Exhibit 99.6.2
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 Mitchell Pindus, Pindus Living
Trust, Erin Pindus, Tobias Pindus, and Myles Pindus (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, at any annual or special shareholders meeting, and whenever
the shareholders of the Company act by written consent with respect
to the appointment of directors, Shareholder hereby authorizes Rice
to vote all of the Securities on Shareholder’s behalf for a
period of two (2) years from the date of this Agreement;
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 Common Stock or shares of Common Stock into which the
Warrants are convertible or exercisable, then
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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.
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
