Exhibit 10.12
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TERMINATION OF STOCKHOLDERS' VOTING AGREEMENT
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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/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
Title: Executive Vice President &
Chief Financial Officer
ePRESENCE, INC.
By: /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: SVP & CFO
SWITCHBOARD INCORPORATED
By: /s/ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
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Name: ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
Title: CEO