-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SHk5xIbVjak6vOsfOj/iuMPNPM99pKVKjTMBAK2WiEI7yZ/AHQPSxdfWLb+cHds2 +8oVCWXTwTEcMJ0YCfrpEw== 0000950123-00-001889.txt : 20000307 0000950123-00-001889.hdr.sgml : 20000307 ACCESSION NUMBER: 0000950123-00-001889 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 9 FILED AS OF DATE: 20000302 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDICALOGIC INC CENTRAL INDEX KEY: 0000923899 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 930890696 STATE OF INCORPORATION: OR FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-57977 FILM NUMBER: 560133 BUSINESS ADDRESS: STREET 1: 20500 NW EVERGREEN PARKWAY STREET 2: STE 400 CITY: HILLSBORO STATE: OR ZIP: 97124 BUSINESS PHONE: 5036456442 MAIL ADDRESS: STREET 1: 20500 NW EVERGREEN PARKWAY CITY: HILLSBORO STATE: OR ZIP: 97124 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MEDSCAPE INC CENTRAL INDEX KEY: 0001014845 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 133879679 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 134 WEST 29TH STREET CITY: NEW YORK STATE: NY ZIP: 10001-5399 BUSINESS PHONE: 2127603100 MAIL ADDRESS: STREET 1: 134 WEST 29TH STREET CITY: NEW YORK STATE: NY ZIP: 10001-5399 SC 13D 1 SCHEDULE 13D 1 OMB APPROVAL ------------ OMB Number: 3235-0145 Expires: December 31, 1997 Estimated average burden hours per form ...... 14.90 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 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 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:
Name Position with Medscape ---- ---------------------- 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
* 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 4 Directors of Medscape:
Name Principal Occupation, Address of Employer and ---- --------------------------------------------- Business Address of Director ---------------------------- 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
*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 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 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 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 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). EX-99.7.1 2 SHAREHOLDER VOTING AGREEMENT 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 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 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 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 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 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 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 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 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 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 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 EX-99.7.2 3 SHAREHOLDER VOTING AGREEMENT 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, 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 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 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 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 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 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 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 EX-99.7.3 4 SHAREHOLDER VOTING AGREEMENT 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 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 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 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 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 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 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 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 EX-99.7.4 5 SHAREHOLDER VOTING AGREEMENT 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, 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 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 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 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 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 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 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 EX-99.7.5 6 SHAREHOLDER VOTING AGREEMENT 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, 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 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 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 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 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 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 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 EX-99.7.6 7 SHAREHOLDER VOTING AGREEMENT 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, 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 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 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 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 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 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 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 EX-99.7.7 8 SHAREHOLDER VOTING AGREEMENT 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, 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 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 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 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 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 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 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 EX-99.7.8 9 SHAREHOLDER VOTING AGREEMENT 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, 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 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 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 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 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/ 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 6 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/ Richard L Samco ----------------------------- Name: Richard L. Samco Title: VP, Technology 7 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 -----END PRIVACY-ENHANCED MESSAGE-----