Amendment No. 2 to the Amended and Restated 2006 Employee, Director and Consultant Stock Plan, dated July 19, 2019

Exhibit 10.31

AMENDMENT NO. 2 TO

AMERICAN WELL CORPORATION

AMENDED AND RESTATED

2006 EMPLOYEE, DIRECTOR AND CONSULTANT STOCK PLAN

This Amendment No. 2 (“Amendment No. 2”) effective as of July 19, 2019, is made to that certain American Well Corporation Amended and Restated 2006 Employee, Director and Consultant Stock Plan, as amended (the “Plan”). Unless otherwise defined herein, capitalized terms used herein shall have the meanings given to such terms in the Plan.

WHEREAS, on June 14, 2011, the Corporation increased the number of Shares issuable under the Plan from 650,000 to 750,000 and amended the Plan accordingly;

WHEREAS, on June 25, 2012, the Corporation further increased the number of Shares issuable under the Plan from 750,000 to 1,150,000 and amended the Plan accordingly;

WHEREAS on April 24, 2013, the Corporation further increased the number of Shares issuable under the Plan from 1,150,000 to 1,550,000 and amended the Plan accordingly;

WHEREAS on October 28, 2015, the Corporation further increased the number of Shares issuable under the Plan from 1,550,000 to 2,000,000 and amended the Plan accordingly;

WHEREAS on November 17, 2016, the Corporation further increased the number of Shares issuable under the Plan from 2,000,000 to 2,348,321 and amended the Plan accordingly;

WHEREAS on May 21, 2018, the Corporation further increased the number of Shares issuable under the Plan from 2,348,321 to 2,711,342 and amended the Plan accordingly;

WHEREAS on October 25, 2018, the Corporation further increased the number of Shares issuable under the Plan from 2,711,342 to 3,552,407 and amended the Plan accordingly; and

WHEREAS, the Corporation desires to further increase the number of Shares issuable under the Plan effective as of the date hereof.

NOW, THEREFORE, the Plan is hereby amended as follows:

“The number of Shares which may be issued from time to time pursuant to this Plan shall be 4,336,052, or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Paragraph 23 of the Plan. The maximum number of Shares that may be granted pursuant to ISOs shall be 4,336,052 Shares, or the equivalent of such number of Shares after the Administrator, in its sole discretion, has interpreted the effect of any stock split, stock dividend, combination, recapitalization or similar transaction in accordance with Paragraph 23 of the Plan.”