Exhibit 10.1
TERMINATION AND
WAIVER
THIS TERMINATION AND WAIVER (this
“ Waiver ”) is executed and delivered this 22nd
day of June, 2011 by the undersigned to InfoSpace, Inc., a Delaware
corporation (the “ Parent ”), and its
affiliates, successors, and assigns, in connection with the
transactions contemplated under the LLC Interest Purchase Agreement
(the “ Purchase Agreement ”) dated as of
June 10, 2011 by and among the Parent, Mercantila Acquisition,
LLC, a Delaware limited liability company (“ Company
”), and Zoo Stores, Inc., a Delaware corporation (“
Buyer ”).
WHEREAS, the undersigned, Parent,
and its affiliates, successors, and assigns, are parties to that
certain Employment Agreement effective as of May 10, 2010, as
amended August 4, 2010 (the “ Employment
Agreement ”);
WHEREAS, pursuant to the Purchase
Agreement, Buyer has agreed to purchase all of the outstanding
membership interests of Company held by Parent;
WHEREAS, Section 4.2(i) of the
Purchase Agreement requires, as a condition to Parent’s
obligation to consummate the transactions contemplated by the
Purchase Agreement, that the undersigned executes and delivers this
Waiver;
WHEREAS, the undersigned’s
execution and delivery of this Waiver is a material inducement for
Parent to enter into the Purchase Agreement and consummate the
transactions contemplated thereby; and
WHEREAS, in accordance with the
terms of the Purchase Agreement, the undersigned will voluntarily
terminate his employment with Parent effective as of the closing of
the transactions contemplated by the Purchase Agreement (the
“ Closing ”);
WHEREAS, capitalized terms used but
not otherwise defined herein shall have the meaning set forth in
the Purchase Agreement;
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which are
hereby acknowledged:
1. Termination of Employment
Agreement . Subject to and effective as of the Closing, the
undersi
