Common use of LEAVITT Clause in Contracts

LEAVITT. Name: Mark K. Leavitt, MD Title: CEO SHXXXXXXXXX: PATRICOF PRIVATE INVESTMENT CLUB, L.P. By: ALAN PATRICOF ---------------------------------------- Name: Alan Patricof Title: Address: Patricof & Co. Ventures, Inc. c/o Alan J. Patricof 445 Park Xxxxxx New York, XX 00000 Xxxxxx xx Xxxxxx xx Xxxxxx Xxxxx owned by the Shareholder as of the date of this Agreement: EXHIBIT A FORM OF PROXY In connection with the Shareholder Voting Agreement (the "Voting Agreement"), dated as of February 21, 2000, between the undersigned and MedicaLogic Inc., an Oregon corporation ("MedicaLogic"), the undersigned, for consideration received, hereby appoints Mark K. Leavitt, Chief Executive Officer of MedicaLogic, the Shareholder'x xxxxx, xxxx xower of substitution, to vote all shares of capital stock of Medscape, Inc. ("Medscape") owned by the undersigned at any time until the Expiration Date (as defined in the Voting Agreement), FOR (a) approval and adoption of the Merger Agreement, dated as of February 21, 2000 (the "Merger Agreement"), between Medscape, MedicaLogic and a wholly owned Delaware subsidiary of MedicaLogic 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 Medscape in the Merger Agreement or that would preclude fulfillment of a condition under the Merger Agreement to Medscape's obligation to consummate the Merger. This proxy is coupled with an interest and is irrevocable until the Expiration Date (as defined in the Voting Agreement). Dated: February 21, 2000 SHAREHOLDER: PATRICOF PRIVATE INVESTMENT CLUB, L.P. By: ALAN PATRICOF ---------------------------------------- Name: Alan Patricof Title: 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.

LEAVITT. Name: Mark K. Leavitt, MD Title: CEO SHXXXXXXXXX: PATRICOF PRIVATE INVESTMENT CLUBCOUTTS & CO. CAYMAN LTD. c/o APA EXCEXXXXX IV/OFFSHORE, L.P. By: ALAN PATRICOF ---------------------------------------- Name: Alan Patricof Title: Address: Patricof & Co. Ventures, Inc. c/o Alan J. Patricof 445 Park Xxxxxx Axxxxx New York, XX NX 00000 Xxxxxx xx Xxxxxx xx Xxxxxx Xxxxx owned by the Shareholder as of the date of this Agreement: 117,502.5 EXHIBIT A FORM OF PROXY In connection with the Shareholder Voting Agreement (the "Voting Agreement"), dated as of February 21, 2000, between the undersigned and MedicaLogic Inc., an Oregon corporation ("MedicaLogic"), the undersigned, for consideration received, hereby appoints Mark K. Leavitt, Chief Executive Officer of MedicaLogic, the Shareholder'x xxxxx, xxxx xower of substitution, to vote all shares of capital stock of Medscape, Inc. ("Medscape") owned by the undersigned at any time until the Expiration Date (as defined in the Voting Agreement), FOR (a) approval and adoption of the Merger Agreement, dated as of February 21, 2000 (the "Merger Agreement"), between Medscape, MedicaLogic and a wholly owned Delaware subsidiary of MedicaLogic 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 Medscape in the Merger Agreement or that would preclude fulfillment of a condition under the Merger Agreement to Medscape's obligation to consummate the Merger. This proxy is coupled with an interest and is irrevocable until the Expiration Date (as defined in the Voting Agreement). Dated: February 21, 2000 SHAREHOLDER: PATRICOF PRIVATE INVESTMENT CLUBCOUTTS & CO. CAYMAN LTD. c/o APA EXCEXXXXX IV/OFFSHORE, L.P. By: ALAN PATRICOF ---------------------------------------- Name: Alan Patricof Title: 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.

LEAVITT. Name: Mark K. Leavitt, MD Title: CEO SHXXXXXXXXXXXXXXXXXXXX: PATRICOF PRIVATE INVESTMENT CLUB, L.P. CBS CORPORATION By: ALAN PATRICOF ---------------------------------------- Name: Alan Patricof Title: Address: Patricof & Co. Ventures, Inc. c/o Alan J. Patricof 445 Park Xxxxxx FREDRIC G. REYNOLDS -------------------------------------- Fredric G. Reynolds Executive Vxxx Xxxxxxxxx xxx Chief Financial Officer CBS Corporation 51 West 52nd Street New York, XX NX 00000 Xxxxxx xx Xxxxxx xx Xxxxxx Xxxxxxxxx: Xxxxx Xxxxxxxxx Xxficer General Counsel Telecopy: ----------------------------- Number of Shares of Common Stock owned by the Shareholder as of the date of this Agreement: 14,538,368 EXHIBIT A FORM OF PROXY In connection with the Shareholder Voting Agreement (the "Voting Agreement"), dated as of February 21, 2000, between the undersigned and MedicaLogic Inc., an Oregon corporation ("MedicaLogic"), the undersigned, for consideration received, hereby appoints Mark K. Leavitt, Leavitt in his capacity as Chief Executive Officer of MedicaLogic, the Shareholder'x xxxxxxxx Xxxxxxxxxer's proxy, xxxx xower with power of substitutionsubstitution to any successor Chief Executive Officer of MedicaLogic, to vote all shares of capital stock of Medscape, Inc. ("Medscape") owned by the undersigned at any time until the Expiration Date (as defined in the Voting Agreement), FOR (a) approval and adoption of the Merger Agreement, dated as of February 21, 2000 (the "Merger Agreement"), between Medscape, MedicaLogic and a wholly owned Delaware subsidiary of MedicaLogic 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 Medscape Acquisition Transaction (as defined in the Merger Agreement or that would preclude fulfillment of a condition under the Merger Agreement to Medscape's obligation to consummate the MergerVoting Agreement). This proxy is coupled with an interest and is irrevocable until the Expiration Date (as defined in the Voting Agreement). Dated: February 21, 2000 SHAREHOLDER: PATRICOF PRIVATE INVESTMENT CLUB, L.P. CBS CORPORATION By: ALAN PATRICOF ---------------------------------------- Name: Alan Patricof Title: FREDRIC G. REYNOLDS ----------------------------------------- Fredric G. Reynolds Executive Vice Xxxxxxxxx xxx Chief Financial Officer 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.

LEAVITT. Name: Mark K. Leavitt, MD Title: CEO SHXXXXXXXXX: PATRICOF PRIVATE INVESTMENT CLUBAPA EXCELSIOR IV, L.P. By: ALAN PATRICOF ---------------------------------------- ----------------------------------------- Name: Alan Patricof Title: Address: Patricof & Co. Ventures, Inc. c/o Alan J. Patricof 445 Park Xxxxxx Axxxxx New York, XX NX 00000 Xxxxxx xx Xxxxxx xx Xxxxxx Xxxxx owned by the Shareholder as of the date of this Agreement: EXHIBIT A FORM OF PROXY In connection with the Shareholder Voting Agreement (the "Voting Agreement"), dated as of February 21, 2000, between the undersigned and MedicaLogic Inc., an Oregon corporation ("MedicaLogic"), the undersigned, for consideration received, hereby appoints Mark K. Leavitt, Chief Executive Officer of MedicaLogic, the Shareholder'x xxxxx, xxxx xower of substitution, to vote all shares of capital stock of Medscape, Inc. ("Medscape") owned by the undersigned at any time until the Expiration Date (as defined in the Voting Agreement), FOR (a) approval and adoption of the Merger Agreement, dated as of February 21, 2000 (the "Merger Agreement"), between Medscape, MedicaLogic and a wholly owned Delaware subsidiary of MedicaLogic 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 Medscape in the Merger Agreement or that would preclude fulfillment of a condition under the Merger Agreement to Medscape's obligation to consummate the Merger. This proxy is coupled with an interest and is irrevocable until the Expiration Date (as defined in the Voting Agreement). Dated: February 21, 2000 SHAREHOLDER: PATRICOF PRIVATE INVESTMENT CLUBAPA EXCELSIOR IV, L.P. By: ALAN PATRICOF ---------------------------------------- ----------------------------------------- Name: Alan Patricof Title: 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.

LEAVITT. Name: Mark K. Leavitt, MD Title: CEO SHXXXXXXXXX: PATRICOF PRIVATE INVESTMENT CLUB& CO. VENTURES, L.P. INC. By: ALAN PATRICOF ---------------------------------------- Name: Alan Patricof Title: Address: Patricof & Co. Ventures, Inc. c/o Alan J. Patricof 445 Park Xxxxxx Avxxxx New York, XX NY 00000 Xxxxxx xx Xxxxxx xx Xxxxxx Xxxxx owned by the Shareholder as of the date of this Agreement: EXHIBIT A FORM OF PROXY In connection with the Shareholder Voting Agreement (the "Voting Agreement"), dated as of February 21, 2000, between the undersigned and MedicaLogic Inc., an Oregon corporation ("MedicaLogic"), the undersigned, for consideration received, hereby appoints Mark K. Leavitt, Chief Executive Officer of MedicaLogic, the Shareholder'x xxxxx, xxxx xower of substitution, to vote all shares of capital stock of Medscape, Inc. ("Medscape") owned by the undersigned at any time until the Expiration Date (as defined in the Voting Agreement), FOR (a) approval and adoption of the Merger Agreement, dated as of February 21, 2000 (the "Merger Agreement"), between Medscape, MedicaLogic and a wholly owned Delaware subsidiary of MedicaLogic 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 Medscape in the Merger Agreement or that would preclude fulfillment of a condition under the Merger Agreement to Medscape's obligation to consummate the Merger. This proxy is coupled with an interest and is irrevocable until the Expiration Date (as defined in the Voting Agreement). Dated: February 21, 2000 SHAREHOLDER: PATRICOF PRIVATE INVESTMENT CLUB& CO. VENTURES, L.P. INC. By: ALAN PATRICOF ---------------------------------------- Name: Alan Patricof Title: 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.

LEAVITT. Name: Mark K. Leavitt, MD Title: CEO SHXXXXXXXXXXXXXXXXXXXX: PATRICOF PRIVATE INVESTMENT CLUB, L.P. APA EXCELSIOR FUND By: ALAN PATRICOF ---------------------------------------- ------------------------------------- Name: Alan Patricof Title: Address: Patricof & Co. Ventures, Inc. c/o Alan J. Patricof 445 Park Parx Xxxxxx New York, XX 00000 Xxxxxx xx Xxxxxx xx Xxxxxx Xxxxx Xxxxk owned by the Shareholder as of the date of this Agreement: 2,632,000 EXHIBIT A FORM OF PROXY In connection with the Shareholder Voting Agreement (the "Voting Agreement"), dated as of February 21, 2000, between the undersigned and MedicaLogic Inc., an Oregon corporation ("MedicaLogic"), the undersigned, for consideration received, hereby appoints Mark K. Leavitt, Chief Executive Officer of MedicaLogic, the Shareholder'x xxxxx, xxxx xower of substitution, to vote all shares of capital stock of Medscape, Inc. ("Medscape") owned by the undersigned at any time until the Expiration Date (as defined in the Voting Agreement), FOR (a) approval and adoption of the Merger Agreement, dated as of February 21, 2000 (the "Merger Agreement"), between Medscape, MedicaLogic and a wholly owned Delaware subsidiary of MedicaLogic 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 Medscape in the Merger Agreement or that would preclude fulfillment of a condition under the Merger Agreement to Medscape's obligation to consummate the Merger. This proxy is coupled with an interest and is irrevocable until the Expiration Date (as defined in the Voting Agreement). Dated: February 21, 2000 SHAREHOLDER: PATRICOF PRIVATE INVESTMENT CLUB, L.P. APA EXCELSIOR FUND By: ALAN PATRICOF ---------------------------------------- Name: Alan Patricof Title: 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.