iii) Certificates representing the Shares to be purchased at the Closing duly executed on behalf of Seller and registered in the name of Purchaser for the number of shares set forth in Section 1.1 above; (iv) A counterpart copy of the Amended and...Stock Purchase Agreement • July 26th, 1999 • Medscape Inc • Services-business services, nec • New York
2- 3 designated) of the Corporation, authorized on or after the date hereof, the holders of which shall have the right, without limitation as to amount, either to all or to a share of the balance of current dividends and liquidating distributions...Stockholders Agreement • September 7th, 1999 • Medscape Inc • Services-business services, nec • Delaware
BILL OF SALEMedscape Inc • May 4th, 1999
SECOND AMENDMENT TO THE AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT DATED AUGUST 4, 1999 AND CONSENT TO CONVERSION OF PREFERRED STOCKMedscape Inc • September 9th, 1999 • Services-business services, nec • New York
WARRANT TO PURCHASE COMMON STOCK OF MEDSCAPE, INC.Medscape Inc • March 13th, 2000 • Services-business services, nec • New York
1 Exhibit 10.17 Medscape, Inc. Nonqualified Stock Option Agreement THIS AGREEMENT, made as of the 23rd day of May, 1996, by and between Medscape, Inc., a New York corporation (the "Company"), and _______ (the "Optionee"). WITNESSETH, THAT: WHEREAS,...Nonqualified Stock Option Agreement • May 4th, 1999 • Medscape Inc • New York
2 3 Stock, (b) any rights provided for in this Agreement, and (c) 8,250,000 shares of Class B Common Stock reserved under the Company's stock plans, of which 4,832,417.5 shares are subject to outstanding options, (i) no subscription, warrant, option,...Common Stock Purchase Agreement • July 8th, 1999 • Medscape Inc • Services-business services, nec • New York
2 3 shares of Common Stock or any securities convertible into or exercisable or exchangeable for Common Stock or (ii) enter into any swap or other arrangement that transfers all or a portion of the economic consequences associated with the ownership...Underwriting Agreement • July 8th, 1999 • Medscape Inc • Services-business services, nec • New York
d) Stock Option. On the Employment Date, Executive shall be granted an incentive stock option to purchase 300,000 shares of Class B Common Stock, par value $.01 per share pursuant to the Company's 1996 Stock Option Plan (the "Option Plan"). The stock...Employment Agreement • May 4th, 1999 • Medscape Inc • New York
1 Exhibit 10.22 MEDSCAPE, INC. SERIES D PREFERRED STOCK PURCHASE AGREEMENT March 5, 1999 2 TABLE OF CONTENTSPreferred Stock Purchase Agreement • May 4th, 1999 • Medscape Inc • Delaware
FIRST DATA BANK STANDARD LICENSE AGREEMENTLicense Agreement • July 26th, 1999 • Medscape Inc • Services-business services, nec • California
AGREEMENT AND PLAN OF MERGER by and among MEDLOG ACQUISITION INC., MEDSCAPE, INC., DIALOG MEDICAL, INC., MICHAEL J. BURKE, JAMES E. GOTTESMAN, M.D.Agreement and Plan of Merger • March 13th, 2000 • Medscape Inc • Services-business services, nec • New York
2 3 jurisdiction over the Company, its subsidiary or their respective property or (iv) result in the suspension, termination or revocation of any Authorization (as defined in the Underwriting Agreement) of the Company or its subsidiary or any other...Subscription Agreement • September 7th, 1999 • Medscape Inc • Services-business services, nec • New York
SUPPLEMENTAL AGREEMENT TO AMENDMENT TO STOCK PURCHASE AGREEMENT AND FIRST AMENDMENT TO, AND WAIVER OF CERTAIN TERMS OF, STOCKHOLDERS' AGREEMENT THIS SUPPLEMENTAL AGREEMENT (this "Supplemental Agreement") is entered into on this 9th day of March, 1998...Supplemental Agreement • May 4th, 1999 • Medscape Inc • New York
1 Exhibit 2.3 FINANCING AGREEMENT (the "Agreement") dated as of April 1, 1996 between SCP COMMUNICATIONS, INC., a Delaware corporation ("SCP") and MEDSCAPE, INC. ("Medscape"). For good and valuable consideration, the receipt and legal sufficiency of...Financing Agreement • May 4th, 1999 • Medscape Inc
betweenPurchase Agreement • May 4th, 1999 • Medscape Inc • New York
2 3 (a) NON-COMPETE. You agree that your services hereunder are of a special, unique, extraordinary and intellectual character, and your position with the Company places you in a position of confidence and trust with the customers and employees of the...Medscape Inc • May 4th, 1999 • New York
1 Exhibit 10.29 LICENSE AND WEB SITE DEVELOPMENT AGREEMENTDevelopment Agreement • July 8th, 1999 • Medscape Inc • Services-business services, nec • New York
February 15, 1999 George D. Lundberg, M.D. 3750 North Lakeshore Drive Apartment 7A Chicago, IL 60613 EMPLOYMENT AGREEMENT Dear George, I'm thrilled to extend to you an offer to join the senior execution team of Medscape, Inc. ("Medscape" or the...Medscape Inc • May 4th, 1999 • New York
AMENDMENT TO THE AMENDED AND RESTATED STOCKHOLDERS' AGREEMENT DATED MARCH 5, 1999Stockholders' Agreement • July 8th, 1999 • Medscape Inc • Services-business services, nec • New York
2- 3 which shall have the right, without limitation as to amount, either to all or to a share of the balance of current dividends and liquidating distributions after the payment of dividends and distributions on any shares entitled to preference under...Stockholders' Agreement • May 4th, 1999 • Medscape Inc • Delaware
FIRST AMENDMENT TO STOCK PURCHASE AGREEMENT DATED OCTOBER 31, 1997 THIS FIRST AMENDMENT (this "First Amendment") is entered into as of February 19, 1998, by and between Medscape, Inc. (the "Company") and each of the persons listed on Schedule A hereto...Stock Purchase Agreement • May 4th, 1999 • Medscape Inc • New York
1 EXHIBIT 10.33 JOINDER AGREEMENT The undersigned with the addresses as set forth on Schedule A hereby agree, effective as of the date of that certain Stockholders' Agreement (the "Agreement") by and between Medscape, Inc. (the "Company") and CBS...Joinder Agreement • July 8th, 1999 • Medscape Inc • Services-business services, nec
BY AND BETWEEN MEDSCAPE, INC. ANDStock Purchase Agreement • May 4th, 1999 • Medscape Inc • New York
RECITALSRegistration Rights Agreement • July 8th, 1999 • Medscape Inc • Services-business services, nec • New York
1 Exhibit 10.11 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of the 16th day of February, 1998 by and between MEDSCAPE, INC., a New York corporation (the "Company"), and PETER M. FRISHAUF ("Executive"). 1....Employment Agreement • May 4th, 1999 • Medscape Inc • New York
MEDSCAPE, INC.Medscape Inc • May 4th, 1999 • New York
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...Shareholder Voting Agreement • March 2nd, 2000 • Medscape Inc • Services-business services, nec • Oregon
ARTICLE I GENERALAssets Purchase Agreement • May 4th, 1999 • Medscape Inc • New York
iii) to fully cooperate with all reasonable requests for assistance; and (iv) to take such further steps and execute such further documents as may be reasonably necessary. (b) The parties will make diligent efforts through their respective key...Administrative Services • May 4th, 1999 • Medscape Inc
1 - 2 1.8 "Contract Year" shall mean the annual period beginning on the Effective Date, and each subsequent annual period during the Term beginning on the anniversary of the Effective Date (as such annual period may be suspended or extended, and those...Advertising and Promotion Agreement • July 8th, 1999 • Medscape Inc • Services-business services, nec • New York
CONFIDENTIAL INTERACTIVE SERVICES AGREEMENTConfidential Interactive Services Agreement • September 23rd, 1999 • Medscape Inc • Services-business services, nec • New York
1 Exhibit 10.28 PREFERRED SHARE PURCHASE AGREEMENT This Preferred Share Purchase Agreement ("Agreement") is made and entered into as of the _____ day of June, 1999, by and among SOFTWATCH LTD., an Israeli company (the "Seller" or the "Company"),...Preferred Share Purchase Agreement • July 8th, 1999 • Medscape Inc • Services-business services, nec
1 EXHIBIT 10.14 EMPLOYMENT AGREEMENT THIS AGREEMENT, made as of March 4, 1999, is by and between MEDSCAPE, INC., a New York corporation with offices at 134 West 29th Street, New York, New York 10001 ("Medscape"), and MEG WALSH, an individual with an...Employment Agreement • May 4th, 1999 • Medscape Inc • New York
Exhibit 10.8 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT (the "Agreement") is entered into as of the 30th day of September, 1998 by and between MEDSCAPE, INC., a New York corporation (the "Company"), and STEVEN R. KALIN ("Executive"). 1. Employment...Employment Agreement • May 4th, 1999 • Medscape Inc • New York
