X0306 4 2021-01-01 0 0001393584 American Well Corp AMWL 0001824129 Schoenberg Ido C/O AMERICAN WELL CORPORATION 75 STATE STREET, 26TH FLOOR BOSTON MA 02109 1 1 1 0 Chairman, co-CEO Restricted Stock Units 2021-01-01 4 M 0 238410 0.00 D Class B Common Stock 238410 953629 D Class B Common Stock 2021-01-01 4 M 0 238410 0.00 A Class A Common Stock 238410 14887101 D Class B Common Stock 2021-01-01 4 F 0 106014 25.33 D Class A Common Stock 106014 14781087 D Each restricted stock unit ("RSU") converts into Class B Common Stock on a one-for-one basis. Represents a grant of RSUs which vest over the period ending January 1, 2022, with 50% of the RSUs vesting on July 1, 2020 and the remaining RSUs vesting in equal quarterly installments thereafter. Each share of Class B Common Stock is convertible into one share of Class A Common Stock at any time at the option of the holder. In addition, each share of Class B Common Stock will be automatically converted into one share of Class A Common Stock on the first business day (i) after the date on which such shares constitute less than 5% of the aggregate number of shares of common stock then outstanding, (ii) after the date on which neither the reporting person or Roy Schoenberg is serving as an executive officer of the issuer, or (iii) following seven years after the date the issuer's amended and restated certificate of incorporation becomes effective (unless extended for three years by affirmative vote of the holders of a majority of then-outstanding shares of Class A Common Stock entitled to vote thereon). /s/ Bradford Gay as attorney-in-fact for Ido Schoenberg 2021-01-05