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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ____ )*
MedicaLogic, Inc.
(Name of Issuer)
Common Stock, $0.01 par value
(Title of Class of Securities)
584642102
(CUSIP Number)
Paul T. Sheils, President
Medscape, Inc.
134 West 29th Street
New York, NY 10001-5399
(212) 760-3100
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 21, 2000
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ]
NOTE: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person=s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
Page 1 of 7
<PAGE> 2
SCHEDULE 13D
CUSIP NO 584642102 PAGE 2
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Medscape, Inc.
13-3879679
- --------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
Not Applicable (a)
(b)
- --------------------------------------------------------------------------------
3 SEC USE ONLY
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
Not Applicable
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY OWNED BY Not Applicable
EACH REPORTING PERSON
WITH
-------------------------------------------------------
8 SHARED VOTING POWER
11,303,937**
-------------------------------------------------------
9 SOLE DISPOSITIVE POWER
Not Applicable
-------------------------------------------------------
10 SHARED DISPOSITIVE POWER
Not Applicable
-------------------------------------------------------
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11,303,937**
- -------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
Not Applicable
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
34.9%**
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO
- -------------------------------------------------------------------------------
* SEE INSTRUCTIONS BEFORE FILLING OUT!
**Reporting Person disclaims beneficial ownership of all shares.
Page 2 of 7
<PAGE> 3
ITEM 1. SECURITY AND ISSUER
This Statement relates to shares of Common Stock, $0.01 par value
("Common Stock"), of MedicaLogic, Inc., a corporation organized under the laws
of Oregon ("MedicaLogic"). MedicaLogic=s principal executive offices are located
at 20500 NW Evergreen Parkway, Hillsboro, Oregon 97124.
ITEM 2. IDENTITY AND BACKGROUND
This Statement is filed by Medscape, Inc., a corporation organized
under the laws of Delaware ("Medscape"), whose business address is 134 West 29th
Street, New York, New York 10001-5399. Medscape's principal business is the
online provision of healthcare information through its Web sites, Medscape.com,
a healthcare Web site for physicians, allied healthcare professionals such as
pharmacists and nurses, and consumers and CBS.Healthwatch.com, a separate Web
site to enhance and personalize the consumer experience. During the past five
years, neither Medscape nor, to Medscape's knowledge, any of the executive
officers or directors of Medscape listed below, has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors), nor has it
been a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding
any violation with respect to such laws.
Set forth below are the names, principal occupations and business
addresses of the executive officers and directors of Medscape. Exept as noted
below, each executive officer and director is a United States citizen.
Executive Officers of Medscape:
<TABLE>
<CAPTION>
Name Position with Medscape
---- ----------------------
<S> <C>
Paul T. Sheils President and Chief Executive Officer
Peter M. Frishauf Executive Committee Chairman
Jeffrey L. Drezner, M.D. Executive Vice President
Steven R. Kalin Chief Operating Officer and Chief Financial Officer
George D. Lundberg, M.D. Editor-in-Chief
David Yakimischak Chief Technology Officer
Mark E. Boulding General Counsel and Vice President of Regulatory Affairs
Tony Plesner* Vice President, Finance and Principal Accounting Officer
</TABLE>
* Citizen of the United Kingdom.
The business address of each executive officer is 134 West 29th Street, New
York, New York 10001.
Page 3 of 7
<PAGE> 4
Directors of Medscape:
<TABLE>
<CAPTION>
Name Principal Occupation, Address of Employer and
---- ---------------------------------------------
Business Address of Director
----------------------------
<S> <C>
Paul T. Sheils* President, Chief Executive Officer
Medscape, Inc.
Peter M. Frishauf* Executive Committee Chairman
Medscape, Inc.
Jeffrey L. Drezner M.D.* Executive Vice President
Medscape, Inc.
Marc Butlein Chairman, META Group
35 Kettle Creek Road
Weston, CT 06883
Esther Dyson Chairman, Edventure Holdings, Inc.
104 Fifth Avenue, 20th Floor
New York, NY 10011-6901
Andrew Heyward President, CBS News
CBS Corporation
51 West 52nd Street
New York, NY 10019
Fredric G. Reynolds Executive Vice President and Chief Financial Officer, CBS Corporation
51 West 52nd Street
New York, NY 10019
Alan J. Patricof Chairman of the Board, Co-Chairman, Patricof & Co. Ventures, Inc.
445 Park Avenue
New York, NY 10022
Carlo A. von Schroeter General Partner, Weston Presidio Capital
One Federal Street, 21st Floor
Boston, MA 02110-2004
Oakleigh Thorne Chairman and Chief Executive Officer, TBG Information Investors, LLC
270 East Westminister, 2nd Floor
Lake Forest, IL 60045
</TABLE>
*Business address is 134 West 29th Street, New York, New York 10001.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
See Item 4 below.
ITEM 4. PURPOSE OF TRANSACTION
On February 21, 2000, Medscape entered into an Agreement of
Reorganization and Merger (the "Merger Agreement") with MedicaLogic, providing
for the merger of a newly-formed subsidiary of MedicaLogic with and into
Medscape, with Medscape as the surviving corporation and thus becoming a
wholly-owned subsidiary of MedicaLogic (the "Merger"). A copy of the Merger
Agreement was filed as Exhibit 2.1 to Medscape's report on Form 8-K, filed on
March 2, 2000 and is incorporated by reference herein. Under the terms of the
Merger Agreement, each outstanding share of common stock of Medscape will be
converted into the right to receive .323 share of common stock of MedicaLogic
(the "Conversion Rate"), and each Medscape option and warrant will be assumed by
MedicaLogic at the Conversion Rate. Consummation of the Merger is subject to
certain conditions, including (i) approval of the Merger by the stockholders of
Medscape, (ii) approval by the stockholders of MedicaLogic of the issuance of
MedicaLogic common stock in the Merger and (iii) the expiration of the waiting
period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as
amended.
Page 4 of 7
<PAGE> 5
Also on February 21, 2000, Medscape entered into Shareholder
Voting Agreements (the "Voting Agreements") with certain shareholders of
MedicaLogic (the "Shareholders"), pursuant to which, in consideration of the
covenants and agreements of Medscape contained therein and in the Merger
Agreement, and as an inducement to Medscape to enter into the Merger Agreement,
the Shareholders agreed to vote at any meeting of MedicaLogic stockholders all
of the Shareholders' shares of MedicaLogic's voting securities (a) for the
approval of the issuance of MedicaLogic Common Stock (as defined in the Merger
Agreement), (b) for the approval of any action required in furtherance thereof,
and (c) against any action or agreement that would result in a breach of any
representation, warranty, covenant or obligation of MedicaLogic in the Merger
Agreement or that would preclude fulfillment of a condition under the Merger
Agreement to MedicaLogic's obligation to consummate the Merger. The Voting
Agreements also include a proxy whereby each of the Shareholders appoints Paul
T. Sheils, the President and Chief Executive Officer of Medscape, the
Shareholder's proxy, to vote all shares of the capital stock of MedicaLogic
owned by the Shareholder, at any time until the termination of the Voting
Agreements, in the manner specified in (a)-(c) above. The Voting Agreements will
terminate upon the earlier of (a) the consummation of the Merger or (b) the
termination of the Merger Agreement. The Voting Agreements are included as
Exhibits 7.1 through 7.8 to this Schedule 13D and are specifically incorporated
herein by reference.
THE FOREGOING SUMMARIES OF THE MERGER AGREEMENT AND THE VOTING
AGREEMENTS ARE QUALIFIED IN THEIR ENTIRETY BY REFERENCE TO THE FULL AGREEMENTS
WHICH ARE FILED AS EXHIBITS HERETO.
Other than the transactions contemplated by the Merger
Agreement and Voting Agreements, Medscape has no plans or proposals required to
be disclosed in this Item 4.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) - (c) By virtue of the Voting Agreements, Medscape may be
deemed to share with the Shareholders the power to vote the 11,303,937 shares
(the "Shares") of MedicaLogic Common Stock covered by the Voting Agreement, and
therefore, may be deemed, pursuant to Rule 13d-3 of the Securities Exchange Act
of 1934, as amended, to be the beneficial owner of the Shares. The Shares
represent approximately 34.9% of the outstanding shares of MedicaLogic Common
Stock. However, Medscape is not entitled to any rights as a shareholder of
MedicaLogic as to the Shares. Except as described in this Schedule 13D, neither
Medscape nor, to Medscape's knowledge, any of the persons listed in Item 2 above
beneficially owns any shares of MedicaLogic Common Stock. Except as described in
this Schedule 13D, neither Medscape nor, to Medscape's knowledge, any of the
persons listed in Item 2 above has effected any transactions in MedicaLogic
Common Stock during the past 60 days. BY VIRTUE OF THE LIMITED NATURE OF THE
VOTING AGREEMENTS, MEDSCAPE EXPRESSLY DISCLAIMS BENEFICIAL OWNERSHIP OF THE
SHARES.
(d) Not applicable.
(e) Not applicable.
Page 5 of 7
<PAGE> 6
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
See Item 4 with respect to the Merger Agreement and the
Shareholders Agreements.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
The following agreements are filed as exhibits:
7.1 Shareholder Voting Agreement dated as of February 21,
2000 by and among Medscape, Inc. and Sequoia Capital
Growth Fund, Sequoia Capital VI, Sequoia 1995,
Sequoia Technology Partners VI, Sequoia Technology
Partners III, Sequoia Capital Franchise Fund, and
Sequoia Capital Franchise Partners.
7.2 Shareholder Voting Agreement dated as of February 21,
2000 between Medscape, Inc. and New Enterprise
Associates.
7.3 Shareholder Voting Agreement dated as of February 21,
2000 between Medscape, Inc. and Enterprise Partners
IV Associates and Enterprise Partners IV.
7.4 Shareholder Voting Agreement dated as of February 21,
2000 between Medscape, Inc. and Quantum Industrial
Partners (LDC)
7.5 Shareholder Voting Agreement dated as of February 21,
2000 between Medscape, Inc. and SFM Domestic
Investment LLC.
7.6 Shareholder Voting Agreement dated as of February 21,
2000 between Medscape, Inc. and Mark K. Leavitt.
7.7 Shareholder Voting Agreement dated as of February 21,
2000 between Medscape, Inc. and David C. Moffenbeier.
7.8 Shareholder Voting Agreement dated as of February 21,
2000 between Medscape, Inc. and Richard L. Samco.
7.9 Agreement and Plan of Reorganization and Merger,
dated as of February 21, 2000 among MedicaLogic,
Inc., Medscape, Inc. and Moneypenny Merger Corp.
(Incorporated by reference to Exhibit 2.1 to
Medscape's report on Form 8-K filed March 2, 2000).
Page 6 of 7
<PAGE> 7
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: March 2, 2000 MEDSCAPE, INC.
By: /s/ Mark E. Boulding
--------------------------------
Mark E. Boulding
General Counsel and Vice President
of Regulatory Affairs; Secretary
Page 7 of 7
<PAGE> 8
EXHIBIT INDEX
Exhibit No. Description
7.1 Shareholder Voting Agreement dated as of February 21, 2000 by
and among Medscape, Inc. and Sequoia Capital Growth Fund,
Sequoia Capital VI, Sequoia 1995, Sequoia Technology Partners
VI, Sequoia Technology Partners III, Sequoia Capital Franchise
Fund, and Sequoia Capital Franchise Partners.
7.2 Shareholder Voting Agreement dated as of February 21, 2000
between Medscape, Inc. and New Enterprise Associates.
7.3 Shareholder Voting Agreement dated as of February 21, 2000
between Medscape, Inc. and Enterprise Partners IV Associates
and Enterprise Partners IV.
7.4 Shareholder Voting Agreement dated as of February 21, 2000
between Medscape, Inc. and Quantum Industrial Partners (LDC)
7.5 Shareholder Voting Agreement dated as of February 21, 2000
between Medscape, Inc. and SFM Domestic Investment LLC.
7.6 Shareholder Voting Agreement dated as of February 21, 2000
between Medscape, Inc. and Mark K. Leavitt.
7.7 Shareholder Voting Agreement dated as of February 21, 2000
between Medscape, Inc. and David C. Moffenbeier.
7.8 Shareholder Voting Agreement dated as of February 21, 2000
between Medscape, Inc. and Richard L. Samco.
7.9 Agreement and Plan of Reorganization and Merger, dated as of
February 21, 2000 among MedicaLogic, Inc., Medscape, Inc. and
Moneypenny Merger Corp. (Incorporated by reference to Exhibit
2.1 to Medscape's report on Form 8-K filed March 2, 2000).
<PAGE> 1
SHAREHOLDER VOTING AGREEMENT EXHIBIT 7.1
This Shareholder Voting Agreement (the "Agreement") is entered
into as of February 21, 2000, between the undersigned Sequoia Capital Growth
Fund, Sequoia Capital VI, Sequoia 1995, Sequoia Technology Partners VI, Sequoia
Technology Partners III, Sequoia Capital Franchise Fund, and Sequoia Capital
Franchise Partners, shareholders (the "Shareholders" each a "Shareholder") of
MedicaLogic Inc., an Oregon corporation ("MedicaLogic"), and Medscape, Inc., a
Delaware corporation ("Medscape").
A. Contemporaneously with the execution and delivery of this
Agreement, Medscape, MedicaLogic and a wholly owned Delaware subsidiary of
MedicaLogic ("Merger Corp."), are entering into an Agreement of Reorganization
and Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to
which Merger Corp. will merge with and into Medscape (the "Merger"), upon the
terms and conditions set forth therein. Capitalized terms used in this Agreement
but not otherwise defined shall have the meaning ascribed to them in the Merger
Agreement.
B. The Shareholders desire that the Merger occur and that
Medscape and Merger Corp. combine, as set forth in the Merger Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the
receipt, sufficiency and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:
1. Representations of Shareholders.
1.1 The Shareholders represent that the Shareholders
are the holders of the number of shares of the capital stock of
MedicaLogic set forth on the signature page to this Agreement
("Shares") free and clear of all Liens.
1.2 The Shareholders represent that the Shareholders
do not beneficially or of record own (as such term is defined in the
Exchange Act) (a) any shares of the capital stock of MedicaLogic or (b)
any rights to acquire any shares of the capital stock of MedicaLogic,
other than the Shareholders' Shares, but excluding any shares of the
capital stock of MedicaLogic which the Shareholders have the right to
obtain upon the exercise of stock options outstanding on the date
hereof.
1.3 The Shareholders represent that the Shareholders
have full power and authority to make, enter into and carry out the
terms of this Agreement. This Agreement has been duly executed and
delivered by the
<PAGE> 2
Shareholders and constitutes a legal, valid and binding obligation of
the Shareholders, enforceable against the Shareholders in accordance
with its terms, subject to laws of general application relating to
bankruptcy, insolvency and the relief of debtors and rules of law
governing specific performance, injunctive relief and other equitable
remedies.
1.4 The Shareholders represent that the execution and
delivery of this Agreement by the Shareholders does not, and the
performance of this Agreement by the Shareholders will not: (a)
conflict with or violate any order applicable to the Shareholders or by
which the Shareholders or any of the Shareholders' properties or Shares
is bound or affected; or (b) result in any breach of or constitute a
default (with notice or lapse of time, or both) under, or give to
others any rights of termination, amendment, acceleration or
cancellation of, or result in the creation of any lien, restriction,
adverse claim, encumbrance or security interest in or to any of the
Shares pursuant to any written, oral or other agreement, contract or
legally binding commitment to which the Shareholder is a party or by
which the Shareholders or any of the Shareholders' properties
(including but not limited to the Shares) is bound or affected.
2. Agreement to Vote Shares; Proxy; Waiver; Lock-up.
2.1 Voting. The Shareholders agree that at any
meeting of the shareholders of MedicaLogic, however called, and in any
action taken by written consent of shareholders of MedicaLogic without
a meeting, the Shareholders shall vote the Shareholders' Shares and any
New Shares (as defined in Section 6 hereof), and shall cause any holder
of record of the Shareholders' Shares or New Shares to vote (a) to
approve the issuance of MedicaLogic Common Stock in the Merger, (b) to
approve any action required in furtherance thereof and (c) against any
action or agreement that would result in a breach of any
representation, warranty, covenant or obligation of MedicaLogic in the
Merger Agreement or that would preclude fulfillment of a condition
under the Merger Agreement to MedicaLogic's obligation to consummate
the Merger.
2.2 Proxy. Contemporaneously with the execution of
this Agreement, the Shareholders agree to deliver to Medscape a proxy
substantially in the form attached hereto as Exhibit A, which proxy
shall be irrevocable to the fullest extent permitted by law (except
that such proxy shall be deemed automatically revoked upon a
termination of this Agreement in accordance with Section 12.4), with
the total number of the Shareholders' Shares and any New Shares
correctly indicated thereon.
2.3 Waiver.
2
<PAGE> 3
(a) The Shareholders hereby agree not to
exercise any rights of appraisal and any dissenters' rights
that the Shareholders may have (whether under applicable law
or otherwise) or could potentially have or acquire in
connection with the Merger.
(b) The Shareholders hereby waive any rights
of first refusal, rights of co-sale, registration rights,
preemptive rights, rights of redemption or repurchase, rights
to notice and similar rights of the Shareholder under any
agreement, arrangement or understanding applicable to the
Shares or New Shares, in each case only as the same may apply
to the execution and delivery of the Merger Agreement and the
consummation of the Merger and the other transactions
contemplated by the Merger Agreement. The Shareholders agree
to take such actions, and execute and deliver such agreements
and documents, as may reasonably be requested by Medscape in
order to effect, confirm or evidence the foregoing waivers.
3. No Voting Trusts. After the date hereof, the Shareholders
agree that the Shareholders will not, nor will the Shareholders permit any
entity under the Shareholders' control to, deposit any of the Shareholders'
Shares in a voting trust or subject any of the Shareholders' Shares to any
arrangement with respect to the voting of such Shares other than agreements
entered into with Medscape.
4. No Proxy Solicitations. The Shareholders agree that the
Shareholder will not, nor will the Shareholders permit any entity under the
Shareholders' control to, (a) solicit proxies or become a "participant" in a
"solicitation" (as such terms are defined in Regulation 14A under the Exchange
Act) in opposition to or competition with the consummation of the Merger, (b)
subject to Section 10, directly or indirectly solicit, encourage, initiate or
otherwise facilitate any inquiries or the making of any proposal or offer with
respect to an Acquisition Transaction (as defined in the Merger Agreement) or
engage in any negotiation concerning, or provide any confidential information or
data to, or have any discussions with any person relating to, an Acquisition
Transaction proposal, (c) become a member of a "group" (as such term is used in
Section 13(d) of the Exchange Act) with respect to any voting securities of
MedicaLogic for the purpose of opposing or competing with the consummation of
the Merger, or (d) take any action which would prevent, burden or materially
delay the consummation of the transactions contemplated by this Agreement.
5. [Reserved]
6. Additional Purchases. During the period commencing on
February 21, 2000 and ending after the earlier of (a) the effective date of the
Merger or (b) the date this Agreement shall be terminated in accordance with its
terms, the Shareholders agree that the Shareholders will not (i) purchase or
otherwise acquire, including without limitation by the exercise of options,
beneficial ownership of any
3
<PAGE> 4
shares of the capital stock of MedicaLogic after the execution of this Agreement
("New Shares"), or (ii) voluntarily acquire the right to vote or share in the
voting of any shares of the capital stock of MedicaLogic other than the Shares,
unless the Shareholders agree to deliver to Medscape immediately after such
purchase or acquisition a proxy substantially in the form attached hereto as
Exhibit A with respect to such New Shares, which proxy shall be irrevocable to
the fullest extent permitted by law (except that such proxy shall be deemed
automatically revoked upon a termination of this Agreement in accordance with
Section 12.4). The Shareholders also agree that any New Shares acquired or
purchased by him shall be subject to the terms of this Agreement to the same
extent as if they constituted Shares.
7. Specific Performance. Each party hereto severally
acknowledges that it will be impossible to measure in money the damage to the
other party if a party hereto fails to comply with any of the obligations
imposed by this Agreement, that every such obligation is material and that, in
the event of any such failure, the other party will not have an adequate remedy
at law or damages. Accordingly, each party hereto severally agrees that
injunctive relief or other equitable remedy, in addition to remedies at law or
damages, is the appropriate remedy for any such failure and will not oppose the
granting of such relief on the basis that the other party has an adequate remedy
at law. Each party hereto severally agrees that it will not seek, and agrees to
waive any requirement for, the securing or posting of a bond in connection with
any other party's seeking or obtaining such equitable relief.
8. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns and shall not be assignable without the written consent
of all other parties hereto.
9. Entire Agreement. This Agreement contains the entire
agreement between the parties hereto with respect to the subject matter hereof,
and this Agreement supersedes all prior agreements, written or oral, between the
parties hereto with respect to the subject matter hereof. This Agreement may not
be amended, supplemented or modified, and no provisions hereof may be modified
or waived, except by an instrument in writing signed by all the parties hereto.
No waiver of any provisions hereof by any party shall be deemed a waiver of any
other provisions hereof by any such party, nor shall any such waiver be deemed a
continuing waiver of any provision hereof by such party.
10. Shareholders Capacity. The execution of this Agreement by
Shareholders shall be solely in the Shareholders' capacity as the beneficial
owners of the Shares held by Shareholders, and Shareholders make no agreement or
understanding herein in the Shareholders' capacity, if any, as a director or
officer of MedicaLogic.
4
<PAGE> 5
11. Spousal Interests in Shares. To the extent that any of
Shareholders' Shares constitute the community property of Shareholders and the
Shareholders' spouse, if applicable, Shareholders shall obtain the spouse's
acknowledgment of and consent to the existence and binding effect of this
Agreement, by executing a spousal consent in the form attached hereto as Exhibit
B, and incorporated into this Agreement by reference.
12. Miscellaneous.
12.1 This Agreement shall be deemed a contract made
under, and for all purposes shall be construed in accordance with, the
laws of the State of Oregon.
12.2 If any provision of this Agreement or the
application of such provision to any person or circumstances shall be
held invalid by a court of competent jurisdiction, the remainder of the
provision held invalid and the application of such provision to persons
or circumstances, other than the party as to which it is held invalid,
shall not be affected.
12.3 This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all
of which together shall constitute one and the same instrument.
12.4 This Agreement shall terminate upon the earliest
to occur of (i) the consummation of the Merger or (ii) termination of
the Merger Agreement (the "Expiration Date").
5
<PAGE> 6
12.5 All Section headings herein are for convenience
of reference only and are not part of this Agreement, and no
construction or reference shall be derived therefrom.
12.6 The obligations of the Shareholders set forth in
this Agreement shall not be effective or binding upon him until after
such time as the Merger Agreement is executed and delivered by
MedicaLogic, Medscape and Merger Corp. The parties agree that there is
not and has not been any other agreement, arrangement or understanding
between the parties hereto with respect to the matters set forth
herein.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first written above.
MEDSCAPE, INC.:
By: /s/ Paul T. Sheils
------------------------------
Name: Paul T. Sheils
Title: CEO
SHAREHOLDERS: SEQUOIA CAPITAL GROWTH FUND
/s/ Mark Stevens
----------------------------------
By: Mark Stevens
Its: Partner
Number of Shares of Common Stock
owned by Sequoia Capital Growth Fund
as of the date of this Agreement:
1,726,745
SEQUOIA CAPITAL VI
/s/ Mark Stevens
-----------------------------------
By: Mark Stevens
Its: Partner
Number of Shares of Common Stock
owned by Sequoia Capital VI as of
the date of this Agreement: 400,914
6
<PAGE> 7
SEQUOIA 1995
/s/ Mark Stevens
----------------------------
By: Mark Stevens
Its: Partner
Number of Shares of Common Stock
owned by Sequoia 1995 as of the date
of this Agreement:
17,624
SEQUOIA TECHNOLOGY PARTNERS VI
/s/ Mark Stevens
----------------------------
By: Mark Stevens
Its: Partner
Number of Shares of Common Stock
owned by Sequoia Technology Partners
VI as of the date of this Agreement:
22,028
SEQUOIA TECHNOLOGY PARTNERS III
/s/ Mark Stevens
----------------------------
By: Mark Stevens
Its: Partner
Number of Shares of Common Stock
owned by Sequoia Technology Partners
III as of the date of this
Agreement: 110,219
7
<PAGE> 8
SEQUOIA CAPITAL FRANCHISE FUND
/s/ Mark Stevens
----------------------------
By: Mark Stevens
Its: Partner
Number of Shares of Common Stock
owned by Sequoia Capital Franchise
Fund as of the date of this
Agreement:
473,685
SEQUOIA CAPITAL FRANCHISE PARTNERS
/s/ Mark Stevens
----------------------------
By: Mark Stevens
Its: Partner
Number of Shares of Common Stock
owned by Sequoia Capital Franchise
Partners as of the date of this
Agreement: 52,632
Address: 3000 Sand Hill Road
Building 4, Suite 280
Menlo Park, CA 94025
Telecopy:
-----------------------
8
<PAGE> 9
EXHIBIT A
FORM OF PROXY
In connection with the Shareholder Voting Agreement (the
"Voting Agreement"), dated as of February 21, 2000, among the undersigned and
Medscape, Inc., a Delaware corporation ("Medscape"), the undersigned, for
consideration received, hereby appoints Paul T. Sheils, President and Chief
Executive Officer of Medscape, the Shareholder's proxy, with power of
substitution, to vote all shares of capital stock of MedicaLogic Inc.
("MedicaLogic") owned by the undersigned at any time until the Expiration Date
(as defined in the Voting Agreement), FOR the (a) approval of the issuance of
MedicaLogic Common Stock (as defined in the Merger Agreement, dated as of
February 21, 2000, among Medscape, MedicaLogic and a wholly owned Delaware
subsidiary of MedicaLogic (the "Merger Agreement")) and (b) approval of any
action required in furtherance thereof, and AGAINST any action or agreement that
would result in a breach of any representation, warranty, covenant or obligation
of MedicaLogic in the Merger Agreement or that would preclude fulfillment of a
condition under the Merger Agreement to MedicaLogic's obligation to consummate
the Merger.
Dated: February 21, 2000
SHAREHOLDERS: SEQUOIA CAPITAL GROWTH FUND
/s/ Mark Stevens
----------------------------
By: Mark Stevens
Its: Partner
SEQUOIA CAPITAL VI
/s/ Mark Stevens
----------------------------
By: Mark Stevens
Its: Partner
SEQUOIA 1995
/s/ Mark Stevens
----------------------------
By: Mark Stevens
Its: Partner
9
<PAGE> 10
SEQUOIA TECHNOLOGY PARTNERS VI
/s/ Mark Stevens
----------------------------
By: Mark Stevens
Its: Partner
SEQUOIA TECHNOLOGY PARTNERS III
/s/ Mark Stevens
----------------------------
By: Mark Stevens
Its: Partner
SEQUOIA CAPITAL FRANCHISE FUND
/s/ Mark Stevens
----------------------------
By: Mark Stevens
Its: Partner
SEQUOIA CAPITAL FRANCHISE PARTNERS
/s/ Mark Stevens
----------------------------
By: Mark Stevens
Its: Partner
10
<PAGE> 11
EXHIBIT B
FORM OF SPOUSAL CONSENT
I, the spouse of ___________________, have read and hereby
approve the foregoing Agreement. I hereby agree to be irrevocably bound by the
Agreement and further agree that any community interest shall be similarly bound
by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect
to any amendment or exercise of any rights under the Agreement.
Dated: _________, 2000 _____________________
11
<PAGE> 1
SHAREHOLDER VOTING AGREEMENT EXHIBIT 7.2
This Shareholder Voting Agreement (the "Agreement") is entered
into as of February 21, 2000, between the undersigned New Enterprise Associates,
a shareholder (the "Shareholder") of MedicaLogic Inc., an Oregon corporation
("MedicaLogic"), and Medscape, Inc., a Delaware corporation ("Medscape").
A. Contemporaneously with the execution and delivery of this
Agreement, Medscape, MedicaLogic and a wholly owned Delaware subsidiary of
MedicaLogic ("Merger Corp."), are entering into an Agreement of Reorganization
and Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to
which Merger Corp. will merge with and into Medscape (the "Merger"), upon the
terms and conditions set forth therein. Capitalized terms used in this Agreement
but not otherwise defined shall have the meaning ascribed to them in the Merger
Agreement.
B. The Shareholder desires that the Merger occur and that
Medscape and Merger Corp. combine, as set forth in the Merger Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the
receipt, sufficiency and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:
1. Representations of Shareholder.
1.1 The Shareholder represents that the Shareholder
is the holder of the number of shares of the capital stock of
MedicaLogic set forth on the signature page to this Agreement
("Shares") free and clear of all Liens.
1.2 The Shareholder represents that the Shareholder
does not beneficially or of record own (as such term is defined in the
Exchange Act) (a) any shares of the capital stock of MedicaLogic or (b)
any rights to acquire any shares of the capital stock of MedicaLogic,
other than the Shareholder's Shares, but excluding any shares of the
capital stock of MedicaLogic which the Shareholder has the right to
obtain upon the exercise of stock options outstanding on the date
hereof.
1.3 The Shareholder represents that the Shareholder
has full power and authority to make, enter into and carry out the
terms of this Agreement. This Agreement has been duly executed and
delivered by the Shareholder and constitutes a legal, valid and binding
obligation of the Shareholder, enforceable against the Shareholder in
accordance with its terms,
<PAGE> 2
subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and rules of law governing
specific performance, injunctive relief and other equitable remedies.
1.4 The Shareholder represents that the execution and
delivery of this Agreement by the Shareholder do not, and the
performance of this Agreement by the Shareholder will not: (a) conflict
with or violate any order applicable to the Shareholder or by which the
Shareholder or any of the Shareholder's properties or Shares is bound
or affected; or (b) result in any breach of or constitute a default
(with notice or lapse of time, or both) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, or
result in the creation of any lien, restriction, adverse claim,
encumbrance or security interest in or to any of the Shares pursuant to
any written, oral or other agreement, contract or legally binding
commitment to which the Shareholder is a party or by which the
Shareholder or any of the Shareholder's properties (including but not
limited to the Shares) is bound or affected.
2. Agreement to Vote Shares; Proxy; Waiver.
2.1 Voting. The Shareholder agrees that at any
meeting of the shareholders of MedicaLogic, however called, and in any
action taken by written consent of shareholders of MedicaLogic without
a meeting, the Shareholder shall vote the Shareholder's Shares and any
New Shares (as defined in Section 6 hereof), and shall cause any holder
of record of the Shareholder's Shares or New Shares to vote (a) to
approve the issuance of MedicaLogic Common Stock in the Merger, (b) to
approve any action required in furtherance thereof and (c) against any
action or agreement that would result in a breach of any
representation, warranty, covenant or obligation of MedicaLogic in the
Merger Agreement or that would preclude fulfillment of a condition
under the Merger Agreement to MedicaLogic's obligation to consummate
the Merger.
2.2 Proxy. Contemporaneously with the execution of
this Agreement, the Shareholder agrees to deliver to Medscape a proxy
substantially in the form attached hereto as Exhibit A, which proxy
shall be irrevocable to the fullest extent permitted by law (except
that such proxy shall be deemed automatically revoked upon a
termination of this Agreement in accordance with Section 12.4), with
the total number of the Shareholder's Shares and any New Shares
correctly indicated thereon.
2.3 Waiver.
(a) The Shareholder hereby agrees not to
exercise any rights of appraisal and any dissenters' rights
that the Shareholder may have (whether under applicable law or
otherwise) or could potentially have or acquire in connection
with the Merger.
2
<PAGE> 3
(b) The Shareholder hereby waives any rights
of first refusal, rights of co-sale, registration rights,
preemptive rights, rights of redemption or repurchase, rights
to notice and similar rights of the Shareholder under any
agreement, arrangement or understanding applicable to the
Shares or New Shares, in each case only as the same may apply
to the execution and delivery of the Merger Agreement and the
consummation of the Merger and the other transactions
contemplated by the Merger Agreement. The Shareholder agrees
to take such actions, and execute and deliver such agreements
and documents, as may reasonably be requested by Medscape in
order to effect, confirm or evidence the foregoing waivers.
3. No Voting Trusts. After the date hereof, the Shareholder
agrees that the Shareholder will not, nor will the Shareholder permit any entity
under the Shareholder's control to, deposit any of the Shareholder's Shares in a
voting trust or subject any of the Shareholder's Shares to any arrangement with
respect to the voting of such Shares other than agreements entered into with
Medscape.
4. No Proxy Solicitations. The Shareholder agrees that the
Shareholder will not, nor will the Shareholder permit any entity under the
Shareholder's control to, (a) solicit proxies or become a "participant" in a
"solicitation" (as such terms are defined in Regulation 14A under the Exchange
Act) in opposition to or competition with the consummation of the Merger, (b)
subject to Section 10, directly or indirectly solicit, encourage, initiate or
otherwise facilitate any inquiries or the making of any proposal or offer with
respect to an Acquisition Transaction (as defined in the Merger Agreement) or
engage in any negotiation concerning, or provide any confidential information or
data to, or have any discussions with any person relating to, an Acquisition
Transaction proposal, (c) become a member of a "group" (as such term is used in
Section 13(d) of the Exchange Act) with respect to any voting securities of
MedicaLogic for the purpose of opposing or competing with the consummation of
the Merger, or (d) take any action which would prevent, burden or materially
delay the consummation of the transactions contemplated by this Agreement.
5. [Reserved]
6. Additional Purchases. During the period commencing on
February 21, 2000 and ending after the earlier of (a) the effective date of the
Merger or (b) the date this Agreement shall be terminated in accordance with its
terms, the Shareholder agrees that the Shareholder will not (i) purchase or
otherwise acquire, including without limitation by the exercise of options,
beneficial ownership of any shares of the capital stock of MedicaLogic after the
execution of this Agreement ("New Shares"), or (ii) voluntarily acquire the
right to vote or share in the voting of any shares of the capital stock of
MedicaLogic other than the Shares, unless the Shareholder agrees to deliver to
Medscape immediately after such purchase or acquisition a proxy substantially in
the form attached hereto as Exhibit A with respect to such New Shares,
3
<PAGE> 4
which proxy shall be irrevocable to the fullest extent permitted by law (except
that such proxy shall be deemed automatically revoked upon a termination of this
Agreement in accordance with Section 12.4). The Shareholder also agrees that any
New Shares acquired or purchased by him shall be subject to the terms of this
Agreement to the same extent as if they constituted Shares.
7. Specific Performance. Each party hereto severally
acknowledges that it will be impossible to measure in money the damage to the
other party if a party hereto fails to comply with any of the obligations
imposed by this Agreement, that every such obligation is material and that, in
the event of any such failure, the other party will not have an adequate remedy
at law or damages. Accordingly, each party hereto severally agrees that
injunctive relief or other equitable remedy, in addition to remedies at law or
damages, is the appropriate remedy for any such failure and will not oppose the
granting of such relief on the basis that the other party has an adequate remedy
at law. Each party hereto severally agrees that it will not seek, and agrees to
waive any requirement for, the securing or posting of a bond in connection with
any other party's seeking or obtaining such equitable relief.
8. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns and shall not be assignable without the written consent
of all other parties hereto.
9. Entire Agreement. This Agreement contains the entire
agreement between the parties hereto with respect to the subject matter hereof,
and this Agreement supersedes all prior agreements, written or oral, between the
parties hereto with respect to the subject matter hereof. This Agreement may not
be amended, supplemented or modified, and no provisions hereof may be modified
or waived, except by an instrument in writing signed by all the parties hereto.
No waiver of any provisions hereof by any party shall be deemed a waiver of any
other provisions hereof by any such party, nor shall any such waiver be deemed a
continuing waiver of any provision hereof by such party.
10. Shareholder Capacity. The execution of this Agreement by
Shareholder shall be solely in the Shareholder's capacity as the beneficial
owner of the Shares held by Shareholder, and Shareholder makes no agreement or
understanding herein in the Shareholder's capacity, if any, as a director or
officer of MedicaLogic.
11. Spousal Interests in Shares. To the extent that any of
Shareholder's Shares constitute the community property of Shareholder and the
Shareholder's spouse, if applicable, Shareholder shall obtain the spouse's
acknowledgment of and consent to the existence and binding effect of this
Agreement, by executing a spousal consent in the form attached hereto as Exhibit
B, and incorporated into this Agreement by reference.
4
<PAGE> 5
12. Miscellaneous.
12.1 This Agreement shall be deemed a contract made
under, and for all purposes shall be construed in accordance with, the
laws of the State of Oregon.
12.2 If any provision of this Agreement or the
application of such provision to any person or circumstances shall be
held invalid by a court of competent jurisdiction, the remainder of the
provision held invalid and the application of such provision to persons
or circumstances, other than the party as to which it is held invalid,
shall not be affected.
12.3 This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all
of which together shall constitute one and the same instrument.
12.4 This Agreement shall terminate upon the earliest
to occur of (i) the consummation of the Merger or (ii) termination of
the Merger Agreement (the "Expiration Date").
12.5 All Section headings herein are for convenience
of reference only and are not part of this Agreement, and no
construction or reference shall be derived therefrom.
12.6 The obligations of the Shareholder set forth in
this Agreement shall not be effective or binding upon him until after
such time as the
5
<PAGE> 6
Merger Agreement is executed and delivered by MedicaLogic, Medscape and
Merger Corp. The parties agree that there is not and has not been any
other agreement, arrangement or understanding between the parties
hereto with respect to the matters set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first written above.
MEDSCAPE, INC.:
By: /s/ Paul T. Sheils
----------------------------
Name: Paul T. Sheils
Title: CEO
NEW ENTERPRISE ASSOCIATES:
By: /s/ C. Richard Kramlich
----------------------------
Name: C. Richard Kramlich
Title: General Partner
Address: 2490 Sand Hill Road
Menlo Park, CA 94025
Telecopy: (650) 854-9397
Number of Shares of Common Stock
owned by the Shareholder as of the
date of this Agreement:
2,353,596
6
<PAGE> 7
EXHIBIT A
FORM OF PROXY
In connection with the Shareholder Voting Agreement (the
"Voting Agreement"), dated as of February 21, 2000, among the undersigned and
Medscape, Inc., a Delaware corporation ("Medscape"), the undersigned, for
consideration received, hereby appoints Paul T. Sheils, President and Chief
Executive Officer of Medscape, the Shareholder's proxy, with power of
substitution, to vote all shares of capital stock of MedicaLogic Inc.
("MedicaLogic") owned by the undersigned at any time until the Expiration Date
(as defined in the Voting Agreement), FOR the (a) approval of the issuance of
MedicaLogic Common Stock (as defined in the Merger Agreement, dated as of
February 21, 2000, among Medscape, MedicaLogic and a wholly owned Delaware
subsidiary of MedicaLogic (the "Merger Agreement")) and (b) approval of any
action required in furtherance thereof, and AGAINST any action or agreement that
would result in a breach of any representation, warranty, covenant or obligation
of MedicaLogic in the Merger Agreement or that would preclude fulfillment of a
condition under the Merger Agreement to MedicaLogic's obligation to consummate
the Merger.
Dated: February 21, 2000
SHAREHOLDER: NEW ENTERPRISE ASSOCIATES
By: /s/ C. Richard Kramlich
------------------------------
Name: C. Richard Kramlich
Title: General Partner
7
<PAGE> 8
EXHIBIT B
FORM OF SPOUSAL CONSENT
I, the spouse of ___________________, have read and hereby
approve the foregoing Agreement. I hereby agree to be irrevocably bound by the
Agreement and further agree that any community interest shall be similarly bound
by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect
to any amendment or exercise of any rights under the Agreement.
Dated: _________, 2000 _____________________
8
<PAGE> 1
SHAREHOLDER VOTING AGREEMENT EXHIBIT 7.3
This Shareholder Voting Agreement (the "Agreement") is entered
into as of February 21, 2000, between the undersigned Enterprise Partners IV
Associates and Enterprise Partners IV , shareholders (the "Shareholder" each a
"Shareholder") of MedicaLogic Inc., an Oregon corporation ("MedicaLogic"), and
Medscape, Inc., a Delaware corporation ("Medscape").
A. Contemporaneously with the execution and delivery of this
Agreement, Medscape, MedicaLogic and a wholly owned Delaware subsidiary of
MedicaLogic ("Merger Corp."), are entering into an Agreement of Reorganization
and Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to
which Merger Corp. will merge with and into Medscape (the "Merger"), upon the
terms and conditions set forth therein. Capitalized terms used in this Agreement
but not otherwise defined shall have the meaning ascribed to them in the Merger
Agreement.
B. The Shareholder desires that the Merger occur and that
Medscape and Merger Corp. combine, as set forth in the Merger Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the
receipt, sufficiency and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:
1. Representations of Shareholder.
1.1 The Shareholder represents that the Shareholder
is the holder of the number of shares of the capital stock of
MedicaLogic set forth on the signature page to this Agreement
("Shares") free and clear of all Liens.
1.2 The Shareholder represents that the Shareholder
does not beneficially or of record own (as such term is defined in the
Exchange Act) (a) any shares of the capital stock of MedicaLogic or (b)
any rights to acquire any shares of the capital stock of MedicaLogic,
other than the Shareholder's Shares, but excluding any shares of the
capital stock of MedicaLogic which the Shareholder has the right to
obtain upon the exercise of stock options outstanding on the date
hereof.
1.3 The Shareholder represents that the Shareholder
has full power and authority to make, enter into and carry out the
terms of this Agreement. This Agreement has been duly executed and
delivered by the Shareholder and constitutes a legal, valid and binding
obligation of the
<PAGE> 2
Shareholder, enforceable against the Shareholder in accordance with its
terms, subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and rules of law governing
specific performance, injunctive relief and other equitable remedies.
1.4 The Shareholder represents that the execution and
delivery of this Agreement by the Shareholder do not, and the
performance of this Agreement by the Shareholder will not: (a) conflict
with or violate any order applicable to the Shareholder or by which the
Shareholder or any of the Shareholder's properties or Shares is bound
or affected; or (b) result in any breach of or constitute a default
(with notice or lapse of time, or both) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, or
result in the creation of any lien, restriction, adverse claim,
encumbrance or security interest in or to any of the Shares pursuant to
any written, oral or other agreement, contract or legally binding
commitment to which the Shareholder is a party or by which the
Shareholder or any of the Shareholder's properties (including but not
limited to the Shares) is bound or affected.
2. Agreement to Vote Shares; Proxy; Waiver.
2.1 Voting. The Shareholder agrees that at any
meeting of the shareholders of MedicaLogic, however called, and in any
action taken by written consent of shareholders of MedicaLogic without
a meeting, the Shareholder shall vote the Shareholder's Shares and any
New Shares (as defined in Section 6 hereof), and shall cause any holder
of record of the Shareholder's Shares or New Shares to vote (a) to
approve the issuance of MedicaLogic Common Stock in the Merger, (b) to
approve any action required in furtherance thereof and (c) against any
action or agreement that would result in a breach of any
representation, warranty, covenant or obligation of MedicaLogic in the
Merger Agreement or that would preclude fulfillment of a condition
under the Merger Agreement to MedicaLogic's obligation to consummate
the Merger.
2.2 Proxy. Contemporaneously with the execution of
this Agreement, the Shareholder agrees to deliver to Medscape a proxy
substantially in the form attached hereto as Exhibit A, which proxy
shall be irrevocable to the fullest extent permitted by law (except
that such proxy shall be deemed automatically revoked upon a
termination of this Agreement in accordance with Section 12.4), with
the total number of the Shareholder's Shares and any New Shares
correctly indicated thereon.
2.3 Waiver.
(a) The Shareholder hereby agrees not to
exercise any rights of appraisal and any dissenters' rights
that the Shareholder may have (whether under applicable law or
otherwise) or could potentially have or acquire in connection
with the Merger.
2
<PAGE> 3
(b) The Shareholder hereby waives any rights
of first refusal, rights of co-sale, registration rights,
preemptive rights, rights of redemption or repurchase, rights
to notice and similar rights of the Shareholder under any
agreement, arrangement or understanding applicable to the
Shares or New Shares, in each case only as the same may apply
to the execution and delivery of the Merger Agreement and the
consummation of the Merger and the other transactions
contemplated by the Merger Agreement. The Shareholder agrees
to take such actions, and execute and deliver such agreements
and documents, as may reasonably be requested by Medscape in
order to effect, confirm or evidence the foregoing waivers.
3. No Voting Trusts. After the date hereof, the Shareholder
agrees that the Shareholder will not, nor will the Shareholder permit any entity
under the Shareholder's control to, deposit any of the Shareholder's Shares in a
voting trust or subject any of the Shareholder's Shares to any arrangement with
respect to the voting of such Shares other than agreements entered into with
Medscape.
4. No Proxy Solicitations. The Shareholder agrees that the
Shareholder will not, nor will the Shareholder permit any entity under the
Shareholder's control to, (a) solicit proxies or become a "participant" in a
"solicitation" (as such terms are defined in Regulation 14A under the Exchange
Act) in opposition to or competition with the consummation of the Merger, (b)
subject to Section 10, directly or indirectly solicit, encourage, initiate or
otherwise facilitate any inquiries or the making of any proposal or offer with
respect to an Acquisition Transaction (as defined in the Merger Agreement) or
engage in any negotiation concerning, or provide any confidential information or
data to, or have any discussions with any person relating to, an Acquisition
Transaction proposal, (c) become a member of a "group" (as such term is used in
Section 13(d) of the Exchange Act) with respect to any voting securities of
MedicaLogic for the purpose of opposing or competing with the consummation of
the Merger, or (d) take any action which would prevent, burden or materially
delay the consummation of the transactions contemplated by this Agreement.
5. [Reserved]
6. Additional Purchases. During the period commencing on
February 21, 2000 and ending after the earlier of (a) the effective date of the
Merger or (b) the date this Agreement shall be terminated in accordance with its
terms, the Shareholder agrees that the Shareholder will not (i) purchase or
otherwise acquire, including without limitation by the exercise of options,
beneficial ownership of any shares of the capital stock of MedicaLogic after the
execution of this Agreement ("New Shares"), or (ii) voluntarily acquire the
right to vote or share in the voting of any shares of the capital stock of
MedicaLogic other than the Shares, unless the Shareholder agrees to deliver to
Medscape immediately after such purchase or acquisition a proxy
3
<PAGE> 4
substantially in the form attached hereto as Exhibit A with respect to such New
Shares, which proxy shall be irrevocable to the fullest extent permitted by law
(except that such proxy shall be deemed automatically revoked upon a termination
of this Agreement in accordance with Section 12.4). The Shareholder also agrees
that any New Shares acquired or purchased by him shall be subject to the terms
of this Agreement to the same extent as if they constituted Shares.
7. Specific Performance. Each party hereto severally
acknowledges that it will be impossible to measure in money the damage to the
other party if a party hereto fails to comply with any of the obligations
imposed by this Agreement, that every such obligation is material and that, in
the event of any such failure, the other party will not have an adequate remedy
at law or damages. Accordingly, each party hereto severally agrees that
injunctive relief or other equitable remedy, in addition to remedies at law or
damages, is the appropriate remedy for any such failure and will not oppose the
granting of such relief on the basis that the other party has an adequate remedy
at law. Each party hereto severally agrees that it will not seek, and agrees to
waive any requirement for, the securing or posting of a bond in connection with
any other party's seeking or obtaining such equitable relief.
8. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns and shall not be assignable without the written consent
of all other parties hereto.
9. Entire Agreement. This Agreement contains the entire
agreement between the parties hereto with respect to the subject matter hereof,
and this Agreement supersedes all prior agreements, written or oral, between the
parties hereto with respect to the subject matter hereof. This Agreement may not
be amended, supplemented or modified, and no provisions hereof may be modified
or waived, except by an instrument in writing signed by all the parties hereto.
No waiver of any provisions hereof by any party shall be deemed a waiver of any
other provisions hereof by any such party, nor shall any such waiver be deemed a
continuing waiver of any provision hereof by such party.
10. Shareholder Capacity. The execution of this Agreement by
Shareholder shall be solely in the Shareholder's capacity as the beneficial
owner of the Shares held by Shareholder, and Shareholder makes no agreement or
understanding herein in the Shareholder's capacity, if any, as a director or
officer of MedicaLogic.
11. Spousal Interests in Shares. To the extent that any of
Shareholder's Shares constitute the community property of Shareholder and the
Shareholder's spouse, if applicable, Shareholder shall obtain the spouse's
acknowledgment of and consent to the existence and binding effect of this
Agreement, by executing a spousal consent in the form attached hereto as Exhibit
B, and incorporated into this Agreement by reference.
4
<PAGE> 5
12. Miscellaneous.
12.1 This Agreement shall be deemed a contract made
under, and for all purposes shall be construed in accordance with, the
laws of the State of Oregon.
12.2 If any provision of this Agreement or the
application of such provision to any person or circumstances shall be
held invalid by a court of competent jurisdiction, the remainder of the
provision held invalid and the application of such provision to persons
or circumstances, other than the party as to which it is held invalid,
shall not be affected.
12.3 This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all
of which together shall constitute one and the same instrument.
12.4 This Agreement shall terminate upon the earliest
to occur of (i) the consummation of the Merger or (ii) termination of
the Merger Agreement (the "Expiration Date").
12.5 All Section headings herein are for convenience
of reference only and are not part of this Agreement, and no
construction or reference shall be derived therefrom.
12.6 The obligations of the Shareholder set forth in
this Agreement shall not be effective or binding upon him until after
such time as the
5
<PAGE> 6
Merger Agreement is executed and delivered by MedicaLogic, Medscape and
Merger Corp. The parties agree that there is not and has not been any
other agreement, arrangement or understanding between the parties
hereto with respect to the matters set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first written above.
MEDSCAPE, INC.:
By: /s/ Paul T. Sheils
__________________
Name: Paul T. Sheils
Title: CEO
SHAREHOLDERS: ENTERPRISE PARTNERS IV
By: /s/ Ronald R. Taylor
____________________
Name: Ronald R. Taylor
Title: General Partner
Number of Shares of Common Stock
owned by the Shareholder as of the
date of this Agreement:
437,000
ENTERPRISE PARTNERS IV ASSOCIATES
By: /s/ Ronald R. Taylor
____________________
Name: Ronald R. Taylor
Title: General Partner
Number of Shares of Common Stock
owned by the Shareholder as of the
date of this Agreement:
38,000
Address : ____________________
____________________
____________________
Telecopy: _________
6
<PAGE> 7
EXHIBIT A
FORM OF PROXY
In connection with the Shareholder Voting Agreement (the
"Voting Agreement"), dated as of February 21, 2000, among the undersigned and
Medscape, Inc., a Delaware corporation ("Medscape"), the undersigned, for
consideration received, hereby appoints Paul T. Sheils, President and Chief
Executive Officer of Medscape, the Shareholder's proxy, with power of
substitution, to vote all shares of capital stock of MedicaLogic Inc.
("MedicaLogic") owned by the undersigned at any time until the Expiration Date
(as defined in the Voting Agreement), FOR the (a) approval of the issuance of
MedicaLogic Common Stock (as defined in the Merger Agreement, dated as of
February 21, 2000, among Medscape, MedicaLogic and a wholly owned Delaware
subsidiary of MedicaLogic (the "Merger Agreement")) and (b) approval of any
action required in furtherance thereof, and AGAINST any action or agreement that
would result in a breach of any representation, warranty, covenant or obligation
of MedicaLogic in the Merger Agreement or that would preclude fulfillment of a
condition under the Merger Agreement to MedicaLogic's obligation to consummate
the Merger.
Dated: February 21, 2000
SHAREHOLDERS: ENTERPRISE PARTNERS IV
ENTERPRISE PARTNERS IV ASSOCIATES
By: /s/ Ronald R. Taylor
--------------------
Name: Ronald R. Taylor
Title: General Partner
7
<PAGE> 8
EXHIBIT B
FORM OF SPOUSAL CONSENT
I, the spouse of ___________________, have read and hereby
approve the foregoing Agreement. I hereby agree to be irrevocably bound by the
Agreement and further agree that any community interest shall be similarly bound
by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect
to any amendment or exercise of any rights under the Agreement.
Dated: _________, 2000 _____________________
8
<PAGE> 1
SHAREHOLDER VOTING AGREEMENT EXHIBIT 7.4
This Shareholder Voting Agreement (the "Agreement") is entered
into as of February 21, 2000, between the undersigned Quantum Industrial
Partners LDC, a shareholder (the "Shareholder") of MedicaLogic Inc., an Oregon
corporation ("MedicaLogic"), and Medscape, Inc., a Delaware corporation
("Medscape").
A. Contemporaneously with the execution and delivery of this
Agreement, Medscape, MedicaLogic and a wholly owned Delaware subsidiary of
MedicaLogic ("Merger Corp."), are entering into an Agreement of Reorganization
and Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to
which Merger Corp. will merge with and into Medscape (the "Merger"), upon the
terms and conditions set forth therein. Capitalized terms used in this Agreement
but not otherwise defined shall have the meaning ascribed to them in the Merger
Agreement.
B. The Shareholder desires that the Merger occur and that
Medscape and Merger Corp. combine, as set forth in the Merger Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the
receipt, sufficiency and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:
1. Representations of Shareholder.
1.1 The Shareholder represents that the Shareholder
is the holder of the number of shares of the capital stock of
MedicaLogic set forth on the signature page to this Agreement
("Shares") free and clear of all Liens.
1.2 The Shareholder represents that the Shareholder
does not beneficially or of record own (as such term is defined in the
Exchange Act) (a) any shares of the capital stock of MedicaLogic or (b)
any rights to acquire any shares of the capital stock of MedicaLogic,
other than the Shareholder's Shares, but excluding any shares of the
capital stock of MedicaLogic which the Shareholder has the right to
obtain upon the exercise of stock options outstanding on the date
hereof.
1.3 The Shareholder represents that the Shareholder
has full power and authority to make, enter into and carry out the
terms of this Agreement. This Agreement has been duly executed and
delivered by the Shareholder and constitutes a legal, valid and binding
obligation of the Shareholder, enforceable against the Shareholder in
accordance with its terms,
<PAGE> 2
subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and rules of law governing
specific performance, injunctive relief and other equitable remedies.
1.4 The Shareholder represents that the execution and
delivery of this Agreement by the Shareholder do not, and the
performance of this Agreement by the Shareholder will not: (a) conflict
with or violate any order applicable to the Shareholder or by which the
Shareholder or any of the Shareholder's properties or Shares is bound
or affected; or (b) result in any breach of or constitute a default
(with notice or lapse of time, or both) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, or
result in the creation of any lien, restriction, adverse claim,
encumbrance or security interest in or to any of the Shares pursuant to
any written, oral or other agreement, contract or legally binding
commitment to which the Shareholder is a party or by which the
Shareholder or any of the Shareholder's properties (including but not
limited to the Shares) is bound or affected.
2. Agreement to Vote Shares; Proxy; Waiver.
2.1 Voting. The Shareholder agrees that at any
meeting of the shareholders of MedicaLogic, however called, and in any
action taken by written consent of shareholders of MedicaLogic without
a meeting, the Shareholder shall vote the Shareholder's Shares and any
New Shares (as defined in Section 6 hereof), and shall cause any holder
of record of the Shareholder's Shares or New Shares to vote (a) to
approve the issuance of MedicaLogic Common Stock in the Merger, (b) to
approve any action required in furtherance thereof and (c) against any
action or agreement that would result in a breach of any
representation, warranty, covenant or obligation of MedicaLogic in the
Merger Agreement or that would preclude fulfillment of a condition
under the Merger Agreement to MedicaLogic's obligation to consummate
the Merger.
2.2 Proxy. Contemporaneously with the execution of
this Agreement, the Shareholder agrees to deliver to Medscape a proxy
substantially in the form attached hereto as Exhibit A, which proxy
shall be irrevocable to the fullest extent permitted by law (except
that such proxy shall be deemed automatically revoked upon a
termination of this Agreement in accordance with Section 12.4), with
the total number of the Shareholder's Shares and any New Shares
correctly indicated thereon.
2.3 Waiver.
(a) The Shareholder hereby agrees not to
exercise any rights of appraisal and any dissenters' rights
that the Shareholder may have (whether under applicable law or
otherwise) or could potentially have or acquire in connection
with the Merger.
2
<PAGE> 3
(b) The Shareholder hereby waives any rights
of first refusal, rights of co-sale, registration rights,
preemptive rights, rights of redemption or repurchase, rights
to notice and similar rights of the Shareholder under any
agreement, arrangement or understanding applicable to the
Shares or New Shares, in each case only as the same may apply
to the execution and delivery of the Merger Agreement and the
consummation of the Merger and the other transactions
contemplated by the Merger Agreement. The Shareholder agrees
to take such actions, and execute and deliver such agreements
and documents, as may reasonably be requested by Medscape in
order to effect, confirm or evidence the foregoing waivers.
3. No Voting Trusts. After the date hereof, the Shareholder
agrees that the Shareholder will not, nor will the Shareholder permit any entity
under the Shareholder's control to, deposit any of the Shareholder's Shares in a
voting trust or subject any of the Shareholder's Shares to any arrangement with
respect to the voting of such Shares other than agreements entered into with
Medscape.
4. No Proxy Solicitations. The Shareholder agrees that the
Shareholder will not, nor will the Shareholder permit any entity under the
Shareholder's control to, (a) solicit proxies or become a "participant" in a
"solicitation" (as such terms are defined in Regulation 14A under the Exchange
Act) in opposition to or competition with the consummation of the Merger, (b)
subject to Section 10, directly or indirectly solicit, encourage, initiate or
otherwise facilitate any inquiries or the making of any proposal or offer with
respect to an Acquisition Transaction (as defined in the Merger Agreement) or
engage in any negotiation concerning, or provide any confidential information or
data to, or have any discussions with any person relating to, an Acquisition
Transaction proposal, (c) become a member of a "group" (as such term is used in
Section 13(d) of the Exchange Act) with respect to any voting securities of
MedicaLogic for the purpose of opposing or competing with the consummation of
the Merger, or (d) take any action which would prevent, burden or materially
delay the consummation of the transactions contemplated by this Agreement.
5. [Reserved]
6. Additional Purchases. During the period commencing on
February 21, 2000 and ending after the earlier of (a) the effective date of the
Merger or (b) the date this Agreement shall be terminated in accordance with its
terms, the Shareholder agrees that the Shareholder will not (i) purchase or
otherwise acquire, including without limitation by the exercise of options,
beneficial ownership of any shares of the capital stock of MedicaLogic after the
execution of this Agreement ("New Shares"), or (ii) voluntarily acquire the
right to vote or share in the voting of any shares of the capital stock of
MedicaLogic other than the Shares, unless the Shareholder agrees to deliver to
Medscape immediately after such purchase or acquisition a proxy substantially in
the form attached hereto as Exhibit A with respect to such New Shares,
3
<PAGE> 4
which proxy shall be irrevocable to the fullest extent permitted by law (except
that such proxy shall be deemed automatically revoked upon a termination of this
Agreement in accordance with Section 12.4). The Shareholder also agrees that any
New Shares acquired or purchased by him shall be subject to the terms of this
Agreement to the same extent as if they constituted Shares.
7. Specific Performance. Each party hereto severally
acknowledges that it will be impossible to measure in money the damage to the
other party if a party hereto fails to comply with any of the obligations
imposed by this Agreement, that every such obligation is material and that, in
the event of any such failure, the other party will not have an adequate remedy
at law or damages. Accordingly, each party hereto severally agrees that
injunctive relief or other equitable remedy, in addition to remedies at law or
damages, is the appropriate remedy for any such failure and will not oppose the
granting of such relief on the basis that the other party has an adequate remedy
at law. Each party hereto severally agrees that it will not seek, and agrees to
waive any requirement for, the securing or posting of a bond in connection with
any other party's seeking or obtaining such equitable relief.
8. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns and shall not be assignable without the written consent
of all other parties hereto.
9. Entire Agreement. This Agreement contains the entire
agreement between the parties hereto with respect to the subject matter hereof,
and this Agreement supersedes all prior agreements, written or oral, between the
parties hereto with respect to the subject matter hereof. This Agreement may not
be amended, supplemented or modified, and no provisions hereof may be modified
or waived, except by an instrument in writing signed by all the parties hereto.
No waiver of any provisions hereof by any party shall be deemed a waiver of any
other provisions hereof by any such party, nor shall any such waiver be deemed a
continuing waiver of any provision hereof by such party.
10. Shareholder Capacity. The execution of this Agreement by
Shareholder shall be solely in the Shareholder's capacity as the beneficial
owner of the Shares held by Shareholder, and Shareholder makes no agreement or
understanding herein in the Shareholder's capacity, if any, as a director or
officer of MedicaLogic.
11. Spousal Interests in Shares. To the extent that any of
Shareholder's Shares constitute the community property of Shareholder and the
Shareholder's spouse, if applicable, Shareholder shall obtain the spouse's
acknowledgment of and consent to the existence and binding effect of this
Agreement, by executing a spousal consent in the form attached hereto as Exhibit
B, and incorporated into this Agreement by reference.
4
<PAGE> 5
12. Miscellaneous.
12.1 This Agreement shall be deemed a contract made
under, and for all purposes shall be construed in accordance with, the
laws of the State of Oregon.
12.2 If any provision of this Agreement or the
application of such provision to any person or circumstances shall be
held invalid by a court of competent jurisdiction, the remainder of the
provision held invalid and the application of such provision to persons
or circumstances, other than the party as to which it is held invalid,
shall not be affected.
12.3 This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all
of which together shall constitute one and the same instrument.
12.4 This Agreement shall terminate upon the earliest
to occur of (i) the consummation of the Merger or (ii) termination of
the Merger Agreement (the "Expiration Date").
12.5 All Section headings herein are for convenience
of reference only and are not part of this Agreement, and no
construction or reference shall be derived therefrom.
12.6 The obligations of the Shareholder set forth in
this Agreement shall not be effective or binding upon him until after
such time as the
5
<PAGE> 6
Merger Agreement is executed and delivered by MedicaLogic, Medscape and
Merger Corp. The parties agree that there is not and has not been any
other agreement, arrangement or understanding between the parties
hereto with respect to the matters set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first written above.
MEDSCAPE, INC.:
By: /s/ Paul T. Sheils
--------------------------------
Name: Paul T. Sheils
Title: CEO
SHAREHOLDER: QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Michael C. Neus
--------------------------------
Name: Michael C. Neus
Title: Attorney-in-fact
Address:
---------------------
---------------------
---------------------
Telecopy: ---------------------
Number of Shares of Common Stock
owned by the Shareholder as of the
date of this Agreement:
1,568,421
6
<PAGE> 7
EXHIBIT A
FORM OF PROXY
In connection with the Shareholder Voting Agreement (the
"Voting Agreement"), dated as of February 21, 2000, among the undersigned and
Medscape, Inc., a Delaware corporation ("Medscape"), the undersigned, for
consideration received, hereby appoints Paul T. Sheils, President and Chief
Executive Officer of Medscape, the Shareholder's proxy, with power of
substitution, to vote all shares of capital stock of MedicaLogic Inc.
("MedicaLogic") owned by the undersigned at any time until the Expiration Date
(as defined in the Voting Agreement), FOR the (a) approval of the issuance of
MedicaLogic Common Stock (as defined in the Merger Agreement, dated as of
February 21, 2000, among Medscape, MedicaLogic and a wholly owned Delaware
subsidiary of MedicaLogic (the "Merger Agreement")) and (b) approval of any
action required in furtherance thereof, and AGAINST any action or agreement that
would result in a breach of any representation, warranty, covenant or obligation
of MedicaLogic in the Merger Agreement or that would preclude fulfillment of a
condition under the Merger Agreement to MedicaLogic's obligation to consummate
the Merger.
Dated: February 21, 2000
SHAREHOLDER: QUANTUM INDUSTRIAL PARTNERS LDC
By: /s/ Michael C. Neus
--------------------------------
Name: Michael C. Neus
Title: Attorney-in-fact
7
<PAGE> 8
EXHIBIT B
FORM OF SPOUSAL CONSENT
I, the spouse of ___________________, have read and hereby
approve the foregoing Agreement. I hereby agree to be irrevocably bound by the
Agreement and further agree that any community interest shall be similarly bound
by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect
to any amendment or exercise of any rights under the Agreement.
Dated: _________, 2000 _____________________
8
<PAGE> 1
SHAREHOLDER VOTING AGREEMENT EXHIBIT 7.5
This Shareholder Voting Agreement (the "Agreement") is entered
into as of February 21, 2000, between the undersigned SFM Domestic Investment
LLC, a shareholder (the "Shareholder") of MedicaLogic Inc., an Oregon
corporation ("MedicaLogic"), and Medscape, Inc., a Delaware corporation
("Medscape").
A. Contemporaneously with the execution and delivery of this
Agreement, Medscape, MedicaLogic and a wholly owned Delaware subsidiary of
MedicaLogic ("Merger Corp."), are entering into an Agreement of Reorganization
and Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to
which Merger Corp. will merge with and into Medscape (the "Merger"), upon the
terms and conditions set forth therein. Capitalized terms used in this Agreement
but not otherwise defined shall have the meaning ascribed to them in the Merger
Agreement.
B. The Shareholder desires that the Merger occur and that
Medscape and Merger Corp. combine, as set forth in the Merger Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the
receipt, sufficiency and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:
1. Representations of Shareholder.
1.1 The Shareholder represents that the Shareholder
is the holder of the number of shares of the capital stock of
MedicaLogic set forth on the signature page to this Agreement
("Shares") free and clear of all Liens.
1.2 The Shareholder represents that the Shareholder
does not beneficially or of record own (as such term is defined in the
Exchange Act) (a) any shares of the capital stock of MedicaLogic or (b)
any rights to acquire any shares of the capital stock of MedicaLogic,
other than the Shareholder's Shares, but excluding any shares of the
capital stock of MedicaLogic which the Shareholder has the right to
obtain upon the exercise of stock options outstanding on the date
hereof.
1.3 The Shareholder represents that the Shareholder
has full power and authority to make, enter into and carry out the
terms of this Agreement. This Agreement has been duly executed and
delivered by the Shareholder and constitutes a legal, valid and binding
obligation of the Shareholder, enforceable against the Shareholder in
accordance with its terms,
<PAGE> 2
subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and rules of law governing
specific performance, injunctive relief and other equitable remedies.
1.4 The Shareholder represents that the execution and
delivery of this Agreement by the Shareholder do not, and the
performance of this Agreement by the Shareholder will not: (a) conflict
with or violate any order applicable to the Shareholder or by which the
Shareholder or any of the Shareholder's properties or Shares is bound
or affected; or (b) result in any breach of or constitute a default
(with notice or lapse of time, or both) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, or
result in the creation of any lien, restriction, adverse claim,
encumbrance or security interest in or to any of the Shares pursuant to
any written, oral or other agreement, contract or legally binding
commitment to which the Shareholder is a party or by which the
Shareholder or any of the Shareholder's properties (including but not
limited to the Shares) is bound or affected.
2. Agreement to Vote Shares; Proxy; Waiver.
2.1 Voting. The Shareholder agrees that at any
meeting of the shareholders of MedicaLogic, however called, and in any
action taken by written consent of shareholders of MedicaLogic without
a meeting, the Shareholder shall vote the Shareholder's Shares and any
New Shares (as defined in Section 6 hereof), and shall cause any holder
of record of the Shareholder's Shares or New Shares to vote (a) to
approve the issuance of MedicaLogic Common Stock in the Merger, (b) to
approve any action required in furtherance thereof and (c) against any
action or agreement that would result in a breach of any
representation, warranty, covenant or obligation of MedicaLogic in the
Merger Agreement or that would preclude fulfillment of a condition
under the Merger Agreement to MedicaLogic's obligation to consummate
the Merger.
2.2 Proxy. Contemporaneously with the execution of
this Agreement, the Shareholder agrees to deliver to Medscape a proxy
substantially in the form attached hereto as Exhibit A, which proxy
shall be irrevocable to the fullest extent permitted by law (except
that such proxy shall be deemed automatically revoked upon a
termination of this Agreement in accordance with Section 12.4), with
the total number of the Shareholder's Shares and any New Shares
correctly indicated thereon.
2.3 Waiver.
(a) The Shareholder hereby agrees not to
exercise any rights of appraisal and any dissenters' rights
that the Shareholder may have (whether under applicable law or
otherwise) or could potentially have or acquire in connection
with the Merger.
2
<PAGE> 3
(b) The Shareholder hereby waives any rights
of first refusal, rights of co-sale, registration rights,
preemptive rights, rights of redemption or repurchase, rights
to notice and similar rights of the Shareholder under any
agreement, arrangement or understanding applicable to the
Shares or New Shares, in each case only as the same may apply
to the execution and delivery of the Merger Agreement and the
consummation of the Merger and the other transactions
contemplated by the Merger Agreement. The Shareholder agrees
to take such actions, and execute and deliver such agreements
and documents, as may reasonably be requested by Medscape in
order to effect, confirm or evidence the foregoing waivers.
3. No Voting Trusts. After the date hereof, the Shareholder
agrees that the Shareholder will not, nor will the Shareholder permit any entity
under the Shareholder's control to, deposit any of the Shareholder's Shares in a
voting trust or subject any of the Shareholder's Shares to any arrangement with
respect to the voting of such Shares other than agreements entered into with
Medscape.
4. No Proxy Solicitations. The Shareholder agrees that the
Shareholder will not, nor will the Shareholder permit any entity under the
Shareholder's control to, (a) solicit proxies or become a "participant" in a
"solicitation" (as such terms are defined in Regulation 14A under the Exchange
Act) in opposition to or competition with the consummation of the Merger, (b)
subject to Section 10, directly or indirectly solicit, encourage, initiate or
otherwise facilitate any inquiries or the making of any proposal or offer with
respect to an Acquisition Transaction (as defined in the Merger Agreement) or
engage in any negotiation concerning, or provide any confidential information or
data to, or have any discussions with any person relating to, an Acquisition
Transaction proposal, (c) become a member of a "group" (as such term is used in
Section 13(d) of the Exchange Act) with respect to any voting securities of
MedicaLogic for the purpose of opposing or competing with the consummation of
the Merger, or (d) take any action which would prevent, burden or materially
delay the consummation of the transactions contemplated by this Agreement.
5. [Reserved]
6. Additional Purchases. During the period commencing on
February 21, 2000 and ending after the earlier of (a) the effective date of the
Merger or (b) the date this Agreement shall be terminated in accordance with its
terms, the Shareholder agrees that the Shareholder will not (i) purchase or
otherwise acquire, including without limitation by the exercise of options,
beneficial ownership of any shares of the capital stock of MedicaLogic after the
execution of this Agreement ("New Shares"), or (ii) voluntarily acquire the
right to vote or share in the voting of any shares of the capital stock of
MedicaLogic other than the Shares, unless the Shareholder agrees to deliver to
Medscape immediately after such purchase or acquisition a proxy substantially in
the form attached hereto as Exhibit A with respect to such New Shares,
3
<PAGE> 4
which proxy shall be irrevocable to the fullest extent permitted by law (except
that such proxy shall be deemed automatically revoked upon a termination of this
Agreement in accordance with Section 12.4). The Shareholder also agrees that any
New Shares acquired or purchased by him shall be subject to the terms of this
Agreement to the same extent as if they constituted Shares.
7. Specific Performance. Each party hereto severally
acknowledges that it will be impossible to measure in money the damage to the
other party if a party hereto fails to comply with any of the obligations
imposed by this Agreement, that every such obligation is material and that, in
the event of any such failure, the other party will not have an adequate remedy
at law or damages. Accordingly, each party hereto severally agrees that
injunctive relief or other equitable remedy, in addition to remedies at law or
damages, is the appropriate remedy for any such failure and will not oppose the
granting of such relief on the basis that the other party has an adequate remedy
at law. Each party hereto severally agrees that it will not seek, and agrees to
waive any requirement for, the securing or posting of a bond in connection with
any other party's seeking or obtaining such equitable relief.
8. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns and shall not be assignable without the written consent
of all other parties hereto.
9. Entire Agreement. This Agreement contains the entire
agreement between the parties hereto with respect to the subject matter hereof,
and this Agreement supersedes all prior agreements, written or oral, between the
parties hereto with respect to the subject matter hereof. This Agreement may not
be amended, supplemented or modified, and no provisions hereof may be modified
or waived, except by an instrument in writing signed by all the parties hereto.
No waiver of any provisions hereof by any party shall be deemed a waiver of any
other provisions hereof by any such party, nor shall any such waiver be deemed a
continuing waiver of any provision hereof by such party.
10. Shareholder Capacity. The execution of this Agreement by
Shareholder shall be solely in the Shareholder's capacity as the beneficial
owner of the Shares held by Shareholder, and Shareholder makes no agreement or
understanding herein in the Shareholder's capacity, if any, as a director or
officer of MedicaLogic.
11. Spousal Interests in Shares. To the extent that any of
Shareholder's Shares constitute the community property of Shareholder and the
Shareholder's spouse, if applicable, Shareholder shall obtain the spouse's
acknowledgment of and consent to the existence and binding effect of this
Agreement, by executing a spousal consent in the form attached hereto as Exhibit
B, and incorporated into this Agreement by reference.
4
<PAGE> 5
12. Miscellaneous.
12.1 This Agreement shall be deemed a contract made
under, and for all purposes shall be construed in accordance with, the
laws of the State of Oregon.
12.2 If any provision of this Agreement or the
application of such provision to any person or circumstances shall be
held invalid by a court of competent jurisdiction, the remainder of the
provision held invalid and the application of such provision to persons
or circumstances, other than the party as to which it is held invalid,
shall not be affected.
12.3 This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all
of which together shall constitute one and the same instrument.
12.4 This Agreement shall terminate upon the earliest
to occur of (i) the consummation of the Merger or (ii) termination of
the Merger Agreement (the "Expiration Date").
12.5 All Section headings herein are for convenience
of reference only and are not part of this Agreement, and no
construction or reference shall be derived therefrom.
12.6 The obligations of the Shareholder set forth in
this Agreement shall not be effective or binding upon him until after
such time as the
5
<PAGE> 6
Merger Agreement is executed and delivered by MedicaLogic, Medscape and
Merger Corp. The parties agree that there is not and has not been any
other agreement, arrangement or understanding between the parties
hereto with respect to the matters set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first written above.
MEDSCAPE, INC.:
By: /s/ Paul T. Sheils
__________________
Name: Paul T. Sheils
Title: CEO
SHAREHOLDER: SFM DOMESTIC INVESTMENT LLC
By: /s/ Michael C. Neus
___________________
Name: Michael C. Neus
Title: Attorney-in-fact
Address: _____________________
_____________________
_____________________
Telecopy: _____________________
Number of Shares of Common Stock
owned by the Shareholder as of the
date of this Agreement:
1,568,421
6
<PAGE> 7
PROXY
In connection with the Shareholder Voting Agreement (the
"Voting Agreement"), dated as of February 21, 2000, among the undersigned and
Medscape, Inc., a Delaware corporation ("Medscape"), the undersigned, for
consideration received, hereby appoints Paul T. Sheils, President and Chief
Executive Officer of Medscape, the Shareholder's proxy, with power of
substitution, to vote all shares of capital stock of MedicaLogic Inc.
("MedicaLogic") owned by the undersigned at any time until the Expiration Date
(as defined in the Voting Agreement), FOR the (a) approval of the issuance of
MedicaLogic Common Stock (as defined in the Merger Agreement, dated as of
February 21, 2000, among Medscape, MedicaLogic and a wholly owned Delaware
subsidiary of MedicaLogic (the "Merger Agreement")) and (b) approval of any
action required in furtherance thereof, and AGAINST any action or agreement that
would result in a breach of any representation, warranty, covenant or obligation
of MedicaLogic in the Merger Agreement or that would preclude fulfillment of a
condition under the Merger Agreement to MedicaLogic's obligation to consummate
the Merger.
Dated: February 21, 2000
SHAREHOLDER: SFM DOMESTIC INVESTMENT LLC
By: /s/ Michael C. Neus
--------------------------------
Name: Michael C. Neus
Title: Attorney-in-fact
7
<PAGE> 8
EXHIBIT B
FORM OF SPOUSAL CONSENT
I, the spouse of ___________________, have read and hereby
approve the foregoing Agreement. I hereby agree to be irrevocably bound by the
Agreement and further agree that any community interest shall be similarly bound
by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect
to any amendment or exercise of any rights under the Agreement.
Dated: _________, 2000 _____________________
8
<PAGE> 1
SHAREHOLDER VOTING AGREEMENT EXHIBIT 7.6
This Shareholder Voting Agreement (the "Agreement") is entered
into as of February 21, 2000, between the undersigned Mark K. Leavitt, a
shareholder (the "Shareholder") of MedicaLogic Inc., an Oregon corporation
("MedicaLogic"), and Medscape, Inc., a Delaware corporation ("Medscape").
A. Contemporaneously with the execution and delivery of this
Agreement, Medscape, MedicaLogic and a wholly owned Delaware subsidiary of
MedicaLogic ("Merger Corp."), are entering into an Agreement of Reorganization
and Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to
which Merger Corp. will merge with and into Medscape (the "Merger"), upon the
terms and conditions set forth therein. Capitalized terms used in this Agreement
but not otherwise defined shall have the meaning ascribed to them in the Merger
Agreement.
B. The Shareholder desires that the Merger occur and that
Medscape and Merger Corp. combine, as set forth in the Merger Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the
receipt, sufficiency and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:
1. Representations of Shareholder.
1.1 The Shareholder represents that the Shareholder
is the holder of the number of shares of the capital stock of
MedicaLogic set forth on the signature page to this Agreement
("Shares") free and clear of all Liens.
1.2 The Shareholder represents that the Shareholder
does not beneficially or of record own (as such term is defined in the
Exchange Act) (a) any shares of the capital stock of MedicaLogic or (b)
any rights to acquire any shares of the capital stock of MedicaLogic,
other than the Shareholder's Shares, but excluding any shares of the
capital stock of MedicaLogic which the Shareholder has the right to
obtain upon the exercise of stock options outstanding on the date
hereof.
1.3 The Shareholder represents that the Shareholder
has full power and authority to make, enter into and carry out the
terms of this Agreement. This Agreement has been duly executed and
delivered by the Shareholder and constitutes a legal, valid and binding
obligation of the Shareholder, enforceable against the Shareholder in
accordance with its terms,
<PAGE> 2
subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and rules of law governing
specific performance, injunctive relief and other equitable remedies.
1.4 The Shareholder represents that the execution and
delivery of this Agreement by the Shareholder do not, and the
performance of this Agreement by the Shareholder will not: (a) conflict
with or violate any order applicable to the Shareholder or by which the
Shareholder or any of the Shareholder's properties or Shares is bound
or affected; or (b) result in any breach of or constitute a default
(with notice or lapse of time, or both) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, or
result in the creation of any lien, restriction, adverse claim,
encumbrance or security interest in or to any of the Shares pursuant to
any written, oral or other agreement, contract or legally binding
commitment to which the Shareholder is a party or by which the
Shareholder or any of the Shareholder's properties (including but not
limited to the Shares) is bound or affected.
2. Agreement to Vote Shares; Proxy; Waiver.
2.1 Voting. The Shareholder agrees that at any
meeting of the shareholders of MedicaLogic, however called, and in any
action taken by written consent of shareholders of MedicaLogic without
a meeting, the Shareholder shall vote the Shareholder's Shares and any
New Shares (as defined in Section 6 hereof), and shall cause any holder
of record of the Shareholder's Shares or New Shares to vote (a) to
approve the issuance of MedicaLogic Common Stock in the Merger, (b) to
approve any action required in furtherance thereof and (c) against any
action or agreement that would result in a breach of any
representation, warranty, covenant or obligation of MedicaLogic in the
Merger Agreement or that would preclude fulfillment of a condition
under the Merger Agreement to MedicaLogic's obligation to consummate
the Merger.
2.2 Proxy. Contemporaneously with the execution of
this Agreement, the Shareholder agrees to deliver to Medscape a proxy
substantially in the form attached hereto as Exhibit A, which proxy
shall be irrevocable to the fullest extent permitted by law (except
that such proxy shall be deemed automatically revoked upon a
termination of this Agreement in accordance with Section 12.4), with
the total number of the Shareholder's Shares and any New Shares
correctly indicated thereon.
2.3 Waiver.
(a) The Shareholder hereby agrees not to
exercise any rights of appraisal and any dissenters' rights
that the Shareholder may have (whether under applicable law or
otherwise) or could potentially have or acquire in connection
with the Merger.
2
<PAGE> 3
(b) The Shareholder hereby waives any rights
of first refusal, rights of co-sale, registration rights,
preemptive rights, rights of redemption or repurchase, rights
to notice and similar rights of the Shareholder under any
agreement, arrangement or understanding applicable to the
Shares or New Shares, in each case only as the same may apply
to the execution and delivery of the Merger Agreement and the
consummation of the Merger and the other transactions
contemplated by the Merger Agreement. The Shareholder agrees
to take such actions, and execute and deliver such agreements
and documents, as may reasonably be requested by Medscape in
order to effect, confirm or evidence the foregoing waivers.
3. No Voting Trusts. After the date hereof, the Shareholder
agrees that the Shareholder will not, nor will the Shareholder permit any entity
under the Shareholder's control to, deposit any of the Shareholder's Shares in a
voting trust or subject any of the Shareholder's Shares to any arrangement with
respect to the voting of such Shares other than agreements entered into with
Medscape.
4. No Proxy Solicitations. The Shareholder agrees that the
Shareholder will not, nor will the Shareholder permit any entity under the
Shareholder's control to, (a) solicit proxies or become a "participant" in a
"solicitation" (as such terms are defined in Regulation 14A under the Exchange
Act) in opposition to or competition with the consummation of the Merger, (b)
subject to Section 10, directly or indirectly solicit, encourage, initiate or
otherwise facilitate any inquiries or the making of any proposal or offer with
respect to an Acquisition Transaction (as defined in the Merger Agreement) or
engage in any negotiation concerning, or provide any confidential information or
data to, or have any discussions with any person relating to, an Acquisition
Transaction proposal, (c) become a member of a "group" (as such term is used in
Section 13(d) of the Exchange Act) with respect to any voting securities of
MedicaLogic for the purpose of opposing or competing with the consummation of
the Merger, or (d) take any action which would prevent, burden or materially
delay the consummation of the transactions contemplated by this Agreement.
5. [Reserved]
6. Additional Purchases. During the period commencing on
February 21, 2000 and ending after the earlier of (a) the effective date of the
Merger or (b) the date this Agreement shall be terminated in accordance with its
terms, the Shareholder agrees that the Shareholder will not (i) purchase or
otherwise acquire, including without limitation by the exercise of options,
beneficial ownership of any shares of the capital stock of MedicaLogic after the
execution of this Agreement ("New Shares"), or (ii) voluntarily acquire the
right to vote or share in the voting of any shares of the capital stock of
MedicaLogic other than the Shares, unless the Shareholder agrees to deliver to
Medscape immediately after such purchase or acquisition a proxy substantially in
the form attached hereto as Exhibit A with respect to such New Shares,
3
<PAGE> 4
which proxy shall be irrevocable to the fullest extent permitted by law (except
that such proxy shall be deemed automatically revoked upon a termination of this
Agreement in accordance with Section 12.4). The Shareholder also agrees that any
New Shares acquired or purchased by him shall be subject to the terms of this
Agreement to the same extent as if they constituted Shares.
7. Specific Performance. Each party hereto severally
acknowledges that it will be impossible to measure in money the damage to the
other party if a party hereto fails to comply with any of the obligations
imposed by this Agreement, that every such obligation is material and that, in
the event of any such failure, the other party will not have an adequate remedy
at law or damages. Accordingly, each party hereto severally agrees that
injunctive relief or other equitable remedy, in addition to remedies at law or
damages, is the appropriate remedy for any such failure and will not oppose the
granting of such relief on the basis that the other party has an adequate remedy
at law. Each party hereto severally agrees that it will not seek, and agrees to
waive any requirement for, the securing or posting of a bond in connection with
any other party's seeking or obtaining such equitable relief.
8. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns and shall not be assignable without the written consent
of all other parties hereto.
9. Entire Agreement. This Agreement contains the entire
agreement between the parties hereto with respect to the subject matter hereof,
and this Agreement supersedes all prior agreements, written or oral, between the
parties hereto with respect to the subject matter hereof. This Agreement may not
be amended, supplemented or modified, and no provisions hereof may be modified
or waived, except by an instrument in writing signed by all the parties hereto.
No waiver of any provisions hereof by any party shall be deemed a waiver of any
other provisions hereof by any such party, nor shall any such waiver be deemed a
continuing waiver of any provision hereof by such party.
10. Shareholder Capacity. The execution of this Agreement by
Shareholder shall be solely in the Shareholder's capacity as the beneficial
owner of the Shares held by Shareholder, and Shareholder makes no agreement or
understanding herein in the Shareholder's capacity, if any, as a director or
officer of MedicaLogic.
11. Spousal Interests in Shares. To the extent that any of
Shareholder's Shares constitute the community property of Shareholder and the
Shareholder's spouse, if applicable, Shareholder shall obtain the spouse's
acknowledgment of and consent to the existence and binding effect of this
Agreement, by executing a spousal consent in the form attached hereto as Exhibit
B, and incorporated into this Agreement by reference.
4
<PAGE> 5
12. Miscellaneous.
12.1 This Agreement shall be deemed a contract made
under, and for all purposes shall be construed in accordance with, the
laws of the State of Oregon.
12.2 If any provision of this Agreement or the
application of such provision to any person or circumstances shall be
held invalid by a court of competent jurisdiction, the remainder of the
provision held invalid and the application of such provision to persons
or circumstances, other than the party as to which it is held invalid,
shall not be affected.
12.3 This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all
of which together shall constitute one and the same instrument.
12.4 This Agreement shall terminate upon the earliest
to occur of (i) the consummation of the Merger or (ii) termination of
the Merger Agreement (the "Expiration Date").
12.5 All Section headings herein are for convenience
of reference only and are not part of this Agreement, and no
construction or reference shall be derived therefrom.
12.6 The obligations of the Shareholder set forth in
this Agreement shall not be effective or binding upon him until after
such time as the Merger Agreement is executed and delivered by
MedicaLogic, Medscape and Merger Corp. The parties agree that there is
not and has not been any other agreement, arrangement or understanding
between the parties hereto with respect to the matters set forth
herein.
5
<PAGE> 6
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first written above.
MEDSCAPE, INC.:
By: /s/ Paul. T Sheils
--------------------------------
Name: Paul. T Sheils
Title: CEO
SHAREHOLDER:
By: / s/ Mark K. Leavitt
--------------------------------
Name: Mark K. Leavitt
Title:
Address: _____________________
_____________________
_____________________
Telecopy: _____________________
Number of Shares of Common Stock
owned by the Shareholder as of the
date of this Agreement:
1, 177,501
6
<PAGE> 7
EXHIBIT A
FORM OF PROXY
In connection with the Shareholder Voting Agreement (the
"Voting Agreement"), dated as of February 21, 2000, among the undersigned and
Medscape, Inc., a Delaware corporation ("Medscape"), the undersigned, for
consideration received, hereby appoints Paul T. Sheils, President and Chief
Executive Officer of Medscape, the Shareholder's proxy, with power of
substitution, to vote all shares of capital stock of MedicaLogic Inc.
("MedicaLogic") owned by the undersigned at any time until the Expiration Date
(as defined in the Voting Agreement), FOR the (a) approval of the issuance of
MedicaLogic Common Stock (as defined in the Merger Agreement, dated as of
February 21, 2000, among Medscape, MedicaLogic and a wholly owned Delaware
subsidiary of MedicaLogic (the "Merger Agreement")) and (b) approval of any
action required in furtherance thereof, and AGAINST any action or agreement that
would result in a breach of any representation, warranty, covenant or obligation
of MedicaLogic in the Merger Agreement or that would preclude fulfillment of a
condition under the Merger Agreement to MedicaLogic's obligation to consummate
the Merger.
Dated: February 21, 2000
SHAREHOLDER:
By: /s/ Mark K. Leavitt
--------------------------------
Name: Mark K. Leavitt
Title:
7
<PAGE> 8
EXHIBIT B
FORM OF SPOUSAL CONSENT
I, the spouse of ___________________, have read and hereby
approve the foregoing Agreement. I hereby agree to be irrevocably bound by the
Agreement and further agree that any community interest shall be similarly bound
by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect
to any amendment or exercise of any rights under the Agreement.
Dated: _________, 2000 _____________________
8
<PAGE> 1
SHAREHOLDER VOTING AGREEMENT EXHIBIT 7.7
This Shareholder Voting Agreement (the "Agreement") is entered
into as of February 21, 2000, between the undersigned David C. Moffenbeier, a
shareholder (the "Shareholder") of MedicaLogic Inc., an Oregon corporation
("MedicaLogic"), and Medscape, Inc., a Delaware corporation ("Medscape").
A. Contemporaneously with the execution and delivery of this
Agreement, Medscape, MedicaLogic and a wholly owned Delaware subsidiary of
MedicaLogic ("Merger Corp."), are entering into an Agreement of Reorganization
and Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to
which Merger Corp. will merge with and into Medscape (the "Merger"), upon the
terms and conditions set forth therein. Capitalized terms used in this Agreement
but not otherwise defined shall have the meaning ascribed to them in the Merger
Agreement.
B. The Shareholder desires that the Merger occur and that
Medscape and Merger Corp. combine, as set forth in the Merger Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the
receipt, sufficiency and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:
1. Representations of Shareholder.
1.1 The Shareholder represents that the Shareholder
is the holder of the number of shares of the capital stock of
MedicaLogic set forth on the signature page to this Agreement
("Shares") free and clear of all Liens.
1.2 The Shareholder represents that the Shareholder
does not beneficially or of record own (as such term is defined in the
Exchange Act) (a) any shares of the capital stock of MedicaLogic or (b)
any rights to acquire any shares of the capital stock of MedicaLogic,
other than the Shareholder's Shares, but excluding any shares of the
capital stock of MedicaLogic which the Shareholder has the right to
obtain upon the exercise of stock options outstanding on the date
hereof.
1.3 The Shareholder represents that the Shareholder
has full power and authority to make, enter into and carry out the
terms of this Agreement. This Agreement has been duly executed and
delivered by the Shareholder and constitutes a legal, valid and binding
obligation of the Shareholder, enforceable against the Shareholder in
accordance with its terms,
<PAGE> 2
subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and rules of law governing
specific performance, injunctive relief and other equitable remedies.
1.4 The Shareholder represents that the execution and
delivery of this Agreement by the Shareholder do not, and the
performance of this Agreement by the Shareholder will not: (a) conflict
with or violate any order applicable to the Shareholder or by which the
Shareholder or any of the Shareholder's properties or Shares is bound
or affected; or (b) result in any breach of or constitute a default
(with notice or lapse of time, or both) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, or
result in the creation of any lien, restriction, adverse claim,
encumbrance or security interest in or to any of the Shares pursuant to
any written, oral or other agreement, contract or legally binding
commitment to which the Shareholder is a party or by which the
Shareholder or any of the Shareholder's properties (including but not
limited to the Shares) is bound or affected.
2. Agreement to Vote Shares; Proxy; Waiver.
2.1 Voting. The Shareholder agrees that at any
meeting of the shareholders of MedicaLogic, however called, and in any
action taken by written consent of shareholders of MedicaLogic without
a meeting, the Shareholder shall vote the Shareholder's Shares and any
New Shares (as defined in Section 6 hereof), and shall cause any holder
of record of the Shareholder's Shares or New Shares to vote (a) to
approve the issuance of MedicaLogic Common Stock in the Merger, (b) to
approve any action required in furtherance thereof and (c) against any
action or agreement that would result in a breach of any
representation, warranty, covenant or obligation of MedicaLogic in the
Merger Agreement or that would preclude fulfillment of a condition
under the Merger Agreement to MedicaLogic's obligation to consummate
the Merger.
2.2 Proxy. Contemporaneously with the execution of
this Agreement, the Shareholder agrees to deliver to Medscape a proxy
substantially in the form attached hereto as Exhibit A, which proxy
shall be irrevocable to the fullest extent permitted by law (except
that such proxy shall be deemed automatically revoked upon a
termination of this Agreement in accordance with Section 12.4), with
the total number of the Shareholder's Shares and any New Shares
correctly indicated thereon.
2.3 Waiver.
(a) The Shareholder hereby agrees not to
exercise any rights of appraisal and any dissenters' rights
that the Shareholder may have (whether under applicable law or
otherwise) or could potentially have or acquire in connection
with the Merger.
2
<PAGE> 3
(b) The Shareholder hereby waives any rights
of first refusal, rights of co-sale, registration rights,
preemptive rights, rights of redemption or repurchase, rights
to notice and similar rights of the Shareholder under any
agreement, arrangement or understanding applicable to the
Shares or New Shares, in each case only as the same may apply
to the execution and delivery of the Merger Agreement and the
consummation of the Merger and the other transactions
contemplated by the Merger Agreement. The Shareholder agrees
to take such actions, and execute and deliver such agreements
and documents, as may reasonably be requested by Medscape in
order to effect, confirm or evidence the foregoing waivers.
3. No Voting Trusts. After the date hereof, the Shareholder
agrees that the Shareholder will not, nor will the Shareholder permit any entity
under the Shareholder's control to, deposit any of the Shareholder's Shares in a
voting trust or subject any of the Shareholder's Shares to any arrangement with
respect to the voting of such Shares other than agreements entered into with
Medscape.
4. No Proxy Solicitations. The Shareholder agrees that the
Shareholder will not, nor will the Shareholder permit any entity under the
Shareholder's control to, (a) solicit proxies or become a "participant" in a
"solicitation" (as such terms are defined in Regulation 14A under the Exchange
Act) in opposition to or competition with the consummation of the Merger, (b)
subject to Section 10, directly or indirectly solicit, encourage, initiate or
otherwise facilitate any inquiries or the making of any proposal or offer with
respect to an Acquisition Transaction (as defined in the Merger Agreement) or
engage in any negotiation concerning, or provide any confidential information or
data to, or have any discussions with any person relating to, an Acquisition
Transaction proposal, (c) become a member of a "group" (as such term is used in
Section 13(d) of the Exchange Act) with respect to any voting securities of
MedicaLogic for the purpose of opposing or competing with the consummation of
the Merger, or (d) take any action which would prevent, burden or materially
delay the consummation of the transactions contemplated by this Agreement.
5. [Reserved]
6. Additional Purchases. During the period commencing on
February 21, 2000 and ending after the earlier of (a) the effective date of the
Merger or (b) the date this Agreement shall be terminated in accordance with its
terms, the Shareholder agrees that the Shareholder will not (i) purchase or
otherwise acquire, including without limitation by the exercise of options,
beneficial ownership of any shares of the capital stock of MedicaLogic after the
execution of this Agreement ("New Shares"), or (ii) voluntarily acquire the
right to vote or share in the voting of any shares of the capital stock of
MedicaLogic other than the Shares, unless the Shareholder agrees to deliver to
Medscape immediately after such purchase or acquisition a proxy substantially in
the form attached hereto as Exhibit A with respect to such New Shares,
3
<PAGE> 4
which proxy shall be irrevocable to the fullest extent permitted by law (except
that such proxy shall be deemed automatically revoked upon a termination of this
Agreement in accordance with Section 12.4). The Shareholder also agrees that any
New Shares acquired or purchased by him shall be subject to the terms of this
Agreement to the same extent as if they constituted Shares.
7. Specific Performance. Each party hereto severally
acknowledges that it will be impossible to measure in money the damage to the
other party if a party hereto fails to comply with any of the obligations
imposed by this Agreement, that every such obligation is material and that, in
the event of any such failure, the other party will not have an adequate remedy
at law or damages. Accordingly, each party hereto severally agrees that
injunctive relief or other equitable remedy, in addition to remedies at law or
damages, is the appropriate remedy for any such failure and will not oppose the
granting of such relief on the basis that the other party has an adequate remedy
at law. Each party hereto severally agrees that it will not seek, and agrees to
waive any requirement for, the securing or posting of a bond in connection with
any other party's seeking or obtaining such equitable relief.
8. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns and shall not be assignable without the written consent
of all other parties hereto.
9. Entire Agreement. This Agreement contains the entire
agreement between the parties hereto with respect to the subject matter hereof,
and this Agreement supersedes all prior agreements, written or oral, between the
parties hereto with respect to the subject matter hereof. This Agreement may not
be amended, supplemented or modified, and no provisions hereof may be modified
or waived, except by an instrument in writing signed by all the parties hereto.
No waiver of any provisions hereof by any party shall be deemed a waiver of any
other provisions hereof by any such party, nor shall any such waiver be deemed a
continuing waiver of any provision hereof by such party.
10. Shareholder Capacity. The execution of this Agreement by
Shareholder shall be solely in the Shareholder's capacity as the beneficial
owner of the Shares held by Shareholder, and Shareholder makes no agreement or
understanding herein in the Shareholder's capacity, if any, as a director or
officer of MedicaLogic.
11. Spousal Interests in Shares. To the extent that any of
Shareholder's Shares constitute the community property of Shareholder and the
Shareholder's spouse, if applicable, Shareholder shall obtain the spouse's
acknowledgment of and consent to the existence and binding effect of this
Agreement, by executing a spousal consent in the form attached hereto as Exhibit
B, and incorporated into this Agreement by reference.
4
<PAGE> 5
12. Miscellaneous.
12.1 This Agreement shall be deemed a contract made
under, and for all purposes shall be construed in accordance with, the
laws of the State of Oregon.
12.2 If any provision of this Agreement or the
application of such provision to any person or circumstances shall be
held invalid by a court of competent jurisdiction, the remainder of the
provision held invalid and the application of such provision to persons
or circumstances, other than the party as to which it is held invalid,
shall not be affected.
12.3 This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all
of which together shall constitute one and the same instrument.
12.4 This Agreement shall terminate upon the earliest
to occur of (i) the consummation of the Merger or (ii) termination of
the Merger Agreement (the "Expiration Date").
12.5 All Section headings herein are for convenience
of reference only and are not part of this Agreement, and no
construction or reference shall be derived therefrom.
12.6 The obligations of the Shareholder set forth in
this Agreement shall not be effective or binding upon him until after
such time as the Merger Agreement is executed and delivered by
MedicaLogic, Medscape and Merger Corp. The parties agree that there is
not and has not been any other agreement, arrangement or understanding
between the parties hereto with respect to the matters set forth
herein.
5
<PAGE> 6
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first written above.
MEDSCAPE, INC.:
By: /s/ Paul T. Sheils
--------------------------------
Name: Paul T. Sheils
Title: CEO
SHAREHOLDER:
By: /s/ David C. Moffenbeier
________________________________
Name: David C. Moffenbeier
Title:
Address: _____________________
_____________________
_____________________
Telecopy: _____________________
Number of Shares of Common Stock
owned by the Shareholder as of the
date of this Agreement:
398,952
6
<PAGE> 7
EXHIBIT A
FORM OF PROXY
In connection with the Shareholder Voting Agreement (the
"Voting Agreement"), dated as of February 21, 2000, among the undersigned and
Medscape, Inc., a Delaware corporation ("Medscape"), the undersigned, for
consideration received, hereby appoints Paul T. Sheils, President and Chief
Executive Officer of Medscape, the Shareholder's proxy, with power of
substitution, to vote all shares of capital stock of MedicaLogic Inc.
("MedicaLogic") owned by the undersigned at any time until the Expiration Date
(as defined in the Voting Agreement), FOR the (a) approval of the issuance of
MedicaLogic Common Stock (as defined in the Merger Agreement, dated as of
February 21, 2000, among Medscape, MedicaLogic and a wholly owned Delaware
subsidiary of MedicaLogic (the "Merger Agreement")) and (b) approval of any
action required in furtherance thereof, and AGAINST any action or agreement that
would result in a breach of any representation, warranty, covenant or obligation
of MedicaLogic in the Merger Agreement or that would preclude fulfillment of a
condition under the Merger Agreement to MedicaLogic's obligation to consummate
the Merger.
Dated: February 21, 2000
SHAREHOLDER:
By: /s/ David C. Moffenbeier
--------------------------------
Name: David C. Moffenbeier
Title:
7
<PAGE> 8
EXHIBIT B
FORM OF SPOUSAL CONSENT
I, the spouse of ___________________, have read and hereby
approve the foregoing Agreement. I hereby agree to be irrevocably bound by the
Agreement and further agree that any community interest shall be similarly bound
by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect
to any amendment or exercise of any rights under the Agreement.
Dated: _________, 2000 _____________________
8
<PAGE> 1
SHAREHOLDER VOTING AGREEMENT EXHIBIT 7.8
This Shareholder Voting Agreement (the "Agreement") is entered
into as of February 21, 2000, between the undersigned Richard L. Samco, a
shareholder (the "Shareholder") of MedicaLogic Inc., an Oregon corporation
("MedicaLogic"), and Medscape, Inc., a Delaware corporation ("Medscape").
A. Contemporaneously with the execution and delivery of this
Agreement, Medscape, MedicaLogic and a wholly owned Delaware subsidiary of
MedicaLogic ("Merger Corp."), are entering into an Agreement of Reorganization
and Merger, dated as of the date hereof (the "Merger Agreement"), pursuant to
which Merger Corp. will merge with and into Medscape (the "Merger"), upon the
terms and conditions set forth therein. Capitalized terms used in this Agreement
but not otherwise defined shall have the meaning ascribed to them in the Merger
Agreement.
B. The Shareholder desires that the Merger occur and that
Medscape and Merger Corp. combine, as set forth in the Merger Agreement.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the
receipt, sufficiency and adequacy of which are hereby acknowledged, the parties
hereto agree as follows:
1. Representations of Shareholder.
1.1 The Shareholder represents that the Shareholder
is the holder of the number of shares of the capital stock of
MedicaLogic set forth on the signature page to this Agreement
("Shares") free and clear of all Liens.
1.2 The Shareholder represents that the Shareholder
does not beneficially or of record own (as such term is defined in the
Exchange Act) (a) any shares of the capital stock of MedicaLogic or (b)
any rights to acquire any shares of the capital stock of MedicaLogic,
other than the Shareholder's Shares, but excluding any shares of the
capital stock of MedicaLogic which the Shareholder has the right to
obtain upon the exercise of stock options outstanding on the date
hereof.
1.3 The Shareholder represents that the Shareholder
has full power and authority to make, enter into and carry out the
terms of this Agreement. This Agreement has been duly executed and
delivered by the Shareholder and constitutes a legal, valid and binding
obligation of the Shareholder, enforceable against the Shareholder in
accordance with its terms,
<PAGE> 2
subject to laws of general application relating to bankruptcy,
insolvency and the relief of debtors and rules of law governing
specific performance, injunctive relief and other equitable remedies.
1.4 The Shareholder represents that the execution and
delivery of this Agreement by the Shareholder do not, and the
performance of this Agreement by the Shareholder will not: (a) conflict
with or violate any order applicable to the Shareholder or by which the
Shareholder or any of the Shareholder's properties or Shares is bound
or affected; or (b) result in any breach of or constitute a default
(with notice or lapse of time, or both) under, or give to others any
rights of termination, amendment, acceleration or cancellation of, or
result in the creation of any lien, restriction, adverse claim,
encumbrance or security interest in or to any of the Shares pursuant to
any written, oral or other agreement, contract or legally binding
commitment to which the Shareholder is a party or by which the
Shareholder or any of the Shareholder's properties (including but not
limited to the Shares) is bound or affected.
2. Agreement to Vote Shares; Proxy; Waiver.
2.1 Voting. The Shareholder agrees that at any
meeting of the shareholders of MedicaLogic, however called, and in any
action taken by written consent of shareholders of MedicaLogic without
a meeting, the Shareholder shall vote the Shareholder's Shares and any
New Shares (as defined in Section 6 hereof), and shall cause any holder
of record of the Shareholder's Shares or New Shares to vote (a) to
approve the issuance of MedicaLogic Common Stock in the Merger, (b) to
approve any action required in furtherance thereof and (c) against any
action or agreement that would result in a breach of any
representation, warranty, covenant or obligation of MedicaLogic in the
Merger Agreement or that would preclude fulfillment of a condition
under the Merger Agreement to MedicaLogic's obligation to consummate
the Merger.
2.2 Proxy. Contemporaneously with the execution of
this Agreement, the Shareholder agrees to deliver to Medscape a proxy
substantially in the form attached hereto as Exhibit A, which proxy
shall be irrevocable to the fullest extent permitted by law (except
that such proxy shall be deemed automatically revoked upon a
termination of this Agreement in accordance with Section 12.4), with
the total number of the Shareholder's Shares and any New Shares
correctly indicated thereon.
2.3 Waiver.
(a) The Shareholder hereby agrees not to
exercise any rights of appraisal and any dissenters' rights
that the Shareholder may have (whether under applicable law or
otherwise) or could potentially have or acquire in connection
with the Merger.
2
<PAGE> 3
(b) The Shareholder hereby waives any rights
of first refusal, rights of co-sale, registration rights,
preemptive rights, rights of redemption or repurchase, rights
to notice and similar rights of the Shareholder under any
agreement, arrangement or understanding applicable to the
Shares or New Shares, in each case only as the same may apply
to the execution and delivery of the Merger Agreement and the
consummation of the Merger and the other transactions
contemplated by the Merger Agreement. The Shareholder agrees
to take such actions, and execute and deliver such agreements
and documents, as may reasonably be requested by Medscape in
order to effect, confirm or evidence the foregoing waivers.
3. No Voting Trusts. After the date hereof, the Shareholder
agrees that the Shareholder will not, nor will the Shareholder permit any entity
under the Shareholder's control to, deposit any of the Shareholder's Shares in a
voting trust or subject any of the Shareholder's Shares to any arrangement with
respect to the voting of such Shares other than agreements entered into with
Medscape.
4. No Proxy Solicitations. The Shareholder agrees that the
Shareholder will not, nor will the Shareholder permit any entity under the
Shareholder's control to, (a) solicit proxies or become a "participant" in a
"solicitation" (as such terms are defined in Regulation 14A under the Exchange
Act) in opposition to or competition with the consummation of the Merger, (b)
subject to Section 10, directly or indirectly solicit, encourage, initiate or
otherwise facilitate any inquiries or the making of any proposal or offer with
respect to an Acquisition Transaction (as defined in the Merger Agreement) or
engage in any negotiation concerning, or provide any confidential information or
data to, or have any discussions with any person relating to, an Acquisition
Transaction proposal, (c) become a member of a "group" (as such term is used in
Section 13(d) of the Exchange Act) with respect to any voting securities of
MedicaLogic for the purpose of opposing or competing with the consummation of
the Merger, or (d) take any action which would prevent, burden or materially
delay the consummation of the transactions contemplated by this Agreement.
5. [Reserved]
6. Additional Purchases. During the period commencing on
February 21, 2000 and ending after the earlier of (a) the effective date of the
Merger or (b) the date this Agreement shall be terminated in accordance with its
terms, the Shareholder agrees that the Shareholder will not (i) purchase or
otherwise acquire, including without limitation by the exercise of options,
beneficial ownership of any shares of the capital stock of MedicaLogic after the
execution of this Agreement ("New Shares"), or (ii) voluntarily acquire the
right to vote or share in the voting of any shares of the capital stock of
MedicaLogic other than the Shares, unless the Shareholder agrees to deliver to
Medscape immediately after such purchase or acquisition a proxy substantially in
the form attached hereto as Exhibit A with respect to such New Shares,
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which proxy shall be irrevocable to the fullest extent permitted by law (except
that such proxy shall be deemed automatically revoked upon a termination of this
Agreement in accordance with Section 12.4). The Shareholder also agrees that any
New Shares acquired or purchased by him shall be subject to the terms of this
Agreement to the same extent as if they constituted Shares.
7. Specific Performance. Each party hereto severally
acknowledges that it will be impossible to measure in money the damage to the
other party if a party hereto fails to comply with any of the obligations
imposed by this Agreement, that every such obligation is material and that, in
the event of any such failure, the other party will not have an adequate remedy
at law or damages. Accordingly, each party hereto severally agrees that
injunctive relief or other equitable remedy, in addition to remedies at law or
damages, is the appropriate remedy for any such failure and will not oppose the
granting of such relief on the basis that the other party has an adequate remedy
at law. Each party hereto severally agrees that it will not seek, and agrees to
waive any requirement for, the securing or posting of a bond in connection with
any other party's seeking or obtaining such equitable relief.
8. Successors and Assigns. This Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns and shall not be assignable without the written consent
of all other parties hereto.
9. Entire Agreement. This Agreement contains the entire
agreement between the parties hereto with respect to the subject matter hereof,
and this Agreement supersedes all prior agreements, written or oral, between the
parties hereto with respect to the subject matter hereof. This Agreement may not
be amended, supplemented or modified, and no provisions hereof may be modified
or waived, except by an instrument in writing signed by all the parties hereto.
No waiver of any provisions hereof by any party shall be deemed a waiver of any
other provisions hereof by any such party, nor shall any such waiver be deemed a
continuing waiver of any provision hereof by such party.
10. Shareholder Capacity. The execution of this Agreement by
Shareholder shall be solely in the Shareholder's capacity as the beneficial
owner of the Shares held by Shareholder, and Shareholder makes no agreement or
understanding herein in the Shareholder's capacity, if any, as a director or
officer of MedicaLogic.
11. Spousal Interests in Shares. To the extent that any of
Shareholder's Shares constitute the community property of Shareholder and the
Shareholder's spouse, if applicable, Shareholder shall obtain the spouse's
acknowledgment of and consent to the existence and binding effect of this
Agreement, by executing a spousal consent in the form attached hereto as Exhibit
B, and incorporated into this Agreement by reference.
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12. Miscellaneous.
12.1 This Agreement shall be deemed a contract made
under, and for all purposes shall be construed in accordance with, the
laws of the State of Oregon.
12.2 If any provision of this Agreement or the
application of such provision to any person or circumstances shall be
held invalid by a court of competent jurisdiction, the remainder of the
provision held invalid and the application of such provision to persons
or circumstances, other than the party as to which it is held invalid,
shall not be affected.
12.3 This Agreement may be executed in one or more
counterparts, each of which shall be deemed to be an original but all
of which together shall constitute one and the same instrument.
12.4 This Agreement shall terminate upon the earliest
to occur of (i) the consummation of the Merger or (ii) termination of
the Merger Agreement (the "Expiration Date").
12.5 All Section headings herein are for convenience
of reference only and are not part of this Agreement, and no
construction or reference shall be derived therefrom.
12.6 The obligations of the Shareholder set forth in
this Agreement shall not be effective or binding upon him until after
such time as the Merger Agreement is executed and delivered by
MedicaLogic, Medscape and Merger Corp. The parties agree that there is
not and has not been any other agreement, arrangement or understanding
between the parties hereto with respect to the matters set forth
herein.
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IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first written above.
MEDSCAPE, INC.:
By: /s/ Paul T. Sheils
--------------------------------
Name: Paul T. Sheils
Title: CEO
SHAREHOLDER:
By: /s/ Richard L Samco
--------------------------------
Name: Richard L. Samco
Title: VP, Technology
Address: 5822 SW Sheridan Court
Portland, OR 97221
Telecopy: (503) 297-6836
Number of Shares of Common Stock
owned by the Shareholder as of the
date of this Agreement:
958,199
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EXHIBIT A
FORM OF PROXY
In connection with the Shareholder Voting Agreement (the
"Voting Agreement"), dated as of February 21, 2000, among the undersigned and
Medscape, Inc., a Delaware corporation ("Medscape"), the undersigned, for
consideration received, hereby appoints Paul T. Sheils, President and Chief
Executive Officer of Medscape, the Shareholder's proxy, with power of
substitution, to vote all shares of capital stock of MedicaLogic Inc.
("MedicaLogic") owned by the undersigned at any time until the Expiration Date
(as defined in the Voting Agreement), FOR the (a) approval of the issuance of
MedicaLogic Common Stock (as defined in the Merger Agreement, dated as of
February 21, 2000, among Medscape, MedicaLogic and a wholly owned Delaware
subsidiary of MedicaLogic (the "Merger Agreement")) and (b) approval of any
action required in furtherance thereof, and AGAINST any action or agreement that
would result in a breach of any representation, warranty, covenant or obligation
of MedicaLogic in the Merger Agreement or that would preclude fulfillment of a
condition under the Merger Agreement to MedicaLogic's obligation to consummate
the Merger.
Dated: February 21, 2000
SHAREHOLDER:
By: /s/ Richard L Samco
-----------------------------
Name: Richard L. Samco
Title: VP, Technology
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EXHIBIT B
FORM OF SPOUSAL CONSENT
I, the spouse of ___________________, have read and hereby
approve the foregoing Agreement. I hereby agree to be irrevocably bound by the
Agreement and further agree that any community interest shall be similarly bound
by the Agreement. I hereby appoint my spouse as my attorney-in-fact with respect
to any amendment or exercise of any rights under the Agreement.
Dated: _________, 2000 _____________________
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