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VOTING AGREEMENT
by
AVICENNA SYSTEMS CORP.
and
HEALTHEON/WEBMD CORPORATION
Dated as of February 13, 2000
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VOTING AGREEMENT
VOTING AGREEMENT, dated as of February 13, 2000 (this
"Agreement"), by Avicenna Systems Corporation (the "Stockholder"), a
Massachusetts corporation and a wholly owned subsidiary of Medical Manager
Corporation, to and for the benefit of Healtheon/WebMD Corporation, a Delaware
corporation ("Parent").
WHEREAS, as of the date hereof, the Stockholder owns of record
and beneficially, is the beneficial owner, or has the power to vote or direct
the voting of 50,763,375 shares of common stock (the "Company Common Stock"),
par value $.01 per share, of CareInsite, Inc., a Delaware corporation (the
"Company") (such shares, together with any shares of Company Common Stock
acquired by the Stockholder prior to the termination of this Agreement, being
referred to herein as the "Shares");
WHEREAS, concurrently with the execution of this Agreement,
Parent, Stockholder and the Company are entering into an Agreement and Plan of
Merger, dated the date hereof and which may be amended from time to time (as so
amended, the "Merger Agreement"; capitalized terms used and not otherwise
defined herein shall have the respective meanings assigned to them in the Merger
Agreement); and
WHEREAS, as a condition to the willingness of Parent and the
Company to enter into the Merger Agreement, Parent has requested the Stockholder
to agree, and in order to induce Parent to enter into the Merger Agreement, the
Stockholder is willing to agree, to vote in favor of adopting the Merger
Agreement and approving the Merger, upon the terms and subject to the conditions
set forth herein.
NOW, THEREFORE, in consideration of the foregoing and the
mutual covenants and agreements contained herein, and intending to be legally
bound hereby, the parties hereby agree as follows:
Section 1. Voting of Shares. Until the termination of this
Agreement in accordance with the terms hereof, the Stockholder hereby agrees
that, at the Company Stockholders' Meeting or any other meeting of the
stockholders of the Company, however called, and in any action by written
consent of the stockholders of the Company, such Stockholder will vote all of
its Shares (a) in favor of the approval and adoption of the Merger Agreement and
the Merger and the other transactions contemplated by the Merger Agreement, (b)
against any Company Acquisition Proposal or any other action or agreement that
would result in a breach of any covenant, representation or warranty or any
other obligation or agreement of the Company under the Merger Agreement or which
would result in any of the
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conditions to the Merger Agreement not being fulfilled, and (c) in favor of any
other matter necessary to the consummation of the transactions contemplated by
the Merger Agreement and considered and voted upon by the stockholders of the
Company.
Section 2. Proxy. The Stockholder, by this Agreement, does
hereby constitute and appoint Parent, or any nominee of Parent, with full power
of substitution, as the Stockholder's irrevocable proxy and attorney-in-fact to
vote its Shares. The Stockholder intends this proxy to be irrevocable and
coupled with an interest and will take such further action and execute such
other instruments as may be necessary to effectuate the intent of this proxy and
hereby revokes any proxy previously granted by him with respect to its Shares.
Section 3. Transfer of Shares. The Stockholder represents and
warrants that it has no present intention of taking action to, prior to the
termination of this Agreement in accordance with the terms hereof, and shall
not, directly or indirectly, (a) sell, assign, transfer (including by operation
of Law), pledge, encumber or otherwise dispose of any of its Shares, (b) deposit
any of its Shares into a voting trust or enter into a voting agreement or
arrangement with respect to its Shares or grant any proxy or power of attorney
with respect thereto which is inconsistent with this Agreement, or (c) enter
into any contract, option or other arrangement or undertaking with respect to
the direct or indirect sale, assignment, transfer (including by operation of
Law) or other disposition of any Shares.
Section 4. Representations and Warranties of Stockholder. The
Stockholder hereby represents and warrants to Parent as follows:
(a) Such Stockholder has all legal capacity to execute and
deliver this Agreement and to consummate the transactions contemplated
hereby.
(b) Such Stockholder is the record or beneficial owner of its
Shares and such Shares are owned free and clear of any liens, claims,
charges, encumbrances or voting agreements and commitments of every
kind, other than this Agreement. Other than with respect to options to
purchase Company Common Stock granted under the Company's stock option
plans, agreements and arrangements, such Stockholder does not own or
hold any rights to acquire any additional Company Common Stock or other
securities of the Company or any interest therein or any voting rights
with respect to any additional Company Common Stock or any other
securities of the Company.
(c) This Agreement has been duly executed and delivered by
such Stockholder.
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(d) This Agreement constitutes the valid and binding agreement
of such Stockholder, enforceable against such Stockholder in accordance
with its terms except as such enforceability may be limited by
bankruptcy, insolvency or other similar requirements of Law affecting
the enforcement of creditor's rights generally and by general
principles of equity.
Section 5. Termination. This Agreement shall terminate upon
the earliest to occur of (i) the Effective Time (as defined in the Merger
Agreement) or (ii) the termination of the Merger Agreement in accordance with
the terms thereof; provided that the provisions of Sections 6 through 14
(inclusive) of this Agreement shall survive any termination of this Agreement;
and provided further that no such termination shall relieve any party of
liability for a willful breach hereof prior to termination.
Section 6. Specific Performance. The parties hereto agree that
irreparable damage would occur in the event any provision of this Agreement was
not performed in accordance with the terms hereof and that the parties shall be
entitled to specific performance of the terms hereof, in addition to any other
remedy at law or in equity.
Section 7. Notices. (a) All notices and other communications
given or made pursuant to this Agreement shall be in writing and shall be sent
by an overnight courier service that provides proof of receipt, mailed by
registered or certified mail (postage prepaid, return receipt requested) or
telecopied to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice):
if to Parent: Healtheon/WebMD Corporation
400 The Lenox Building
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Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇ ▇▇▇▇▇▇▇▇,
Executive Vice President, General Counsel
with a copy to: ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ & Scarborough, L.L.P.
Bank of America Corporate Center
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Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: H. ▇▇▇▇▇ ▇▇▇▇ III
C. ▇▇▇▇ ▇▇▇▇▇
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if to the Stockholder: Avicenna Systems Corporation
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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: General Counsel
with a copy to: Shearman & Sterling
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Telephone: (▇▇▇) ▇▇▇-▇▇▇▇
Facsimile: (▇▇▇) ▇▇▇-▇▇▇▇
Attention: ▇▇▇▇▇▇▇▇▇ O'▇. ▇▇▇▇▇▇, Esq.
(b) Notices of changes of address shall be effective only upon
receipt.
Section 8. Headings. The descriptive headings contained in
this Agreement are included for convenience of reference only and shall not
affect in any way the meaning or interpretation of this Agreement.
Section 9. Entire Agreement. This Agreement constitutes the
entire agreement and supersedes all prior agreements and understandings, both
written and oral, among the parties with respect to the subject matter hereof.
Section 10. Severability. If any term or other provision of
this Agreement is invalid, illegal or incapable of being enforced by any rule of
Law or public policy, all other conditions and provisions of this Agreement
shall nevertheless remain in full force and effect so long as the economic or
legal substance of the transactions contemplated by this Agreement is not
affected in any manner materially adverse to any party. Upon such determination
that any term or other provision is invalid, illegal or incapable of being
enforced, the parties hereto shall negotiate in good faith to modify this
Agreement so as to effect the original intent of the parties as closely as
possible in a mutually acceptable manner in order that the transactions
contemplated by this Agreement be consummated as originally contemplated to the
fullest extent possible.
Section 11. Assignment; Binding Effect; Benefit. (a) Neither
this Agreement nor any of the rights, interests or obligations hereunder shall
be assigned by any of the parties
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hereto (whether by operation of Law or otherwise) without the prior written
consent of the other parties.
(b) This Agreement shall be binding upon and inure solely to
the benefit of the parties hereto and their respective successors and permitted
assigns, and nothing in this Agreement, express or implied, is intended to or
shall confer upon any other Person any right, benefit or remedy of any nature
whatsoever under or by reason of this Agreement.
Section 12. Governing Law; Forum. (a) This Agreement shall be
governed by, and construed in accordance with, the Laws of the State of Delaware
applicable to contracts executed in and to be performed in that state.
(b) Each of the parties hereto irrevocably agrees that all
legal actions or proceedings with respect to this Agreement shall be brought and
determined in the courts of the State of Delaware or in the United States
District Court for the State of Delaware, and each of the parties hereto hereby
irrevocably submits with regard to any such action or proceeding for itself and
in respect to its property, generally and unconditionally, to the jurisdiction
of the aforesaid courts. Each of the parties hereto hereby irrevocably waives,
and agrees not to assert, by way of motion, as a defense, counterclaim or
otherwise, in any action or proceeding with respect to this Agreement, (i) any
claim that it is not personally subject to the jurisdiction of the above-named
courts for any reason other than the failure to serve process in accordance with
applicable Law, (ii) that it or its property is exempt or immune from
jurisdiction of any such court or from any legal process commenced in such
courts and (iii) to the fullest extent permitted by applicable Law, that (A) the
suit, action or proceeding in any such court is brought in an inconvenient
forum, (B) the venue of such suit, action or proceeding is improper and (C) this
Agreement, or the subject matter hereof, may not be enforced in or by such
courts.
Section 13. Counterparts. This Agreement may be executed and
delivered in one or more counterparts, and by the different parties hereto in
separate counterparts, each of which when executed and delivered shall be deemed
to be an original but all of which taken together shall constitute one and the
same agreement. Delivery of an executed counterpart of a signature page to this
Agreement by telecopier shall be effective as delivery of a manually executed
counterpart of this Agreement.
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Section 14. WAIVER OF JURY TRIAL. EACH OF PARENT AND THE
STOCKHOLDER HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTRACT, TORT OR OTHERWISE)
ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF PARENT AND THE
STOCKHOLDER IN THE NEGOTIATION, ADMINISTRATION, PERFORMANCE AND ENFORCEMENT
THEREOF.
IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed as of the date first written above.
Avicenna Systems Corporation
/s/ ▇▇▇▇▇ Schlawger
By: ▇▇▇▇▇ Schlawger
Its: Senior Vice President
Agreed and Acknowledged:
Healtheon/WebMD Corporation
/s/ ▇▇▇▇ ▇▇▇▇▇▇▇▇
By: ▇▇▇▇ ▇▇▇▇▇▇▇▇
Its: Executive Vice President