Termination of Stockholders' Voting Agreement among Viacom Inc., ePresence, Inc., and Switchboard Incorporated

Summary

Viacom Inc., ePresence, Inc., and Switchboard Incorporated have agreed to terminate their Stockholders' Voting Agreement, effective January 1, 2001. This means the agreement is no longer in effect. However, ePresence remains responsible for certain indemnification obligations under a related purchase agreement, even if it transfers its shares, unless specific conditions are met. The document is signed by authorized representatives of all three companies.

EX-10.56 25 dex1056.txt TERMINATION OF STOCKHOLDERS VOTING AGREEMENT 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/ Fredrik G. Reynolds ------------------------------- Name: Fredrik G. Reynolds Title: Executive Vice President & Chief Financial Officer ePresence, Inc. By: /s/ Richard M. Spaulding ------------------------------- Name: Richard M. Spaulding Title: Senior Vice President & Chief Financial Officer Switchboard Incorporated By: /s/ Douglas Greenlaw ------------------------------- Name: Douglas Greenlaw Title: Chief Executive Officer