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EXHIBIT 99.6.1
VOTING AGREEMENT
THIS VOTING AGREEMENT (the "Agreement") is entered into as of
the 29th day of December 2006 in Simi Valley, California by and
between Charles Rice (the "Rice"), and David Marshall, Santa Monica
Capital, LLC, a California limited liability company, David
Marshall Pension Trust, David Marshall, Inc., a California
corporation, and Glenhaven Corporation, a California corporation
(collectively, the "Shareholder").
RECITALS
WHEREAS, Shareholder is the owner of shares of the common stock
of Lucy’s Cafe, Inc. to be renamed InterMetro Communications,
Inc. (the "Company") and warrants to purchase shares of the
Company’s common stock (the "Warrants").
WHEREAS, the Shareholder and Rice desire to enter into an
agreement which provides for the voting of the shares of the
Company’s common stock (the "Common Stock") owned by
Shareholder as of the date first above written and the shares of
Common Stock into which the Warrants are convertible or exercisable
and those shares of the Company’s Common Stock and Warrants
which will be exchanged automatically and without further action on
the part of the Shareholder at such time as the Company has
increased its authorized shares (collectively, the "Securities"),
until such time as, with respect to each share of Common Stock or
share of Common Stock underlying the Warrants, as the case may be,
the Shareholder sells such share of Common Stock or such share of
Common Stock underlying the Warrants into the public market.
WHEREAS , the Shareholder and Rice desire to facilitate
the voting arrangement set forth in this Agreement.
NOW, THEREFORE, for good and valuable consideration the
receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
1. VOTING OF SHARES .
At any annual or special shareholders meeting, and whenever the
shareholders of the Company act by written consent with respect to
any matter, Shareholder hereby authorizes Rice to vote the
Securities on Shareholder’s behalf for a period until the
earlier of (i) the date the Company’s Articles of
Incorporation have been recorded and thereby amended and restated
to increase the Company’s authorized shares of common stock
or (ii) ninety (90) days from the date of this Agreement
(the "Initial Period").
After the expiration of the Initial Period and provided
Shareholder owns more than 4,000,000 shares of Common Stock at any
annual or special shareholders meeting, and whenever the
shareholders of the Company act by written consent, Shareholder
hereby authorizes Rice to vote for a period of two (2) years
from the date of this Agreement (i) 4,000,000 shares of the
Common Stock owned by Shareholder on Shareholder’s behalf
with respect to any matter and (ii) all other Securities owned
by Shareholder on Shareholder’s behalf with respect to the
appointment of directors; provided, however, in the event
Shareholder sells into the public market or otherwise disposes,
transfers or sells in a private transaction to an unrelated party
or non affiliate any of the shares of
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Common Stock or shares of Common Stock into which
the Warrants are convertible or exercisable, then with respect only
to the shares of Common Stock or shares of Common Stock into which
the Warrants are convertible or exercisable, as the case may be,
which the Shareholder sells, Rice will no longer be authorized to
vote such shares.
Notwithstanding the foregoing, if at any time during the term of
this Agreement Shareholder owns 4,000,000 or fewer shares of Common
Stock, at any annual or special shareholders meeting, and whenever
the shareholders of the Company act by written consent with respect
to any matter, Shareholder hereby authorizes Rice to vote all of
the shares of Common Stock owned by Shareholder on
Shareholder’s behalf.
Subject to applicable Securities law, nothing in this Agreement
shall prohibit Shareholder from selling into the public market or
otherwise disposing, transferring or selling in a private
transaction to an unrelated party or non affiliate any of the
shares of Common Stock or shares of Common Stock into which the
Warrants are convertible or exercisable.
2. SUBSTITUTION OF SHARES .
In the event the Company enters into a merger transaction,
reincorporation transaction, reverse merger transaction with a
publicly traded shell company, or similar business combination, any
securities issued to the Shareholder in exchange for the Securities
in said transaction will be subject to this Agreement.
3. TERMINATION OF AGREEMENT .
This Agreement shall terminate on the date two (2) years
from the date first above written.
4. SPECIFIC PERFORMANCE .
The parties hereto hereby declare that it is impossible to
measure in money the damages which will accrue to a party hereto or
to their heirs, personal representatives, or assigns by reason of a
failure to perform any of the obligations under this Agreement and
agree that the terms of this Agreement will be specifically
enforceable. If any party hereto or his heirs, personal
representatives, or assigns institutes any action or proceeding to
specifically enforce the provisions hereof, any person against whom
such action or proceeding is brought hereby waives the claim or
defense therein that such party or such personal representative has
an adequate remedy at law, and such person will not offer in any
such action or proceeding the claim or defense that such remedy at
law exists.
5. NOTICE .
All notices required or permitted hereunder will be in writing
and will be deemed effectively given: (a) upon personal
delivery to the party to be notified, (b) when sent by
confirmed telex or facsimile if sent during normal business hours
of the recipient; if not, then on the next business day,
(c) five (5) days after having been sent by certified
mail, return receipt requested, postage prepaid,
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