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 pe
