EMAIL DETAILS

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 <rubioparis@gmail.com>
Date: Mon, Feb 10, 2014 at 11:17 AM
Subject: AMERICAN WELL
To: paul rowan <perowan@gmail.com>


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" <perowan@gmail.com>
To: "gonzalo rubio paris" <rubioparis@gmail.com>
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, <rubioparis@gmail.com> 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 <rubioparis@gmail.com> 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" <Ido@americanwell.com>
> > To: "Gonzalo Gmail (rubioparis@gmail.com)" <rubioparis@gmail.com>
> > Cc: "Bradford Gay" <Bradford.Gay@americanwell.com>
> > 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
> bradford.gay@americanwell.com. 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 ido@americanwell.com.
> >
> >
> >
> > Warm regards,
> >
> >
> >
> > Dr. Ido Schoenberg
> >
> > Chairman & CEO
> >
> > American Well Corporation
> >
> >
>
> <Mutual Confidential Disclosure Agreement.pdf>
>
>