Subject: Re: AMERICAN WELL
From: "John DeLoche" <[email-masked]>
To: "Hunter Biden" <[email-masked]>
Cc: "Eric Schwerin" <[email-masked]>, "Neil Callahan" <[email-masked]>, "William Lee" <[email-masked]>
Date: Thu, 20 Feb 2014 12:35:05 -0800

Sounds good. I look forward to learning about it. 

Sent from my iPhone

> On Feb 20, 2014, at 11:58 AM, Hunter Biden <[email-masked]> wrote:
> 
> Guys take a look at this. Eric pls sign NDA- you can attach my digital signature also from my computer- and have Katie fax back. I'd like to set up a call w/ their Management early next week. They are headed toward IPO supposedly in near future and working with GS (confidentially). I really like this company.
> 
> RHB
> 202.333.1880
> 
> Begin forwarded message:
> 
>> From: paul rowan <[email-masked]>
>> Date: February 14, 2014 at 12:23:33 PM EST
>> To: Hunter Biden <[email-masked]>
>> Subject: Fwd: AMERICAN WELL
>> H:
>> I spoke w/ my friend who showed me the deal and he asked that you sign and fax the NDA to 1-617-428-4917.
>> ttyl,
>> PR
>> 
>> ---------- Forwarded message ----------
>> From: GMAIL <[email-masked]>
>> Date: Mon, Feb 10, 2014 at 11:17 AM
>> Subject: AMERICAN WELL
>> To: paul rowan <[email-masked]>
>> 
>> 
>> Paul,
>>  
>> As discussed, please find enclosed:
>> NDA. Please sign and fax to the attention of Brad Gay, Senior Vice President & General Counsel, American Well Corporation at 1-617-428-4917
>> Business Plan
>> I will send other docs on other email because of size.
>>  
>> Take care,
>>  
>> Gonzalo
>>  
>> ------ Original Message ------
>> From: "paul rowan" <[email-masked]>
>> To: "gonzalo rubio paris" <[email-masked]>
>> Sent: 2/10/2014 2:43:36 PM
>> Subject: Re: AMERICAN WELL: MCDA et link to data room
>>  
>>> 2 hours works better for me - thx ---10:45am works best for me - thx
>>> 
>>> 
>>>> On Mon, Feb 10, 2014 at 8:37 AM, <[email-masked]> wrote:
>>>> 
>>>> Paul,
>>>> 
>>>> I am in a meeting. I will be able to call you in 1 hr.
>>>> 
>>>> Take care,
>>>> 
>>>> Gonzalo
>>>> From: Paul
>>>> Sent: Monday, February 10, 2014 13:30
>>>> To: GMAIL
>>>> Subject: Re: AMERICAN WELL: MCDA et link to data room
>>>> 
>>>> I opened the link and glanced at the information - I saw that Spiegel is on the board? How long has he been there ? Is he a founding shareholder? Is Steve Wynn involved? I have many questions. How much is available in this round?price? Post money valuation? Closing? 10 lgst shareholders and when did the get in? Have they invested in each subsequent round? Etc etc
>>>> 
>>>> Sent from my iPhone
>>>> 
>>>>> On Feb 9, 2014, at 12:40 PM, GMAIL <[email-masked]> wrote:
>>>>> 
>>>>> Paul,
>>>>>  
>>>>> I am resending you the link below to access the documents for the placement. We just completed a second 3 day round in GVA and round is oversubscribed. I am invested since day one on this company back in 2006, I know management from their previous venture and this company is about to change how healthcare is done in the US.
>>>>>  
>>>>> Please promise that you will spend 2 hours to review docs. If you like what you read, I will organize a call with CEO.
>>>>>  
>>>>> YOU WILL REGRET IT IF YOU DO NOT TAKE A LOOK AT IT.
>>>>>  
>>>>> I owe you a big favor and I would not be saying this if I did not mean it. Let's talk when you read it.
>>>>>  
>>>>> CIAO,
>>>>>  
>>>>> Gonzalo
>>>>> 
>>>>>  
>>>>> 
>>>>>  
>>>>> 
>>>>>  
>>>>> 
>>>>>  ------ Forwarded Message ------
>>>>> > From: "Ido Schoenberg" <[email-masked]>
>>>>> > To: "Gonzalo Gmail ([email-masked])" <[email-masked]>
>>>>> > Cc: "Bradford Gay" <[email-masked]>
>>>>> > Subject: American Well Strategic Update and Financing
>>>>> >  
>>>>> >
>>>>> >  
>>>>> >
>>>>> > VIA EMAIL
>>>>> >
>>>>> >  
>>>>> >
>>>>> > Re: Strategic Update and Financing
>>>>> >
>>>>> >  
>>>>> >
>>>>> > Dear Gonzalo,
>>>>> >
>>>>> >  
>>>>> >
>>>>> > I am writing today on behalf of our Board of Directors to provide you with an important update regarding our company and to ask for your continued support.   
>>>>> >
>>>>> >  
>>>>> >
>>>>> > We have undertaken a long journey together since American Well’s founding.  In 2008, we signed our first customer, Hawaii Medical Service Association.  Since that time we have established relationships with Blue Cross & Blue Shield plans in New York, North Carolina, Minnesota, Massachusetts, Louisiana, and Rhode Island, as well as with the two largest national health plans, United Health Group and WellPoint.  Today, nearly 1 in 3 Americans gets health insurance through an American Well client.   Three of these partners have also made equity investments in our company and a representative of WellPoint joined our Board.  In addition, we have established two joint ventures with WellPoint and Blue Cross Blue Shield of Minnesota respectively, in order to support professional corporations that offer highly accessible and dependable clinical services.  Together, they form the Online Care Group.  
>>>>> >
>>>>> >  
>>>>> >
>>>>> > American Well now offers reliable online doctor visits with the lowest wait times in the industry through Online Care Group.  Online Care Group is the first and largest physician-owned national network of primary care providers devoted to video telehealth.  It currently provides care using American Well’s platform on a 24 x 7 x 365 basis in 43 different states and the District of Columbia.
>>>>> >
>>>>> >  
>>>>> >
>>>>> > We recently launched our mobile service, which was very well received.  By the end of this year, we will also complete a major software development project that will allow our platform to check eligibility with and submit claims to a large number of payers.  As a result, we will have the capability and opportunity to expand our existing business-to-business offering and establish in parallel our own brand directly with consumers at large.
>>>>> >
>>>>> >  
>>>>> >
>>>>> > American Well has begun to promote our own service via press, social media and new relationships with Fortune 500 employers.  We are also in active dialogue with major retail pharmacies, wholesaler chains and banks that offer Health Savings Accounts – which we hope will lead to significant in-store and online marketing support.  Building our independent brand allows us to control most elements of the consumer experience and awareness creation.  It also directly establishes American Well as a trusted destination for care online.  In summary, American Well is completing a seven-year transition that started with establishing a healthcare IT company that advanced to provide software as service. We later became a provider of a complete service (software and clinical) and are now emerging as an independent Internet brand.  
>>>>> >
>>>>> >  
>>>>> >
>>>>> > In order to complete our strategic transformation, we need to raise additional funds.  Today, following our Board’s approval, we are pleased to offer you the opportunity to purchase shares of Series C preferred stock at the same price and under the same terms as when it was originally sold in 2010.  We have been authorized to sell up to 3,600,000 shares of Series C preferred stock at an aggregate price of $162,000,000, of which 1,256,652 shares were previously issued.  American Well has determined to offer its existing stockholders 555,555 shares of the remaining Series C preferred stock available for issuance at the $45 per share offering price.  This offer is being made on a first-come first-serve basis.
>>>>> >
>>>>> >  
>>>>> >
>>>>> > In order to help you determine whether you would like to participate in this opportunity, we are making available the following materials:
>>>>> >
>>>>> >  
>>>>> >
>>>>> > 1)      Our current business plan, including audited financial statements for 2011 and 2012; and
>>>>> >
>>>>> > 2)      A Subscription Agreement (which includes a term sheet, American Well’s Charter, its Investor Rights Agreement and a summary capitalization table showing the Company’s current structure and the dilutive impact of issuing $25 million of Series C preferred stock).
>>>>> >
>>>>> > These materials can be accessed from the following website: https://downloads.myonlinecare.com/AmWellInvestorDocs.zip.  When you click on this link, you will be prompted for a username and password.  Please enter the following:
>>>>> >
>>>>> > ·         Username: Independent
>>>>> >
>>>>> > ·         Password: Brand
>>>>> >
>>>>> > After entering the username and password above, you may view or download all of these documents.
>>>>> >
>>>>> > If you wish to purchase shares of Series C preferred stock, please fill out and execute one copy of the signature page to the Subscription Agreement (which is attached to this email) for each entity/individual that will be investing and return each executed signature page via either (i) facsimile to the attention of Brad Gay, Senior Vice President & General Counsel, American Well Corporation at 1-617-428-4917, or (ii) email to [email-masked].  Please note that this financing may be oversubscribed and you are not guaranteed to receive the number of shares which you request to purchase.
>>>>> >
>>>>> > If you have any questions, please do not hesitate to call me directly at 617-204-3555 or by email to [email-masked]. 
>>>>> >
>>>>> >  
>>>>> >
>>>>> > Warm regards,
>>>>> >
>>>>> >  
>>>>> >
>>>>> > Dr. Ido Schoenberg
>>>>> >
>>>>> > Chairman & CEO
>>>>> >
>>>>> > American Well Corporation
>>>>> >
>>>>> >  
>>>>> 
>>>>> <Mutual Confidential Disclosure Agreement.pdf>
> <American Well - 2013 Corporate Business Plan.pdf>
> <Mutual Confidential Disclosure Agreement.pdf