Arnold Jeffrey T. - 22 Oct 2024 Form 4 Insider Report for Sharecare, Inc.

Footnote F1

Pursuant to the Agreement and Plan of Merger, dated as of June 21, 2024 (the "Agreement"), by and among Sharecare, Inc. ("Sharecare"), Impact Acquiror Inc., a Delaware corporation ("Parent") and Impact Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Company (the "Merger"), with the Company surviving the Merger as a wholly owned subsidiary of Parent. At the effective time of the Merger (the "Effective Time"), each share of Sharecare common stock, par value $0.0001 ("Company Common Stock"), reported in this row was converted into the right to receive a cash payment (without interest and subject to any applicable taxes) equal to the per share merger consideration of $1.43 (the "Merger Consideration"). As a result of the Merger, Reporting Person no longer beneficially owns, directly or indirectly, any shares of Company Common Stock.

Footnote F2

Pursuant to the Rollover Agreement, dated as of June 25, 2024 (the Rollover Agreement), by and among Impact Aggregator LP, a Delaware limited partnership ("Topco LP"), Impact Upper Parent Inc., a Delaware corporation ("Topco Inc.") and each of the Persons listed on the Schedule A attached thereto (each a "Rollover Stockholder" and collectively the "Rollover Stockholders"), each share of Company Common Stock reported in this row (the "Rollover Shares") was contributed to Topco Inc. in exchange for shares of common stock of Topco Inc. having an aggregate value equal the product of the number of shares of Company Common Stock reported in this row multiplied by the Merger Consideration, without interest.

Footnote F3

Reporting Person is the beneficial owner and has sole voting power and investment power over the securities reported herein held by this entity.

Footnote F4

Prior to the Effective Time, Reporting Person entered into an agreement with Topco LP pursuant to which Reporting Person forfeited all Contingent Cash Awards and Contingent Unit Awards (each as defined in the Merger Agreement) that Reporting Person under the Merger Agreement in connection with the RSU/stock option listed in this row, in favor of profits interests of Topco LP with a priority catch up equal to the aggregate value of the forfeited Contingent Cash Awards and Contingent Unit Awards.