🌑 ] Shares AMERICAN WELL CORPORATION CLASS A COMMON STOCK (PAR VALUE $0.01 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • September 8th, 2020 • American Well Corp • Services-business services, nec • New York
NON-QUALIFIED STOCK OPTION AGREEMENT AMERICAN WELL CORPORATIONNon-Qualified Stock Option Agreement • August 24th, 2020 • American Well Corp • Services-business services, nec • Delaware
AGREEMENT (this “Agreement”) made as of , between American Well Corporation (the “Company”), a Delaware corporation having a principal place of business in Boston, Massachusetts, and (the “Participant”).
AMERICAN WELL CORPORATION EMPLOYMENT AGREEMENTEmployment Agreement • May 3rd, 2023 • American Well Corp • Services-business services, nec • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is hereby entered into as of May 19, 2022 (the “Effective Date”) by and between American Well Corporation, a Delaware corporation (the “Company”), and Vaughn Paunovich, an individual (the “Executive”) (hereinafter collectively referred to as “the parties”). Where the context requires, references to the Company shall include the Company’s subsidiaries and affiliates.
🌑 ] Shares AMERICAN WELL CORPORATION CLASS A COMMON STOCK (PAR VALUE $0.01 PER SHARE) UNDERWRITING AGREEMENTUnderwriting Agreement • January 12th, 2021 • American Well Corp • Services-business services, nec • New York
AMERICAN WELL CORPORATION EMPLOYMENT AGREEMENTEmployment Agreement • August 24th, 2020 • American Well Corp • Services-business services, nec • Massachusetts
THIS EMPLOYMENT AGREEMENT (the “Agreement”) is hereby entered into as of June 18, 2020 (the “Effective Date”) by and between American Well Corporation, a Delaware corporation (the “Company”), and Ido Schoenberg, an individual (the “Executive”) (hereinafter collectively referred to as “the parties”). Where the context requires, references to the Company shall include the Company’s subsidiaries and affiliates.
AGREEMENT AND PLAN OF MERGER BY AND AMONG AMERICAN WELL CORPORATION, SILVERCLOUD HEALTH HOLDINGS INC., SHANNON MERGER SUBSIDIARY Inc., Shannon MERGER Sister SubSIDIARY, LLC, AND FORTIS ADVISORS LLC, AS THE SECURITYHOLDER REPRESENTATIVE NAMED HEREIN...Agreement and Plan of Merger • October 8th, 2021 • American Well Corp • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER (“Agreement”) is made and entered into as of July 28, 2021, by and among: American Well Corporation, a Delaware corporation (“Parent”), Shannon Merger Subsidiary Inc., a Delaware corporation and a direct wholly owned subsidiary of Parent (“Merger Sub”); Shannon Merger Sister Subsidiary, LLC, a Delaware limited liability company and a direct wholly owned subsidiary of Parent (“Sister Subsidiary”); SilverCloud Health Holdings Inc., a Delaware corporation (the “Company”) and Fortis Advisors LLC, a Delaware limited liability company, separately in the capacity as the Securityholder Representative (the “Securityholder Representative”).
AMENDMENT NO. 1 EMPLOYMENT AGREEMENTEmployment Agreement • November 8th, 2022 • American Well Corp • Services-business services, nec
THIS AMENDMENT NO. 1 (this “Amendment”) to the Employment Agreement by and between Kurt Knight (“Executive”) and American Well Corporation, a Delaware corporation (the “Company”), dated as of August 26, 2020 (the “Original Agreement”), is entered into by and between the Company and Executive as of the last date set forth on the signature page below.
BUSINESS SUPPORT SUBCONTRACTOR SERVICES AGREEMENTBusiness Support Agreement • August 24th, 2020 • American Well Corp • Services-business services, nec • Delaware
THIS BUSINESS ASSOCIATE SUBCONTRACT AGREEMENT (the “Agreement”) is entered into this 19th day of December, 2012 (“Effective Date”) by and between National Telehealth Network, LLC (“Business Associate”) and American Well Corporation (“Subcontractor”).
RESTRICTED STOCK UNIT AGREEMENT AMERICAN WELL CORPORATIONAgreement • August 24th, 2020 • American Well Corp • Services-business services, nec • Delaware
AGREEMENT (this “Agreement”) made as of the 18th day of June 2020 (“Effective Date”), between American Well Corporation (the “Company”), a Delaware corporation having a principal place of business in Boston, Massachusetts, and Ido Schoenberg (the “Participant”).
AMENDMENT NO. 6 TO AMENDED AND RESTATED VENDOR AGREEMENTVendor Agreement • November 12th, 2021 • American Well Corp • Services-business services, nec
This Amendment No. 6 (“Amendment”), effective as of July 30, 2021 (“Amendment 5 Effective Date”), is made to that certain Amended and Restated Vendor Agreement (the “Agreement”), dated December 23, 2014, by and among American Well Corporation, a Delaware corporation (“Vendor”), and Health Management Corporation (HMC) dba LiveHealth Online (“Anthem”), on behalf of itself and its affiliates, as amended. Unless otherwise defined, capitalized terms used herein shall have the meanings given to such terms in the Agreement.
AMENDMENT NO. 3 TO AMENDED AND RESTATED VENDOR AGREEMENTVendor Agreement • June 1st, 2020 • American Well Corp • Services-business services, nec
This Amendment No. 3 (“Amendment”), effective as of October 31, 2017 (“Effective Date”), is made to that certain Amended and Restated Vendor Agreement (the “Agreement”), dated December 23, 2014, by and among American Well Corporation, a Delaware corporation (“Vendor”), and Health Management Corporation (HMC) dba LiveHealth Online (“Anthem”), on behalf of itself and its affiliates. Unless otherwise defined, capitalized terms used herein shall have the meanings given to such terms in the Agreement.
AMENDMENT TO Amended & RESTATED EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2021 • American Well Corp • Services-business services, nec
This Amendment to Amended and Restated Employment Agreement (the “Amendment”), amends the Amended & Restated Employment Agreement (the “Agreement”), entered into as of March 24, 2021 by and between American Well Corporation, a Delaware corporation (the “Company”), and Keith Anderson, an individual (the “Executive”), (hereinafter collectively referred to as “the parties”).
ANTHEM BLUE CROSS PROVIDER AGREEMENTProvider Agreement • December 1st, 2022 • American Well Corp • Services-business services, nec
This Provider Agreement (hereinafter "Agreement") is made and entered into by and between Blue Cross of California doing business as Anthem Blue Cross (hereinafter "Anthem") and Online Care Group, P.C. (hereinafter "Provider"), effective as of the date set forth immediately above Anthem's signature (the "Effective Date"). In consideration of the mutual promises and covenants herein contained, the sufficiency of which is acknowledged by the parties, the parties agree as follows:
AMENDMENT NO. 1 TO AMENDED AND RESTATED VENDOR AGREEMENTVendor Agreement • August 24th, 2020 • American Well Corp • Services-business services, nec
This Amendment No. 1 (“Amendment”), effective as of August , 2015, is made to that certain Amended and Restated Vendor Agreement (the “Agreement”), dated December 23, 2014, by and between American Well Corporation a Delaware corporation (“American Well”) and Anthem, Inc., an Indiana corporation (“Anthem”), on behalf of itself and its affiliates. Unless otherwise defined herein, capitalized terms used herein shall have the meanings given to such terms in the Agreement.
First Amendment to The MSA Agreement Between Elevance Health, Inc. and American Well CorporationHipaa Business Associate Agreement • November 1st, 2023 • American Well Corp • Services-business services, nec • New York
This Addendum incorporates the terms and conditions of the CRA (as that term is defined below) governing the provision of services to or on behalf of the Plan in the fulfillment of the Plan’s contractual responsibilities to the State of Tennessee, Department of Finance and Administration, Division of Health Care Finance and Administration, Division of TennCare (“TennCare”) regarding all activities under the Contractor Risk Agreement between TennCare and the Plan (“CRA”). This Addendum and Agreement between the Plan and XXXXXXXX shall run concurrently with the terms of the CRA.
MASTER SERVICES AGREEMENTMaster Services Agreement • December 1st, 2022 • American Well Corp • Services-business services, nec • Indiana
This Master Services Agreement, by and between Elevance Health, Inc., an Indiana corporation (“Elevance Health”), and American Well Corporation, a Delaware corporation (“Supplier”), is entered into as of January 1, 2023 (the “Effective Date”).
AMENDMENT NO. 1 TO JOINT VENTURE FORMATION AND LIMITED LIABILITY COMPANY INVESTMENT AGREEMENTJoint Venture Formation And • August 24th, 2020 • American Well Corp • Services-business services, nec
This Amendment No. 1 (“Amendment”), effective as of January 1, 2016, is made to that certain Joint Venture Formation and Limited Liability Company Investment Agreement (the “Agreement”), dated December 20, 2012, by and between American Well Corporation , a Delaware corporation (“AW”) and SellCore, Inc., a Delaware corporation (“ATH”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings given to such terms in the Agreement.
AMENDMENT No. 2 to MERGER AGREEMENTMerger Agreement • February 23rd, 2023 • American Well Corp • Services-business services, nec
This AMENDMENT NO. 2 (this “Amendment”) to the Merger Agreement (as defined below), as amended, effective as of December 21, 2022 (the “Effective Date”), is entered into by and among American Well Corporation, a Delaware corporation (“Parent”), SilverCloud Health, LLC, a Delaware limited liability company (as successor-in-interest to SilverCloud Health Holdings, Inc.) (the “Company”), and Fortis Advisors, LLC (the “Securityholder Representative”), a Delaware limited liability company (collectively, the “Parties”). Capitalized terms not defined herein have the meanings ascribed to them in the Merger Agreement.
AGREEMENT AND PLAN OF MERGER AND REORGANIZATION BY AND AMONG AMERICAN WELL CORPORATION, APOLLO SUBSIDIARY CORPORATION, APOLLO SUBSIDIARY LLC, AVIZIA, INC. AND SHAREHOLDER REPRESENTATIVE SERVICES LLC, AS THE STOCKHOLDER REPRESENTATIVE Dated as of April...Agreement and Plan of Merger and Reorganization • June 1st, 2020 • American Well Corp • Services-business services, nec • Delaware
THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of April 29, 2018 by and among American Well Corporation, a Delaware corporation (“Parent”), Apollo Subsidiary Corporation, a Delaware corporation and a wholly owned subsidiary of Parent (“Merger Sub”), Apollo Subsidiary LLC, a Delaware limited liability company and a wholly owned subsidiary of Parent (the “LLC”), Avizia, Inc., a Delaware corporation (the “Company”), and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as representative of the Company Equityholders (the “Stockholder Representative”). Each of Parent, Merger Sub, the LLC, the Company and the Stockholder Representative may be individually referred to herein as a “Party” and collectively referred to herein as the “Parties.”
AMENDMENT TO PROVIDER AGREEMENT WITH ONLINE CARE GROUP PCAmerican Well Corp • August 24th, 2020 • Services-business services, nec
This Amendment (the “Amendment”) is effective as of December 21, 2018, (the “Effective Date”) by and between Online Care Group PC (“Online Care Group” or “Provider”) and Blue Cross of California dba Anthem Blue Cross (“Anthem”). Online Care Group and Anthem are sometimes referred to herein as a “party” or the “parties”.
AMENDMENT NO. 3 TO SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEEMENTAmerican Well Corp • June 1st, 2020 • Services-business services, nec
This Amendment No. 3 (this “Amendment”), effective as of July 19, 2019 (“Amendment Effective Date”), is made to that certain Second Amended and Restated Investors’ Rights Agreement (the “Agreement”), dated October 8, 2010, by and among American Well Corporation, a Delaware corporation (“American Well”), the Investors and the Common Holders. Unless otherwise defined herein, capitalized terms used herein shall have the meanings given to such terms in the Agreement.
AMENDMENT NO. 4 TO BUSINESS SUPPORT SUBCONTRACTOR SERVICES AGREEMENTSubcontractor Services Agreement • August 13th, 2020 • American Well Corp • Services-business services, nec
This Amendment No. 4 (“Amendment”), effective as of August 1, 2017, is made to that certain Business Support Agreement (the “Agreement”), dated February 25, 2013, by and between National Telehealth Network, LLC, a Delaware limited liability corporation (“Member”), and American Well Corporation, a Delaware Corporation (“Manager”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings given to such terms in the Agreement.
AMENDMENT NO. 2 TO SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • August 24th, 2020 • American Well Corp • Services-business services, nec
This Amendment No. 2 (this “Amendment”), effective as of May 29, 2018 (the “Amendment Effective Date”), is made to that certain Second Amended and Restated Investors’ Rights Agreement, dated October 8, 2010, by and among American Well Corporation, a Delaware corporation (the “Company”) and the Investors and the Common Holders, as amended by Amendment No. 1 thereto, dated as of November 21, 2016 (as amended, the “Agreement”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings given to such terms in the Agreement.
EMPLOYMENT AGREEMENTEmployment Agreement • January 12th, 2021 • American Well Corp • Services-business services, nec
THIS AGREEMENT is entered into as of January 1st, 2018 by and between American Well Corporation through its Israeli branch (the “Company”) and Phyllis Gotlib, Israeli ID No. _____ (the “Employee”)
AMENDMENT NO. 5 TO AMENDED AND RESTATED VENDOR AGREEMENTVendor Agreement • June 1st, 2020 • American Well Corp • Services-business services, nec
This Amendment No. 5 (“Amendment”), effective as of December 31, 2018 (“Amendment 5 Effective Date”), is made to that certain Amended and Restated Vendor Agreement (the “Agreement”), dated December 23, 2014, by and among American Well Corporation, a Delaware corporation (“Vendor”), and Health Management Corporation (HMC) dba LiveHealth Online (“Anthem”), on behalf of itself and its affiliates, as amended. Unless otherwise defined, capitalized terms used herein shall have the meanings given to such terms in the Agreement.
RESTRICTED STOCK UNIT AGREEMENT AMERICAN WELL CORPORATIONRestricted Stock Unit Agreement • August 24th, 2020 • American Well Corp • Services-business services, nec • Delaware
AGREEMENT (this “Agreement”) made as of the 12th day of August 2020 (“Effective Date”), between American Well Corporation (the “Company”), a Delaware corporation having a principal place of business in Boston, Massachusetts, and [ ] (the “Participant”).
AMENDMENT TO PROVIDER AGREEMENTProvider Agreement • June 1st, 2020 • American Well Corp • Services-business services, nec
This Amendment (the “Amendment”) to the Provider Agreement (“Provider Agreement”), by and between Anthem Insurance Companies, Inc. (hereafter referred to as “Anthem”) and Online Care Group PC (“Provider”) dated February 25, 2013, is effective December 21, 2018 (“Effective Date”). Provider and Anthem are sometimes referred to herein as a “party” or the “parties”.
Amendment 9 to the MSA Agreement Between Anthem, Inc. and American WellMsa Agreement • November 8th, 2022 • American Well Corp • Services-business services, nec • Ohio
This 9 Amendment (“Amendment”) dated and effective as of October 1, 2022 (“Amendment Effective Date”) is by and between Elevance Health, Inc., on behalf of itself and its Affiliates (“Elevance Health”) and American Well (“Supplier”) and amends that certain MSA Agreement between the parties dated June 10, 2010 (the “Master Agreement”).
AMERICAN WELL CORPORATION SECOND AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENT October 8, 2010Rights Agreement • June 1st, 2020 • American Well Corp • Services-business services, nec • Delaware
This Second Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of October 8, 2010, by and among American Well Corporation, a Delaware corporation (the “Company”), the persons and entities listed on Exhibit A hereto (each, an “Investor” or a “Preferred Holder” and collectively, the “Investors” or the “Preferred Holders”) and the persons listed on Exhibit B hereto (each, a “Common Holder” or the “Common Holders”). Unless otherwise defined herein, capitalized terms used in this Agreement have the meanings ascribed to them in Section 1.
STATEMENT OF WORKVendor Agreement • December 1st, 2022 • American Well Corp • Services-business services, nec
This Statement of Work is made pursuant to, and incorporates the terms of, the Master Services Agreement (the “Agreement”) dated January 1, 2023, as amended by and between Elevance Health, Inc., an Indiana corporation, f/n/a/ Anthem Inc. (“Company or “Elevance Health” or “Elevance”), and American Well Corporation (“Supplier”).
ADDENDUM TO EMPLOYMENT AGREEMENTEmployment Agreement • November 12th, 2021 • American Well Corp • Services-business services, nec
THIS ADDENDUM TO EMPLOYMENT AGREEMENT (the “Addendum”) is made this 29th day of June, 2021 by and between American Well Corporation (Israeli Branch), company No. 560034696, located at Menachem Begin 11, Ramat Gan Israel, (the “Company”) on the one hand, and Ido Schoenberg, Passport No. 23851865, resident in 17 Nof Tavor, Kfar Kisch 19330, Israel, (the “Executive”) on the other hand.
AMENDMENT No. 1 to MERGER AGREEMENTMerger Agreement • August 5th, 2022 • American Well Corp • Services-business services, nec • Delaware
This AMENDMENT NO. 1 (this “Amendment”) to the Merger Agreement (as defined below), effective as of May 11, 2022 (the “Revenue Earn-Out Date”), is entered into by and among American Well Corporation, a Delaware corporation (“Parent”), SilverCloud Health Holdings Inc., a Delaware corporation (the “Company”), and Fortis Advisors, LLC (the “Securityholder Representative”), a Delaware limited liability company (collectively, the “Parties”). Capitalized terms not defined herein have the meanings ascribed to them in the Merger Agreement.
ANTHEM BLUE CROSS PROVIDER AGREEMENT WITH (NAME OF PROVIDER)Provider Agreement • August 24th, 2020 • American Well Corp • Services-business services, nec
This Provider Agreement (hereinafter “Agreement”) is made and entered into by and between Blue Cross of California doing business as Anthem Blue Cross (hereinafter “Anthem”) and Online Care Network P.C. (hereinafter “Provider”). In consideration of the mutual promises and covenants herein contained, the sufficiency of which is acknowledged by the parties, the parties agree as follows:
TRANSFER AGREEMENTTransfer Agreement • August 24th, 2020 • American Well Corp • Services-business services, nec • New York
This TRANSFER AGREEMENT (the “Agreement”) is entered into effective as of January 1, 2019 (the “Effective Date”), by and between Anthem, Inc., an Indiana corporation, on behalf of itself and its affiliates and subsidiaries (“Transferor”), and American Well Corporation, a Delaware corporation (“Transferee”). Transferee and Transferor may also be referred to herein individually as a “Party” and collectively as the “Parties.”
INDEMNIFICATION AGREEMENTIndemnification Agreement • August 13th, 2020 • American Well Corp • Services-business services, nec • Delaware
THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of ______, 2019 (the “Effective Date”) by and between American Well Corporation, a Delaware corporation, and _______ (“Indemnitee”).
