Exhibit 10.56
TERMINATION OF STOCKHOLDERS' VOTING AGREEMENT
The undersigned, Viacom Inc., a Delaware corporation (successor to CBS
corporation, a Pennsylvania corporation) (the "Purchaser"), ePresence, Inc., a
Massachusetts corporation, (formerly Banyan Systems Incorporated, a
Massachusetts corporation) ("ePresence), and Switchboard Incorporated, a
Delaware corporation (the "Company"), hereby agree that the Stockholders' Voting
Agreement dated as of June 30, 1999 by and among the undersigned is hereby
terminated in its entirety and shall have no further force or effect, effective
as of January 1, 2001.
ePresence agrees that if ePresence transfers shares of capital stock of
the Company held by it such that, after giving effect to such transfer,
ePresence's indemnification obligations under Section 8 of the Common Stock and
Warrant Purchase Agreement by and among the undersigned dated as of June 1, 1999
(the "Purchase Agreement") would have terminated as a result of such transfer
pursuant to Section 8.4(b)(y) of the Purchase Agreement, ePresence's
indemnification obligations pursuant to Section 8 shall nonetheless continue in
full force and effect in accordance with the terms of Section 8 and subject to
Section 8.4(b)(x), notwithstanding Section 8.4(b)(y).
Executed as of January 1, 2001.
Viacom Inc.
By: /s/ Xxxxxxx X. Xxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxx
Title: Executive Vice President
& Chief Financial Officer
ePresence, Inc.
By: /s/ Xxxxxxx X. Xxxxxxxxx
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Name: Xxxxxxx X. Xxxxxxxxx
Title: Senior Vice President &
Chief Financial Officer
Switchboard Incorporated
By: /s/ Xxxxxxx Xxxxxxxx
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Name: Xxxxxxx Xxxxxxxx
Title: Chief Executive Officer
