EMAIL DETAILS

RHB,


Here are some talking points that may be helpful for the broader group. We
have a call from 1:30-3pm EST tomorrow, so a 3:30pm/4pm EST call on AmWell
may work well for NY and SF tomorrow.


++++++++++++++++++++

"Hey guys,


I think we are close on an investment thesis that makes sense for RSTP and
opens up exciting potential upside for all of us, as well as helps support,
in my opinion, a very important company to the future of health care
delivery and care in this county.


I suggest a $500k investment in the D round.


As a part of our investment in American Well, we will ask the CEO to agree
to the following:


1. Price: based on the investment and advisory board structure, we
can enter the round at a 30%+ discount through share grants to our advisor
board position that will be transferred back to RSTP.

2. Governance: RHB and one other representative from RSTP will be on
the advisory board to help guide the company

3. Strategic Focus: RSTP requires a recast of the business plan that
identifies quarterly revenue and what the #1, #2 and #3 big revenue areas to
focus on in 2014/15

4. Capital Efficient Culture: creating and instilling a capital
efficient mind set amongst the management team and the staff, reduce
operating expenses to be in line with industry and comparable companies

5. RSTP Impact: identify the 2-3 areas of focus for RSTP to have
influence and operating impact to increase revenue and improve profitability
- payer sales, USG impact, brand/direct to consumer marketing program, etc.

6. Gentleman's agreement: will ask for a handshake to sell back our
stake to management at par in 24 months if we are not comfortable with the
direction of the company


I believe this company has a strong potential to achieve our 3x+ target with
our help from an advisory and overall support perspective as well as the
quality of our capital in the company.


I will make this a top priority over the next 24-36 months to ensure this in
a leading company with our portfolio.


Let's try and get on the phone tomorrow afternoon to discuss, does 4pm EST
work for everyone? We can use the 0487# number.


Regards,


RHB"


++++++++++++++++++++++++++++


Neil Callahan

Rosemont Seneca Technology Partners

Carnegie Hall Tower

152 West 57th, 47th Floor

New York, NY 10019

212-933-9965 (o)

917-945-9516 (m)

866-749-8879 (f)

<http://www.rstp.com/> www.rstp.com


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