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 (
