Subject: Re: AMERICAN WELL
From: "Katie Dodge" <[email-masked]>
To: "Hunter Biden" <[email-masked]>
Cc: "Paul Rowan" <[email-masked]>
Date: Fri, 21 Feb 2014 12:47:49 -0500

I sent the fax to that number (617-428-4917) yesterday and received a
confirmation that it was sent 'OK'  - is this the right number?

On Fri, Feb 21, 2014 at 12:45 PM, Hunter Biden <[email-masked]>wrote:

> I will have my office send again- Katie is cc'd. I'll call you this
> afternoon after I finish meetings I have.
>
> RHB
> 202.333.1880
>
> On Feb 21, 2014, at 12:34 PM, Paul Rowan <[email-masked]> wrote:
>
> Attn. Brad Gay
> 617-428-4917 ? I just got an email saying it never got there ? Don't know
> what to say - ttyl
>
> Sent from my iPad
>
> On Feb 21, 2014, at 10:23 AM, Hunter Biden <[email-masked]>
> wrote:
>
> I signed and faxed NDA.  Can I share GS document you spoke about? I want
> to set up a call early next week w/ AW management and my guys.  Thx, H
>
> R. Hunter Biden
> Rosemont Seneca Partners
> Washington D.C.
> 202-333-1880
>
>
>
> On Feb 14, 2014, at 12:23 PM, paul rowan <[email-masked]> wrote:
>
> 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>
>
>
>

-- 
*Katie Dodge*
Executive Assistant/ Office Manager
*Rosemont Seneca Partners*
*1010 Wisconsin Ave., NW,  #705*
*Washington, DC  20007*
*202-333-1880