three (3) Registrations pursuant to a Demand
Registration under this Section 2.1.1 initiated by the Acquiror Holders, or an aggregate of three (3) Registrations pursuant to
a Demand Registration under this Section 2.1.1 initiated by the Company Holders.


 




    4


     


    

 


2.1.2 Effective
Registration. Notwithstanding the provisions of Section 2.1.1 above or any other part of this Agreement, a Registration
pursuant to a Demand Registration shall not count as a Registration unless and until (i) the Registration Statement filed with the
Commission in connection with the Registration pursuant to a Demand Registration has been declared effective by the Commission and (ii) the
Company has complied with all of its obligations under this Agreement with respect thereto; provided, that if, after such Registration
Statement has been declared effective, the offering of Registrable Securities pursuant to a Demand Registration is interfered with by
any stop order or injunction of the Commission or any other governmental agency or court, the Registration Statement with respect to
such Demand Registration will be deemed not to have been declared effective, unless and until, (i) such stop order or injunction
is removed, rescinded or otherwise terminated, and (ii) a majority-in-interest of the Demanding Holders initiating such Demand Registration
thereafter affirmatively elect to continue with such Registration and accordingly notify the Company in writing of such election, which
notice shall be received by the Company not later than five (5) calendar days after the removal of any such stop order or injunction;
provided, further, that the Company shall not be obligated to file a second Registration Statement until a Registration
Statement that has been previously filed pursuant to a Demand Registration becomes effective or is terminated.


 


2.1.3 Underwritten
Offering. Subject to the provisions of subsection 2.1.4 and Section 2.4 hereof, if a majority-in-interest
of the Demanding Holders so advise the Company as part of their Demand Registration that the offering of Registrable Securities pursuant
thereto shall be in the form of an Underwritten Offering with an estimated market value of at least $50,000,000, then the right of such
Demanding Holder or Requesting Holder (if any) to include its Registrable Securities in such Registration shall be conditioned upon such
Holder’s participation in such Underwritten Offering and the inclusion of such Holder’s Registrable Securities in such Underwritten
Offering to the extent provided herein.  All such Holders proposing to distribute their Registrable Securities through an Underwritten
Offering under this Section 2.1.3 shall enter into an underwriting agreement in customary form with the Underwriter(s) selected
for such Underwritten Offering by the Company, which Underwriter(s) shall be reasonably acceptable to a majority-in-interest of the Demanding
Holders initiating the Demand Registration.


 


2.1.4 Reduction
of Underwritten Offering. If the managing Underwriter(s) for a Demand Registration that is to be an Underwritten Offering, in good
faith, advises the Company, the Demanding Holders and the Requesting Holders (if any) in writing that the dollar amount or number of
Registrable Securities which the Demanding Holders and the Requesting Holders (if any) desire to sell, taken together with all other
shares of Common Stock or other equity securities which the Company desires to sell and the shares of Common Stock, if any, as to which
a Registration has been requested pursuant to separate written contractual piggy-back registration rights held by other stockholders
of the Company who desire to sell, exceeds the maximum dollar amount or maximum number of equity securities that can be sold in the Underwritten
Offering without adversely affecting the proposed offering price, the timing, the distribution method, or the probability of success
of such Underwritten Offering (such maximum dollar amount or maximum number of securities, as applicable, the “Maximum Number
of Securities”), then the Company shall include in such Underwritten Offering, as follows: (i) first, the Registrable
Securities of the Demanding Holders and the Requesting Holders (if any) (pro rata based on the respective number of Registrable Securities
that each Demanding Holder and Requesting Holder (if any) has requested be included in such Underwritten Registration and the aggregate
number of Registrable Securities that the Demanding Holders and Requesting Holders have requested be included in such Underwritten Registration
(such proportion is referred to herein as “Pro Rata”, provided, however, that such Pro Rata proportion shall not include
any unvested Earnout Shares)) that can be sold without exceeding the Maximum Number of Securities; (ii) second, to the extent that the
Maximum Number of Securities has not been reached under the foregoing clause (i), Common Stock or other equity securities that the Company
desires to sell, which can be sold without exceeding the Maximum Number of Securities; and (iii) third, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (i) and (ii), Common Stock or other equity securities of other
persons or entities that the Company is obligated to register in a Registration pursuant to separate written contractual arrangements
with such persons and that can be sold without exceeding the Maximum Number of Securities.


 




    5


     


    

  


2.1.5 Demand
Registration Withdrawal. A majority-in-interest of the Demanding Holders initiating a Demand Registration pursuant to a Registration
under Section 2.1.1 shall have the right to withdraw from a Registration pursuant to such Demand Registration for any or no reason
whatsoever upon written notification to the Company and the Underwriter(s) (if any) of their intention to withdraw from such Registration
prior to the effectiveness of the Registration Statement filed with the Commission with respect to the Registration of their Registrable
Securities pursuant to such Demand Registration.  Notwithstanding anything to the contrary in this Agreement, if with respect to
a Demand Registration, a majority-in-interest of the Demanding Holders initiating a Demand Registration so withdraw from a Registration
pursuant to such Demand Registration, such Registration shall not count as a Demand Registration provided for in Section 2.1.1
and the Company shall be responsible for the Registration Expenses incurred in connection with a Registration pursuant to a Demand Registration
prior to its withdrawal under this Section 2.1.5.


 


Section
2.2 Piggyback Registration. 


 


2.2.1 Piggy-Back
Rights. If, at any time on or after the Effective Time, the Company proposes to file a Registration Statement under the Securities
Act with respect to an offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible
into, equity securities, for its own account or for the account of stockholders of the Company (or by the Company and by stockholders
of the Company, including, without limitation, pursuant to Section 2.1), other than a Registration Statement (i) filed in connection
with any employee stock option or other benefit plan, (ii) for an exchange offer or offering of securities solely to the Company’s
existing stockholders, (iii) for an offering of debt that is convertible into equity securities of the Company, or (iv) for a dividend
reinvestment plan, then the Company shall (x) give written notice of such proposed filing to all of the Holders of Registrable Securities
as soon as practicable but in no event less than ten (10) calendar days before the anticipated filing date of such Registration Statement,
which notice shall describe the amount and type of securities to be included in such offering, the intended method(s) of distribution,
and the name of the proposed managing Underwriter(s), if any, of the offering, and (y) offer to all of the Holders of Registrable Securities
in such notice the opportunity to register the sale of such number of shares of Registrable Securities as such Holders may request in
writing within five (5) calendar days following receipt of such notice (a “Piggyback Registration”). The Company
shall, in good faith, cause such Registrable Securities to be included in such Registration and shall use its reasonable best efforts
to cause the managing Underwriter(s) of a proposed Underwritten Offering to permit the Registrable Securities requested to be included
in such Piggyback Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other
disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable
Securities proposing to distribute their Registrable Securities through a Piggyback Registration that involves an Underwriter(s) shall
enter into an underwriting agreement in customary form with the Underwriter(s) selected for such Piggyback Registration.


 


2.2.2 Reduction
of Piggyback Registration. If the managing Underwriter(s) for a Piggyback Registration that is to be an Underwritten Offering, in
good faith, advises the Company and the Holders of Registrable Securities participating in the Piggyback Registration in writing that
the dollar amount or number of securities which the Company desires to sell, taken together with (i) the Common Stock or other equity
securities, if any, as to which Registration has been demanded pursuant to separate written contractual arrangements with persons or
entities other than the Holders of Registrable Securities hereunder, (ii) the Registrable Securities as to which Registration has been
requested under this Section 2.2, and (iii) the Common Stock or other equity securities, if any, as to which Registration has
been requested pursuant to separate written contractual piggyback registration rights of other stockholders of the Company, exceeds the
Maximum Number of Securities, then:


 


(i) If
the Registration is undertaken for the Company’s account, the Company shall include in any such Registration (A) first, the
Common Stock or other equity securities that the Company desires to sell, which can be sold without exceeding the Maximum Number of Securities;
(B) second, to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable
Securities of Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1
hereof, Pro Rata, which can be sold without exceeding the Maximum Number of Securities; and (C) third, to the extent that the Maximum
Number of Securities has not been reached under the foregoing clauses (A) and (B), the Common Stock, if any, as to which Registration
has been requested pursuant to written contractual piggy-back registration rights of other stockholders of the Company not otherwise
covered above, which can be sold without exceeding the Maximum Number of Securities; and


 






    6


     


    

 


(ii) If
the Registration is pursuant to a request by persons or entities other than the Holders of Registrable Securities, then the Company shall
include in any such Registration (A) first, the Common Stock or other equity securities, if any, of such requesting persons or entities,
other than the Holders of Registrable Securities, which can be sold without exceeding the Maximum Number of Securities; (B) second,
to the extent that the Maximum Number of Securities has not been reached under the foregoing clause (A), the Registrable Securities of
Holders exercising their rights to register their Registrable Securities pursuant to subsection 2.2.1, Pro Rata based on
the number of Registrable Securities that each Holder has requested be included in such Underwritten Registration and the aggregate number
of Registrable Securities that the Holders have requested to be included in such Underwritten Registration, which can be sold without
exceeding the Maximum Number of Securities; (C) third, to the extent that the Maximum Number of Securities has not been reached
under the foregoing clauses (A) and (B), the Common Stock or other equity securities that the Company desires to sell, which can
be sold without exceeding the Maximum Number of Securities; and (D) fourth, to the extent that the Maximum Number of Securities
has not been reached under the foregoing clauses (A), (B) and (C), the Common Stock or other equity securities for the account of
other persons or entities that the Company is obligated to register pursuant to separate written contractual arrangements with such persons
or entities, which can be sold without exceeding the Maximum Number of Securities.


 


2.2.3 Piggyback
Registration Withdrawal. Any Holder of Registrable Securities shall have the right to withdraw from a Piggyback Registration for
any or no reason whatsoever upon written notification to the Company and the Underwriter(s) of his, her or its intention to withdraw
from such Piggyback Registration prior to the effectiveness of the Registration Statement filed with the Commission with respect to such
Piggyback Registration.  The Company (whether on its own good faith determination or as the result of a request for withdrawal by
persons pursuant to separate written contractual obligations) may withdraw a Registration Statement filed with the Commission in connection
with a Piggyback Registration at any time prior to the effectiveness of such Registration Statement.  Notwithstanding anything to
the contrary in this Agreement, the Company shall be responsible for the Registration Expenses incurred in connection with the Piggyback
Registration prior to its withdrawal under this subsection 2.2.3. 


 


2.2.4 Unlimited
Piggyback Registration Rights. For purposes of clarity, any Registration effected pursuant to Section 2.2 hereof shall
not be counted as a Registration pursuant to a Demand Registration effected under Section 2.1 hereof.


 


2.2.5 Right
to Terminate Registration. The Company shall have the right to terminate or withdraw any registration initiated by it under this
Section 2.2 prior to the effectiveness of such registration whether or not any Holder of Registrable Securities has elected to
include securities in such registration.


 


Section
2.3 Registration on Form S-3. The Holders of Registrable Securities may at any time, and from time to time, request in writing
that the Company, pursuant to Rule 415 under the Securities Act (or any successor rule promulgated thereafter by the Commission), register
the resale of any or all of their Registrable Securities on Form S-3; provided, that the Company shall not be obligated to effect
such request through an Underwritten Offering. Within five (5) calendar days of the Company’s receipt of a written request from
a Holder or Holders of Registrable Securities for a Registration on Form S-3, the Company shall promptly give written notice of the proposed
Registration on Form S-3 to all other Holders of Registrable Securities, and each Holder of Registrable Securities who thereafter wishes
to include all or a portion of such Holder’s Registrable Securities in such Registration on Form S-3 shall so notify the Company,
in writing, within ten (10) calendar days after the receipt by the Holder of the notice from the Company. As soon as practicable thereafter,
but not more than twenty (20) calendar days after the Company’s initial receipt of such written request for a Registration on Form
S-3, the Company shall register all or such portion of such Holder’s Registrable Securities as are specified in such written request,
together with all or such portion of Registrable Securities of any other Holder or Holders joining in such request as are specified in
the written notification given by such Holder or Holders; provided, that the Company shall not be obligated to effect any such
Registration pursuant to Section 2.3 hereof if (i) a Form S-3 is not available for such offering; or (ii) the Holders of Registrable
Securities, together with the Holders of any other equity securities of the Company entitled to inclusion in such Registration, propose
to sell the Registrable Securities and such other equity securities (if any) at any aggregate price to the public of less than $5,000,000.
Registrations effected pursuant to this Section 2.3 shall not be counted as Demand Registrations effected pursuant to Section
2.1.


 




    7


     


    

 


Section
2.4 Restrictions on Registration Rights. If (A) during the period starting with the date sixty (60) calendar days prior to
the Company’s good faith estimate of the date of the filing of, and ending on a date one hundred and twenty (120) calendar days
after the effective date of, a Company initiated Registration and provided that the Company has delivered written notice to the Holders
prior to receipt of a Demand Registration pursuant to Section 2.1.1 and it continues to actively employ, in good faith, all reasonable
efforts to cause the applicable Registration Statement to become effective; (B) the Holders have requested an Underwritten Registration
and the Company and the Holders are unable to obtain the commitment of underwriters to firmly underwrite the offer; or (C) in the
good faith judgment of the Board such Registration would be materially detrimental to the Company and the Board concludes as a result
that it is essential to defer the filing of such Registration Statement at such time, then in each case the Company shall furnish to
such Holders a certificate signed by the Chairman of the Board stating that in the good faith judgment of the Board it would be materially
detrimental to the Company for such Registration Statement to be filed in the near future and that it is therefore essential to defer
the filing of such Registration Statement.  In such event, the Company shall have the right to defer such filing for a period of
not more than thirty (30) calendar days; provided, that the Company may not defer its obligation in this manner more than once
in any 12-month period.


 


Article
III


REGISTRATION
PROCEDURES


 


Section
3.1 General Procedures. If at any time on or after the Effective Time the Company is required to effect the registration of any
Registrable Securities pursuant to Section 2, the Company shall use its reasonable best efforts to effect the Registration to
permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the
Company shall, as expeditiously as practicable and in connection with any such request:


 


3.1.1 prepare
and file with the Commission as soon as practicable a Registration Statement with respect to such Registrable Securities and use its
reasonable best efforts to cause such Registration Statement to become effective and remain effective until all Registrable Securities
covered by such Registration Statement have been sold;


 


3.1.2 prepare
and file with the Commission such amendments and post-effective amendments to the Registration Statement, and such supplements to the
Prospectus, as may be reasonably requested by the Holders or any Underwriter of Registrable Securities or as may be required by the rules,
regulations or instructions applicable to the registration form used by the Company or by the Securities Act or rules and regulations
thereunder to keep the Registration Statement effective until all Registrable Securities covered by such Registration Statement are sold
in accordance with the intended plan of distribution set forth in such Registration Statement or supplement to the Prospectus;


 


3.1.3 prior
to filing a Registration Statement or Prospectus, or any amendment or supplement thereto, furnish without charge to the Underwriters,
if any, and the Holders of Registrable Securities included in such Registration, and such Holders’ legal counsel, copies of such
Registration Statement as proposed to be filed, each amendment and supplement to such Registration Statement (in each case including
all exhibits thereto and documents incorporated by reference therein), the Prospectus included in such Registration Statement (including
each preliminary Prospectus), and such other documents as the Underwriters and the Holders of Registrable Securities included in such
Registration or the legal counsel for any such Holders may request in order to facilitate the disposition of the Registrable Securities
owned by such Holders;


 


3.1.4 prior
to any public offering of Registrable Securities, use its reasonable best efforts to (i) register or qualify the Registrable Securities
covered by the Registration Statement under such securities or “blue sky” laws of such jurisdictions in the United States
as the Holders of Registrable Securities included in such Registration Statement (in light of their intended plan of distribution) may
request and (ii) take such action necessary to cause such Registrable Securities covered by the Registration Statement to be registered
with or approved by such other governmental authorities as may be necessary by virtue of the business and operations of the Company and
do any and all other acts and things that may be necessary or advisable to enable the Holders of Registrable Securities included in such
Registration Statement to consummate the disposition of such Registrable Securities in such jurisdictions; provided, that the
Company shall not be required to qualify generally to do business in any jurisdiction where it would not otherwise be required to qualify
or take any action to which it would be subject to general service of process or taxation in any such jurisdiction where it is not then
otherwise so subject;


 




    8


     


    

 


3.1.5 cause
all such Registrable Securities to be listed on each securities exchange or automated quotation system on which similar securities issued
by the Company are then listed;


 


3.1.6 provide
a transfer agent or warrant agent, as applicable, and registrar for all such Registrable Securities no later than the effective date
of such Registration Statement;


 


3.1.7 advise
each seller of such Registrable Securities, promptly after it shall receive notice or obtain knowledge thereof, of the issuance of any
stop order by the Commission suspending the effectiveness of such Registration Statement or the initiation or threatening of any proceeding
for such purpose and promptly use its reasonable best efforts to prevent the issuance of any stop order or to obtain its withdrawal if
such stop order should be issued;


 


3.1.8 advise
each Holder of Registrable Securities covered by such Registration Statement, promptly after the Company receives notice thereof, of
the time when such Registration Statement has been declared effective or a supplement to any Prospectus forming a part of such registration
statement has been filed;


 


3.1.9 at
least five (5) calendar days prior to the filing of any Registration Statement or Prospectus or any amendment or supplement to such
Registration Statement or Prospectus, furnish a copy thereof to each seller of such Registrable Securities or its counsel, including,
without limitation, providing copies promptly upon receipt of any comment letters received with respect to any such Registration Statement
or Prospectus;


 


3.1.10 notify
the Holders at any time when a Prospectus relating to such Registration Statement is required to be delivered under the Securities Act,
of the happening of any event as a result of which the Prospectus included in such Registration Statement, as then in effect, includes
a Misstatement, and then to correct such Misstatement as set forth in Section 3.4 hereof;


 


3.1.11 permit
a representative of the Holders (such representative to be selected by a majority-in-interest of the participating Holders), the Underwriters,
if any, and any attorney or accountant retained by such Holders or Underwriter to participate, at each such person’s own expense,
in the preparation of the Registration Statement, and cause the Company’s officers, directors and employees to supply all information
reasonably requested by any such representative, Underwriter, attorney or accountant in connection with the Registration; provided,
that such representatives or Underwriters enter into a confidentiality agreement, in form and substance reasonably satisfactory to the
Company, prior to the release or disclosure of any such information; and provided, further, the Company may not include
the name of any Holder or any information regarding any Holder in any Registration Statement or Prospectus, any amendment or supplement
to such Registration Statement or Prospectus, any document that is to be incorporated by reference into such Registration Statement or
Prospectus, or any response to any comment letter, without the prior written consent of such Holder and providing each such Holder a
reasonable amount of time to review and comment on such applicable document, which comments the Company shall include unless contrary
to applicable law (for the avoidance of doubt, once approved by such Holder, the Company may publish the name and such information approved
by the Holder in substantially the same form in subsequent documents included or incorporated by reference into a Registration Statement
or Prospectus as required by the SEC without such Holder’s prior written consent);


 


3.1.12 obtain
a “comfort” letter from the Company’s independent registered public accountants in the event of an Underwritten Registration,
in customary form and covering such matters of the type customarily covered by “comfort” letters as the managing Underwriter
may reasonably request, and may be found reasonably satisfactory to a majority-in-interest of the participating Holders and such managing
Underwriter;


 


3.1.13 on
the date the Registrable Securities are delivered for sale pursuant to such Registration, obtain an opinion and negative assurance letter,
dated such date, of counsel representing the Company for the purposes of such Registration, addressed to the Holders, the placement agent
or sales agent, if any, and the Underwriters, if any, covering such legal matters with respect to the Registration in respect of which
such opinion is being given as the Holders, placement agent, sales agent, or Underwriter may reasonably request and as are customarily
included in such opinions and negative assurance letters, and may be found reasonably satisfactory to a majority in interest of the participating
Holders;


 




    9


     


    

 


3.1.14 in
the event of any Underwritten Offering, enter into and perform its obligations under an underwriting agreement, in usual and customary
form, with the managing Underwriter of such offering;


 


3.1.15 make
available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve (12)
months beginning with the first day of the Company’s first full calendar quarter after the effective date of the Registration Statement
which satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 thereunder (or any successor rule promulgated
thereafter by the Commission);


 


3.1.16 if
the Registration involves the Registration of Registrable Securities involving gross proceeds in excess of $25,000,000, use its reasonable
efforts to make available senior executives of the Company to participate in customary “road show” presentations that may
be reasonably requested by the Underwriter in any Underwritten Offering; and


 


3.1.17 otherwise,
in good faith, cooperate reasonably with, and take such customary actions as may reasonably be requested by the Holders, in connection
with such Registration.


 


Section
3.2 Registration Expenses. Except as otherwise provided herein, the Registration Expenses of all Registrations shall be borne
by the Company.  It is acknowledged by the Holders that the Holders shall bear all incremental selling expenses relating to the
sale of Registrable Securities, such as Underwriters’ commissions and discounts, brokerage fees, Underwriter marketing costs and,
other than as set forth in the definition of “Registration Expenses,” all reasonable fees and expenses of any legal
counsel representing the Holders.


 


Section
3.3 Requirements for Participation in Underwritten Offerings.  No person or entity may participate in any Underwritten Offering
for equity securities of the Company pursuant to a Registration initiated by the Company hereunder unless such person or entity (i) agrees
to sell such person’s or entity’s securities on the basis provided in any underwriting arrangements approved by the Company
and (ii) completes and executes all customary questionnaires, powers of attorney, indemnities, lock-up agreements, underwriting
agreements and other customary documents as may be reasonably required under the terms of such underwriting arrangements.


 


Section
3.4 Suspension of Sales; Adverse Disclosure.  Upon receipt of written notice from the Company that (i) a Registration Statement
or Prospectus contains a Misstatement or (ii) a Registration Statement is no longer effective (including by reason of the fact that a
post-effective amendment to such Registration Statement has been filed and has not yet been declared effective), each of the Holders
shall forthwith discontinue disposition of Registrable Securities until such Holder has received copies of a supplemented or amended
Registration Statement and Prospectus correcting the Misstatement or lack of effectiveness (it being understood that the Company hereby
covenants to prepare and file such supplemented or amended Prospectus as soon as practicable after the time of such notice), or until
he, she or it is advised in writing by the Company that the use of the Prospectus may be resumed.  If the filing, initial effectiveness
or continued use of a Registration Statement in respect of any Registration at any time would require the Company to make an Adverse
Disclosure or would require the inclusion in such Registration Statement of financial statements that are unavailable to the Company
for reasons beyond the Company’s control, the Company may, upon giving prompt written notice of such action to the Holders, delay
the filing or initial effectiveness of, or suspend use of, such Registration Statement for the shortest period of time, but in no event
more than thirty (30) calendar days, determined in good faith by the Company to be necessary for such purpose.  In the event the
Company exercises its rights under the preceding sentence, the Holders agree to suspend, immediately upon their receipt of the notice
referred to above, their use of the Prospectus relating to any Registration in connection with any sale or offer to sell Registrable
Securities.  The Company shall immediately notify the Holders of the expiration of any period during which it exercised its rights
under this Section 3.4, and upon the expiration of such period the Holders shall be entitled to resume the use of any such
Prospectus in connection with any sale or offer to sell Registrable Securities, and upon the expiration of such period the Holders shall
be entitled to resume the use of any such Prospectus in connection with any sale or offer to sell Registrable Securities.


 




    10


     


    

 


Section
3.5 Reporting Obligations.  As long as any Holder shall own Registrable Securities, the Company, at all times while it shall
be a reporting company under the Exchange Act, covenants to file timely (or obtain extensions in respect thereof and file within the
applicable grace period) all reports required to be filed by the Company after the date hereof pursuant to Sections 13(a) or
15(d) of the Exchange Act and to promptly furnish the Holders with true and complete copies of all such filings.  The
Company further covenants that it shall take such further action as any Holder may reasonably request, all to the extent required from
time to time to enable such Holder to sell Registrable Securities held by such Holder without registration under the Securities Act within
the limitation of the exemptions provided by Rule 144 promulgated under the Securities Act (or any successor rule promulgated
thereafter by the Commission), including providing any legal opinions.  Upon the request of any Holder, the Company shall deliver
to such Holder a written certification of a duly authorized officer as to whether it has complied with such requirements.


 


Article
IV


INDEMNIFICATION
AND CONTRIBUTION


 


Section
4.1 Indemnification by the Company. The Company agrees to indemnify, to the extent permitted by law, and hold harmless each Holder
of Registrable Securities, its officers and directors and each person who controls such Holder (within the meaning of the Securities
Act) from and against any losses, claims, damages, liabilities and expenses (including reasonable attorneys’ fees) caused by any
untrue or alleged untrue statement of material fact contained in any Registration Statement, Prospectus or preliminary Prospectus, or
any amendment or supplement to any of them, or any omission or alleged omission of a material fact required to be stated therein or necessary
to make the statements therein not misleading, except insofar as the same is contained in any information furnished in writing to the
Company by the Holder expressly for use therein.  The Company also shall indemnify any Underwriter of the Registrable Securities,
their officers and directors and each person who controls such Underwriter (within the meaning of the Securities Act) on substantially
the same basis as that of the indemnification of the Holder provided in this Section 4.1.


 


Section
4.2 Indemnification by Holders of Registrable Securities. In connection with any Registration Statement in which a Holder of Registrable
Securities is participating, such Holder shall furnish to the Company in writing such information and affidavits as the Company reasonably
requests for use in connection with any such Registration Statement or Prospectus and, to the extent permitted by law, shall indemnify
the Company, its directors and officers and agents and each person who controls the Company (within the meaning of the Securities Act)
against any losses, claims, damages, liabilities and expenses (including without limitation reasonable attorneys’ fees) resulting
from any untrue statement of material fact contained in the Registration Statement, Prospectus or preliminary Prospectus or any amendment
thereof or supplement thereto or any omission of a material fact required to be stated therein or necessary to make the statements therein
not misleading, but only to the extent that such untrue statement or omission is contained in any information or affidavit so furnished
in writing by such Holder expressly for use therein; provided, that the obligation to indemnify shall be several, not joint and
several, among such Holders of Registrable Securities, and the liability of each such Holder of Registrable Securities shall be in proportion
to and limited to the net proceeds received by such Holder from the sale of Registrable Securities pursuant to such Registration Statement. 
Each Holder shall indemnify any Underwriter of Registrable Securities sold by such Holder, their officers, directors and each person
who controls such Underwriters (within the meaning of the Securities Act) to the same extent as provided in the foregoing with respect
to indemnification of the Company.


 


Section
4.3  Conduct of Indemnification Proceedings. Any person entitled to indemnification herein shall (i) give prompt written
notice to the indemnifying party of any claim with respect to which it seeks indemnification (provided that the failure to give prompt
notice shall not impair any person’s right to indemnification hereunder to the extent such failure has not materially prejudiced
the indemnifying party) and (ii) unless in such indemnified party’s reasonable judgment a conflict of interest between such
indemnified and indemnifying parties may exist with respect to such claim, permit such indemnifying party to assume the defense of such
claim with counsel reasonably satisfactory to the indemnified party.  If such defense is assumed, the indemnifying party shall not
be subject to any liability for any settlement made by the indemnified party without its consent (but such consent shall not be unreasonably
withheld, conditioned or delayed).  An indemnifying party who is not entitled to, or elects not to, assume the defense of a claim
shall not be obligated to pay the fees and expenses of more than one counsel for all parties indemnified by such indemnifying party with
respect to such claim, unless in the reasonable judgment of any indemnified party a conflict of interest may exist between such indemnified
party and any other of such indemnified parties with respect to such claim.  No indemnifying party shall, without the consent of
the indemnified party, consent to the entry of any judgment or enter into any settlement which cannot be settled in all respects by the
payment of money (and such money is so paid by the indemnifying party pursuant to the terms of such settlement) or which settlement does
not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all
liability in respect to such claim or litigation.


 




    11


     


    

 


Section
4.4 Survival. The indemnification provided for under this Agreement shall remain in full force and effect regardless of any investigation
made by or on behalf of the indemnified party or any officer, director or controlling person of such indemnified party and shall survive
the transfer of securities.  The Company and each Holder of Registrable Securities participating in an offering also agrees to make
such provisions as are reasonably requested by any indemnified party for contribution to such party in the event the Company’s
or such Holder’s indemnification is unavailable for any reason.


 


Section
4.5 Contribution. If the indemnification provided under Section 4.1 hereof from the indemnifying party is unavailable
or insufficient to hold harmless an indemnified party in respect of any losses, claims, damages, liabilities and expenses referred to
herein, then the indemnifying party, in lieu of indemnifying the indemnified party, shall contribute to the amount paid or payable by
the indemnified party as a result of such losses, claims, damages, liabilities and expenses in such proportion as is appropriate to reflect
the relative fault of the indemnifying party and the indemnified party, as well as any other relevant equitable considerations. 
The relative fault of the indemnifying party and indemnified party shall be determined by reference to, among other things, whether any
action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission to state a material
fact, was made by, or relates to information supplied by, such indemnifying party or indemnified party, and the indemnifying party’s
and indemnified party’s relative intent, knowledge, access to information and opportunity to correct or prevent such action; provided,
that the liability of any Holder under this Section 4.5 shall be limited to the amount of the net proceeds received by such Holder
in such offering giving rise to such liability.  The amount paid or payable by a party as a result of the losses or other liabilities
referred to above shall be deemed to include, subject to the limitations set forth in Sections 4.1, 4.2 and 4.3
above, any legal or other fees, charges or expenses reasonably incurred by such party in connection with any investigation or proceeding. 
The parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 4.5 were determined
by pro rata allocation or by any other method of allocation, which does not take account of the equitable considerations referred to
in this Section 4.5.  No person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
the Securities Act) shall be entitled to contribution pursuant to this Section 4.5 from any person who was not guilty of
such fraudulent misrepresentation.


 


Article
V


GENERAL
PROVISIONS


 


Section
5.1 Entire Agreement. This Agreement (including Schedule A hereto) constitutes the entire understanding and agreement between
the parties as to the matters covered herein and supersedes and replaces any prior understanding, agreement or statement of intent, in
each case, written or oral, of any and every nature with respect thereto.


 


Section
5.2 Notices. Any notice or other communication required or permitted to be delivered to any party under this Agreement shall be
in writing and shall be deemed properly delivered, given and received (a) upon receipt when delivered by hand, (b) upon transmission,
if sent by facsimile or electronic transmission (in each case with receipt verified by electronic confirmation), or (c) one (1) Business
Day after being sent by courier or express delivery service, specifying next day delivery, with proof of receipt. The addresses, email
addresses and facsimile numbers for such notices and communications are those set forth on the signature pages hereof, or such other
address, email address or facsimile numbers as may be designated in writing hereafter, in the same manner, by any such person.


 




    12


     


    

 


Section
5.3 Assignment; No Third-Party Beneficiaries. This Agreement and the rights, duties and obligations of the Company hereunder may
not be assigned or delegated by the Company in whole or in part. No Holder may assign or delegate such Holder’s rights, duties
and obligations under this Agreement, in whole or in part, except in connection with a transfer of Registrable Securities by such Holder
to a Permitted Transferee. This Agreement and the provisions hereof shall be binding upon and shall inure to the benefit of each of the
parties and the permitted assigns of the applicable Holder, which shall include Permitted Transferees. This Agreement is not intended
to confer any rights or benefits on any persons that are not party hereto other than as expressly set forth in Article 4 and this
Section 5.3. No assignment by any party hereto of such party’s rights, duties and obligations hereunder shall be binding
upon or obligate the Company unless and until the Company shall have received (i) written notice of such assignment and (ii) the
written agreement of the assignee, in a form reasonably satisfactory to the Company, to be bound by the terms and provisions of this
Agreement (which may be accomplished by an addendum or certificate of joinder to this Agreement).


 


Section
5.4 Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same
agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other
parties, it being understood that all parties need not sign the same counterpart and such counterparts may be delivered by the parties
hereto via facsimile or electronic transmission.


 


Section
5.5 Amendment; Waiver. This Agreement may be amended or modified, and any provision hereof may be waived, in whole or in part,
at any time pursuant to an agreement in writing executed by the Company and Holders holding a majority of the Registrable Securities
at such time; provided, however, that notwithstanding the foregoing, any amendment hereto or waiver hereof that adversely
affects one Holder, solely in his, her or its capacity as a holder of the shares of capital stock of the Company, in a manner that is
materially different from the other Holders (in such capacity) shall require the consent of the Holder so affected. Any failure by any
party at any time to enforce any of the provisions of this Agreement shall not be construed a waiver of such provision or any other provisions
hereof.


 


Section
5.6 Severability. In the event that any provision of this Agreement or the application thereof becomes or is declared by a court
of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect
and the application of such provision to other persons or circumstances will be interpreted so as reasonably to effect the intent of
the parties hereto.


 


Section
5.7 Governing Law; Venue. This Agreement shall be governed by, interpreted under, and construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be performed within the State of New York, without giving effect to
any choice-of-law provisions thereof that would compel the application of the substantive laws of any other jurisdiction.


 


Section
5.8 Specific Performance. Each party acknowledges and agrees that the other parties hereto would be irreparably harmed and would
not have any adequate remedy at law in the event that any of the provisions of this Agreement were not performed by such first party
in accordance with their specific terms or were otherwise breached by such first party. Accordingly, each party agrees that the other
parties hereto shall be entitled to an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the
terms and provisions of this Agreement, this being in addition to any other remedy to which such parties are entitled at law or in equity.


 


[Signature
Page Follows.]


 




    13


     


    

 


IN
WITNESS WHEREOF, each of the parties has executed this Agreement as of the date first written above.


 


	 	ACQUIROR:
	 	 	 
	 	FALCON CAPITAL ACQUISITION CORP.
	 	 	 
	 	By:	/s/ Alan G. Mnuchin
	 	Name: 	Alan G. Mnuchin 
	 	Title: 	Chief Executive Officer
	 	 	 
	 	 	 
	 	Address for Notice:
	 	 
	 	Falcon Capital Acquisition Corp.
	 	660 Madison Avenue, 12th Floor
	 	New York, NY 10065
	 	Attn: Alan G. Mnuchin
	 	 
	 	SHARECARE:
	 	 	 
	 	SHARECARE, INC.
	 	 	 
	 	By:	/s/ Colin Daniel
	 	Name: 	Colin Daniel
	 	Title: 	EVP, Finance and HR 
	 	 	 
	 	Address for Notice:
	 	Sharecare, Inc.
	 	255 East Paces Ferry Road
	 	Atlanta, GA 30305
	 	Attn: General Counsel
	 	Email:





 




     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	FALCON EQUITY INVESTORS, LLC, a Delaware limited liability company
	 	 	 
	 	By: EAGLE FALCON JV CO LLC, its managing member
	 	 	 
	 	By:	/s/ Alan G. Mnuchin
	 	Name: 	Alan G. Mnuchin
	 	Title: 	Managing Member


 


[Signature Page to Registration Rights Agreement]


 



     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	By:	/s/ Edgar
    Bronfman Jr.
	 	Name: 	Edgar
    Bronfman Jr.


 





	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


  


[Signature Page to Registration Rights Agreement]

 




     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	By:	/s/ Karen
    Finerman
	 	Name: 	Karen
    Finerman


 


	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 


[Signature Page to Registration Rights Agreement]

 




     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	By:	/s/ Michael Ronen
	 	Name: 	Michael Ronen


 


	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 


[Signature Page to Registration Rights Agreement]

 




     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	BLUE CROSS OF CALIFORNIA
	 	 	 
	 	By:	/s/ Vincent Scher
	 	Name: 	Vincent Scher
	 	Title: 	Authorized Signatory 


 


	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	ATH HOLDING COMPANY, LLC
	 	 	 
	 	By:	/s/ Vincent Scher
	 	Name: 	Vincent Scher
	 	Title: 	Authorized Signatory 


 


	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 


[Signature Page to Registration Rights Agreement]

 




     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	ARNOLD MEDIA GROUP, LLC
	 	 	 
	 	By:	/s/ Jeffrey
    T. Arnold 
	 	Name: 	Jeffrey
    T. Arnold
	 	Title: 	Manager


 


	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 


[Signature Page to Registration Rights Agreement]

  




     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	JT ARNOLD ENTERPRISES II, LLLP
	 	 	 
	 	By:	/s/ Jeffrey
    T. Arnold
	 	Name:	Jeffrey
    T. Arnold
	 	Title:	General
    Partner


 





	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 


[Signature Page to Registration Rights Agreement]


 




     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	By:	/s/ Jeffrey
    T. Arnold
	 	Name: 	Jeffrey
    T. Arnold


 


	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 


[Signature Page to Registration Rights Agreement] 


 




     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	JL FERRERO ENTERPRISE, LLLP
	 	 	 
	 	By:	/s/ Justin
Ferrero
	 	Name: 	Justin
    Ferrero
	 	Title: 	General
    Partner


 


	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 


[Signature Page to Registration Rights Agreement]


 




     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	By: 	/s/ Justin
    Ferrero
	 	Name: 	Justin
    Ferrero


 


	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 


[Signature Page to Registration Rights Agreement]

 




     


     


    



 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	QUEEN B FAMILY MANAGEMENT COMPANY, LLLP
	 	 	 
	 	By:	/s/ Dawn Whaley
	 	Name: 	Dawn Whaley
	 	Title: 	General Partner



 





	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 


[Signature Page to Registration Rights Agreement]


 






     


     


    

 





IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 





	 	HOLDER:
	 	 	 
	 	By:	/s/ Dawn
    Whaley
	 	Name: 	Dawn
    Whaley



 





	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 




     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	CLARITAS SHARECARE F3 LLC
	 	 	 
	 	By:	/s/ John
    H. Chadwick
	 	Name: 	John
    H. Chadwick
	 	Title: 	Managing
    Member


 





	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 




     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	CLARITAS CAPITAL FUND IV, LP
	 	 	 
	 	By: Claritas Capital EGF-IV Partners, LLC, its Managing Member
	 	 	 
	 	By:	/s/ John
H. Chadwick
	 	Name: 	John
    H. Chadwick
	 	Title: 	Managing
    Member


 





	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 









     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	CLARITAS SHARECARE PARTNERS, LLC
	 	 	 
	 	By: Claritas Capital EGF-IV Partners, LLC, its Managing Member
	 	 	 
	 	By:	/s/
    John
    H. Chadwick
	 	Name: 	John
    H. Chadwick
	 	Title:	Managing
    Member


 





	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 




     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	CLARITAS SC Partners, LLC
	 	 	 
	 	By: Claritas SC-SLP GP, its Managing Member
	 	 	 
	 	By:	/s/
    John
    H. Chadwick
	 	Name: 	John
    H. Chadwick
	 	Title:	Partner


 





	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 




     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	CLARITAS OPPORTUNITY FUND II, LP
	 	 	 
	 	By: Claritas Opportunity Fund Partners II, LLC, its Managing Member
	 	 	 
	 	By:	/s/ John
H. Chadwick
	 	Name: 	John
    H. Chadwick
	 	Title:	Managing
    Member


 





	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 




     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	Claritas Opportunity Fund 2013, LP
	 	 	 
	 	By: Claritas Capital EGF – V Partners, LLC, its General Partner
	 	 	 
	 	By:	/s/ John
    H. Chadwick
	 	Name: 	John
    H. Chadwick
	 	Title:	Managing
    Member


 





	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 









     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	Claritas SHARECARE CN PARTNERS, LLC 
	 	 	 
	 	By: Claritas Capital SLP – V GP, its Managing Member
	 	 	 
	 	By:	/s/ John
H. Chadwick
	 	Name: 	John
    H. Chadwick
	 	Title: 	Partner


 





	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 




     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	Claritas Irby, LLC
	 	 	 
	 	By: Claritas Capital SLP – V GP, its Managing Member
	 	 	 
	 	By:	/s/
    John
    H. Chadwick
	 	Name: 	John
    H. Chadwick
	 	Title:	Partner


 





	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 




     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	CLARITAS OPPORTUNITY FUND IV, L.P.  
	 	 	 
	 	By: CC Partners IV, LLC, its General Partner
	 	 	 
	 	By:	/s/
    John
    H. Chadwick
	 	Name: 	John
    H. Chadwick
	 	Title: 	Managing
    Member


 





	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 




     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	CLARITAS SHARECARE-CS PARTNERS, LLC
	 	 	 
	 	By: CC SLP IV, GP, its Managing Member
	 	 	 
	 	By:	/s/ John
H. Chadwick
	 	Name: 	John
    H. Chadwick
	 	Title: 	Partner


 


 


	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 









     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	Claritas Dozoretz partners, LLC
	 	 	 
	 	By: Claritas Capital SLP V, GP, its Managing Member
	 	 	 
	 	By:	/s/ John H.
    Chadwick
	 	Name: 	John
    H. Chadwick
	 	Title: 	Partner


 





	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 









     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	CLARITAS IRBY PARTNERS II, LLC
	 	 	 
	 	By: Claritas Capital, LLC, its Managing Member
	 	 	 
	 	By:	/s/ John
H. Chadwick
	 	Name: 	John
    H. Chadwick
	 	Title:	Managing
    Member


 





	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 






     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	CLARITAS SHARP PARTNERS, LLC
	 	 	 
	 	By: Claritas Capital, LLC, its Managing Member
	 	 	 
	 	By:	/s/ John
H. Chadwick
	 	Name: 	John
    H. Chadwick
	 	Title:	Managing
    Member


 





	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 






     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	CLARITAS FRIST PARTNERS, LLC
	 	 	 
	 	By: CC Partners IV, LLC, its Managing Member
	 	 	 
	 	By:	/s/ John
H. Chadwick
	 	Name: 	John
    H. Chadwick
	 	Title:	Managing
    Member


 





	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 






     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	CLARITAS CORNERSTONE FUND, LP
	 	 	 
	 	By: CC Partners IV, LLC, its General Partner
	 	 	 
	 	By:	/s/ John
H. Chadwick
	 	Name:	John
    H. Chadwick
	 	Title:	Managing
    Member


 





	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 




     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	CLARITAS SC BACTES PARTNERS, LLC
	 	 	 
	 	By: Claritas SCB SLP, GP, its Managing Member
	 	 	 
	 	By:	/s/ John H.
    Chadwick
	 	Name:	John
    H. Chadwick
	 	Title:	Managing
    Member


 





	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 




     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	CLARITAS SHARECARE 2018 NOTES, LLC
	 	 	 
	 	By: CC SLP V, GP, its Managing Member
	 	 	 
	 	By:	/s/
    John
    H. Chadwick
	 	Name: 	John
    H. Chadwick
	 	Title: 	Partner


 





	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 




     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	claritas sharecare notes, LLC
	 	 	 
	 	By: CC SLP V, GP, its Managing Member
	 	 	 
	 	By:	/s/
    John
    H. Chadwick
	 	Name: 	John
    H. Chadwick
	 	Title: 	Partner


 


	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 




     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	PINNACLE FINANCIAL PARTNERS, INC.
	 	 	 
	 	By: Claritas Capital, LLC, its Investment Manager and Attorney-In-Fact
	 	 	 
	 	By:	/s/ John
H. Chadwick
	 	Name: 	John
    H. Chadwick
	 	Title: 	Partner


 


	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 


[Signature
Page to Registration Rights Agreement]


 




     


     


    

  


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	CLARITAS SHARECARE 2019 NOTES, LLC
	 	 	 
	 	By: CC SLP V, GP, its Managing Member
	 	 	 
	 	By:	/s/ John
H. Chadwick
	 	Name: 	John
    H. Chadwick
	 	Title: 	Partner


 


	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 


[Signature
Page to Registration Rights Agreement]


 




     


     


    

  


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	claritas Opportunity FUND v, Lp
	 	 	 
	 	By: CC Partners V, LLC, its General Partner
	 	 	 
	 	By:	/s/
    John
    H. Chadwick
	 	Name:	John
    H. Chadwick
	 	Title: 	Managing
    Member


 


	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


 


[Signature
Page to Registration Rights Agreement]


 




     


     


    

 


IN
WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first written above.


 


	 	HOLDER:
	 	 	 
	 	claritas CAPITAL MANAGEMENT SERVICES, INC.
	 	 	 
	 	By:	/s/ John
H. Chadwick
	 	Name:	John
    H. Chadwick
	 	Title: 	 



 





	 	Address for Notice:
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	Telephone
    No.:	 
	 	 	 
	 	Facsimile
    No.:	 
	 	 	 
	 	Email
    Address:  	 


  


[Signature
Page to Registration Rights Agreement]