Exhibit 10.22
STOCKHOLDER SUPPORT
AGREEMENT
This STOCKHOLDER
SUPPORT AGREEMENT (this “ Agreement ”) is made
as of September 29, 2005, by and among Creative Computer
Applications, Inc., a California corporation (“
CCA ”), Xymed.com, Inc., a Delaware corporation
and a wholly-owned subsidiary of CCA (the ” Merger
Sub ”), and the Stockholders named on Exhibit A
hereto (each a “ Stockholder ”).
WHEREAS, each
Stockholder is, as of the date hereof, the record and beneficial
owner of the shares of Common Stock, par value $0.001 per share
(the “ Common Stock ”), of StorCOMM, Inc.,
a Delaware corporation (“ StorCOMM ”), set forth
next to such Stockholder’s name on Exhibit A hereto
(with respect to each Stockholder, such “
Stockholder’s Shares ”); and
WHEREAS, CCA,
Merger Sub and StorCOMM concurrently herewith are entering into an
Agreement and Plan of Reorganization, dated as of the date hereof
(the “ Merger Agreement ”), which provides,
among other things, for the merger of Merger Sub and StorCOMM upon
the terms and subject to the conditions set forth in the Merger
Agreement (the “ Merger ”) (all capitalized
terms used herein but not defined have the respective meanings as
set forth in the Merger Agreement); and
WHEREAS, as a
condition to the willingness of CCA and Merger Sub to enter into
the Merger Agreement, and in order to induce CCA and Merger Sub to
enter into the Merger Agreement, each Stockholder has agreed to
enter into this Agreement.
NOW, THEREFORE, in
consideration of the execution and delivery by CCA and Merger Sub
of the Merger Agreement and the foregoing and the mutual
representations, warranties, covenants and agreements set forth
herein and therein, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
SECTION 1.
Representations and Warranties . Each Stockholder hereby
severally but not jointly represents and warrants, to CCA and
Merger Sub as follows:
(a)
Such Stockholder is the record and the direct or indirect
beneficial owner of such Stockholder’s Shares.
(b)
This Agreement has been duly authorized, executed and delivered by
such Stockholder and constitutes the legal, valid and binding
obligation of such Stockholder, enforceable against such
Stockholder in accordance with its terms, except (i) as
limited by applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting
enforcement of creditors’ rights generally, and (ii) the
availability of the remedy of specific performance or injunctive or
other forms of equitable relief may be subject to equitable
defenses and would be subject to the discretion of the court before
which any proceeding therefor may be brought.
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(c)
Neither the execution and delivery of this Agreement nor the
consummation by such Stockholder of the transactions contemplated
hereby will result in a violation of, or a default (with or without
notice or lapse of time, or both) under, or conflict with, any
contract, trust, commitment, agreement, understanding, arrangement
or restriction of any kind to which such Stockholder is a party or
bound or to which any of such Stockholder’s Shares are
subject. Consummation by such Stockholder of the transactions
contemplated hereby will not violate, or require any consent,
approval, or notice under, any provision of any judgment, order,
decree, statute, law, rule or regulation applicable to such
Stockholder or such Stockholder’s Shares.
(d)
Such Stockholder’s Shares and the certificates representing
such Stockholder’s Shares are now and at all times during the
term hereof will be held by such Stockholder, or by a nominee or
custodian for the benefit of such Stockholder, free and clear of
all liens, claims, security interests, proxies, voting trusts or
agreements, understandings or arrangements or any other
encumbrances whatsoever, except for any such encumbrances arising
hereunder.
(e)
Such Shareholder represents that such Shareholder has received and
reviewed a complete copy of the Merger Agreement.
SECTION 2.
Voting of Shares; Waiver of Appraisal Rights .
(a)
Each Stockholder hereby agrees that, during the term of this
Agreement, at any meeting (whether annual or special and whether or
not an adjourned or postponed meeting) of the holders of Common
Stock, however called, or in connection with any written consent of
the holders of Common Stock, such Stockholder will appear at the
meeting or otherwise cause all of such Stockholder’s Shares,
plus any shares of Common Stock acquired by such Stockholder after
the date hereof, to be counted as present thereat for purposes of
establishing a quorum and vote or consent (or cause to be voted or
consented) all of such Stockholder’s Shares, plus any shares
of Common Stock acquired by such Stockholder after the date hereof,
to be voted (i) in favor of adoption of the Merger Agreement
and (ii) against any action or agreement which would impede,
interfere, with or prevent the Merger, including any other
extraordinary corporate transaction, such as a merger, sale of
assets, issuance of capital stock, reorganization or liquidation
involving StorCOMM and a third party or any other proposal of a
third party to acquire StorCOMM.
(b)
Each Stockholder hereby waives, and agrees not to exercise or
assert, any applicable appraisal rights under Section 262 of
the Delaware General Corporation Laws in connection with the
Merger.
SECTION3. Transfer
of Shares . Prior to the termination of this Agreement, no
Stockholder shall: (i) transfer (which term shall include,
without limitation, for the purposes of this Agreement,
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