Crexendo, Inc. (Form: 8-K, Received: 06/01/2021 16:31:53)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): June 1, 2021

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Crexendo, Inc.

(Exact Name of Registrant as Specified in Its Charter)

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Nevada	001-32277	87-0591719
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

1615 S. 52nd Street, Tempe, AZ 85281

(Address of Principal Executive Offices) (Zip Code)

(602) 714-8500

(Registrant’s Telephone Number, Including Area Code)

Not applicable.

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered or to be registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	CXDO	The Nasdaq Capital Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

	Emerging growth company		☐
	If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.		☐

Item 1.01 Entry Into A Material Definitive Agreement.

Voting Agreement

In connection with the closing of the mergers (the “Mergers”) pursuant to that certain Agreement and Plan of Merger and Reorganization dated March 5, 2021 (the “Merger Agreement”), by and among Crexendo, Inc. (the “Company”), Crexendo Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub I”), Crexendo Merger Sub, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of the Company (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”), NetSapiens, Inc., a Delaware corporation (“NetSapiens”), and David Wang as the Stockholder Representative (as defined in the Merger Agreement) and as a condition for the closing, on June 1, 2021 (the “Closing Date”), the Company, the pre-Mergers majority stockholder of the Company (the “Principal Stockholder”) and David Wang as the Stockholder Representative entered into that certain Voting Agreement, dated as of the Closing Date (the “Voting Agreement”).

Pursuant to the Merger Agreement, the Company had agreed to (i) include the NetSapiens Board Designee (as defined in the Merger Agreement) as a nominee to the board of directors of the Company (the “Board”) on each slate of nominees for election to the Board proposed by the management of the Company, (ii) recommend the election of the NetSapiens Board Designee to the stockholders of the Company, and (iii) otherwise use its reasonable best efforts to cause the NetSapiens Board Designee to be elected to the Board. Pursuant to the Voting Agreement, the Principal Stockholder agreed to, among other things, vote the shares of common stock of the Company beneficially owned by him in favor of the election of the NetSapiens Board Designee at any annual or special meeting of the Company or on any action or approval by written consent of the Company stockholders with respect to the election and removal of directors of the Company. The Voting Agreement will terminate upon the earlier of (a) that date on which the NetSapiens equityholders that received shares of the Company’s common stock at the closing of the Mergers fail to collectively beneficially own at least 5% of the Company’s total issued and outstanding shares of common stock; and (b) the termination of the Voting Agreement by mutual written consent.

The description of the Voting Agreement is qualified in its entirety by reference to the complete text of the agreement, which has been filed with this Current Report on Form 8-K as Exhibit 10.1, and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

On the Closing Date, the Company consummated the previously announced Mergers. NetSapiens provides an award-winning, patented cloud-native communications platform delivered via a high availability, multi-tenant solution that can be consumed however the service providers prefer, in their cloud or the NetSapiens cloud, on a subscription or a purchase model.

As contemplated by the Merger Agreement and as described in the Company’s definitive proxy statement filed with the United States Securities and Exchange Commission (the “SEC”) on April 26, 2021 (the “Proxy Statement”), on the Closing Date, Merger Sub I merged with and into NetSapiens, with NetSapiens continuing as the surviving entity (the “First Merger”), and, as a part of the same overall transaction, the surviving entity of the First Merger merged with and into Merger Sub II, with Merger Sub II continuing as the surviving entity and a wholly-owned subsidiary of the Company (the “Second Merger”). Immediately following the consummation of the Second Merger, the name of Merger Sub II changed to “NetSapiens, LLC”.

As contemplated by the Merger Agreement and as described in the Proxy Statement, the total base consideration for the Mergers, including repayment of debt and expenses, is approximately $50 million, consisting of (1) $10 million in cash, and (2) approximately $40 million in the form of shares of the Company’s common stock or Company options valued at $6.19 per share for the purpose of determining the aggregate number of shares payable to NetSapiens’ equityholders. The merger consideration is subject to customary upward or downward adjustments for NetSapiens’ net working capital and closing cash. In connection with the closing of the Mergers, the Company issued (i) 3,097,309 shares of the Company’s common stock valued at $6.19 per share for common stock consideration of approximately $19.2 million (the “Shares”) and (ii) 4,482,328 options under the Crexendo, Inc. 2021 Equity Incentive Plan with an aggregate value of $22.1 million, net of the aggregate exercise price of $5.6 million. Holders of outstanding common stock, in-the-money stock options and in-the-money warrants of NetSapiens will receive a portion of the merger consideration as described above on a pro rata basis and/or in accordance with the Merger Agreement and any option or warrant cancellation agreements entered into by such equityholders.

Immediately following the Mergers, NetSapiens’ equityholders acquired approximately 14.4% of the issued and outstanding shares of common stock of the Company.

The foregoing description of the Merger Agreement and the transactions contemplated thereby is not complete and is qualified in its entirety by reference to the complete text of Merger Agreement, which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities.

The disclosure set forth above in Item 2.01 of this Current Report is incorporated by reference into this Item 3.02. The Shares issued in connection with the closing of the Mergers were not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On the Closing Date, the Board elected Anand Buch, the initial NetSapiens Board Designee, as a member of the Board. Mr. Buch will commence his service on the Board effective as of the Closing Date and shall continue to serve in such capacity until the Company’s next annual meeting of stockholders, or until his successor has been duly elected and qualified.

There are no arrangements or understandings between Mr. Buch and any other person pursuant to which Mr. Buch was selected as a director of the Company other than as set forth in the Merger Agreement and the Voting Agreement described in Item 1.01 of this Current Report, which information is incorporated herein by reference. There is no family relationship between Mr. Buch and any of the Company’s other directors or executive officers. There are also no related party transactions that are required to be reported pursuant to Item 404(a) of Regulation S-K.

Mr. Buch as an employee of the Company will not receive additional compensation for his service as a director.

Item 7.01 Regulation FD Disclosure.

On the Closing Date, the Company issued a press release announcing the closing of the Mergers and related matters. The press release is attached hereto as Exhibit 99.1.

The foregoing is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act.

Item 8.01. Other Events.

Employment Agreements

In connection with the closing of the Mergers and as a condition for the closing, the Company entered into employment agreements with NetSapiens’ current Chief Executive Officer, Anand Buch, Chief Technology Officer, David Wang and Executive Vice President, James Murphy. On the Closing Date, Mr. Buch was appointed to serve as Chief Strategy Officer, Mr. Wang was appointed to serve as Chief Technology Officer and Mr. Murphy was appointed to serve as an Executive Vice President of the Company. The employment agreements provide that the term of employment of each of Messrs. Buch, Wang and Murphy will be two years from the Closing Date, subject to automatic one-year extensions provided that neither party provides written notice of non-extension at least 60 days prior to the expiration of the then-current term.

Pursuant to their employment agreements, Messrs. Buch, Wang and Murphy will each be entitled to initial base salary of $323,950. In addition, Messrs. Buch, Wang and Murphy will be eligible to receive annual bonuses beginning from 2022, the amount and terms of which shall be set by the Compensation Committee of the Board. Messrs. Buch, Wang and Murphy will also be eligible to receive (i) equity awards under the Company’s equity incentive plan(s) beginning from 2022, (ii) fringe benefits and perquisites similar to those provided to executives by NetSapiens previously until December 31, 2021 and similar to those provided to other executives of the Company after December 31, 2021 (iii) other standard employee benefits including PTO and (iv) reimbursement of reasonable business expenses.

In the event that the Company terminates Mr. Buch, Mr. Wang or Mr. Murphy’s employment (a) for “Cause” (as defined in their employment agreements) or due to their death or disability, or (b) if Mr. Buch, Mr. Wang or Mr. Murphy terminates his employment without Good Reason (as defined in their employment agreements), then the employee shall be entitled to receive: (i) any accrued but unpaid base salary and accrued but unused PTO, (ii) reimbursement for unreimbursed business expenses and (iii) benefits under the Company’s employee benefits plans (collectively, the “Accrued Amounts”).

In the event that the Company terminates Mr. Buch, Mr. Wang or Mr. Murphy’s employment (a) without “Cause” or (b) if Mr. Buch, Mr. Wang or Mr. Murphy terminates his employment for Good Reason, the employee shall be entitled to receive the Accrued Amounts, and subject to entering into a release of claims in favor of the Company, the employee will also be entitled to receive (i) a lump sum payment equal to 1/12 of the employee’s base salary for every year the employee has been employed (including the employee’s employment period with NetSapiens prior to the closing of the Mergers) up to a maximum of one year of the employee’s base salary and (ii) reimbursement for payments such employee makes for COBRA coverage for one year following termination. In addition any outstanding equity awards shall be determined according to the applicable equity incentive plan(s) and award agreements.

The description of the employment agreements with Messrs. Buch, Wang and Murphy are qualified in their entirety by reference to the complete text of the agreements, which have been filed with this Current Report on Form 8-K as Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively, and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired

The audited consolidated financial statements of NetSapiens for the years ended December 31, 2020 and 2019 and the notes related thereto were included as part of the Definitive Proxy Statement filed on April 26, 2021, and are incorporated herein by reference.

(b) Pro Forma Financial Information

The pro forma financial information required by this Item was included as part of the Definitive Proxy Statement filed on April 26, 2021, and is incorporated herein by reference.

(d) Exhibits

Exhibit Number		Description
2.1*		Agreement and Plan of Merger and Reorganization, dated March 5, 2021, by and among Crexendo, Inc., Crexendo Merger Sub, Inc., Crexendo Merger Sub, LLC, NetSapiens, Inc. and David Wang as stockholder representative (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2021).
10.1		Voting Agreement, dated June 1, 2021, by and among Crexendo, Inc., Steven G. Mihaylo and David Wang as stockholder representative.
10.2		Executive Employment Agreement, dated June 1, 2021, by and between Crexendo, Inc. and Anand Buch.
10.3		Executive Employment Agreement, dated June 1, 2021, by and between Crexendo, Inc. and David Wang.
10.4		Executive Employment Agreement, dated June 1, 2021, by and between Crexendo, Inc. and James Murphy.
99.1		Press Release, dated June 1, 2021.

* The schedules and exhibits to this agreement have been omitted in accordance with Regulation S-K Item 601(b)(2). The Company agrees to furnish supplementally a copy of any omitted exhibit or schedule to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Crexendo, Inc.

Date: June 1, 2021	By:	/s/ Ronald Vincent
		Ronald Vincent
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
2.1*		Agreement and Plan of Merger and Reorganization, dated March 5, 2021, by and among Crexendo, Inc., Crexendo Merger Sub, Inc., Crexendo Merger Sub, LLC, NetSapiens, Inc. and David Wang as stockholder representative (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on March 8, 2021).
10.1		Voting Agreement, dated June 1, 2021, by and among Crexendo, Inc., Steven G. Mihaylo and David Wang as stockholder representative.
10.2		Executive Employment Agreement, dated June 1, 2021, by and between Crexendo, Inc. and Anand Buch.
10.3		Executive Employment Agreement, dated June 1, 2021, by and between Crexendo, Inc. and David Wang.
10.4		Executive Employment Agreement, dated June 1, 2021, by and between Crexendo, Inc. and James Murphy.
99.1		Press Release, dated June 1, 2021.

Exhibit 10.1

VOTING AGREEMENT

THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of June 1, 2021, by and among Crexendo, Inc., a Nevada corporation (“Parent”), Steven G. Mihaylo, the majority stockholder of Parent (the “Stockholder,” and each transferee that becomes a party hereto as a “Stockholder” pursuant to Section 5.13 below, as listed on Schedule A, also a “Stockholder”) and David Wang in his capacity as Stockholder Representative pursuant to the Merger Agreement (defined below). Parent, Stockholder and the NetSapiens Stockholder Representative are each sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Parties are entering into this Agreement in connection with that certain Agreement and Plan of Merger and Reorganization, dated March 5, 2021 (if and as amended, the “Merger Agreement”), by and among Parent, NetSapiens, Inc., a Delaware corporation (the “Company”), Crexendo Merger Sub, Inc., a Delaware corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub I”), Crexendo Merger Sub, LLC, a Delaware limited liability company and a direct, wholly-owned subsidiary of Parent (“Merger Sub II” and, together with Merger Sub I, the “Merger Subs”) and David Wang as Stockholder Representative therein, providing for, among other things, a statutory merger of Merger Sub I with and into the Company (the “First Merger”), and, as part of the same overall transaction, the surviving corporation in the First Merger would merge with and into Merger Sub II (the “Second Merger,” and together with the First Merger, the “Mergers”) pursuant to the terms and conditions of the Merger Agreement;

WHEREAS, pursuant to the Merger Agreement, Parent has agreed to (i) include the NetSapiens Board Designee (as defined in the Merger Agreement) as a nominee to the board of directors of Parent (the “Board”) on each slate of nominees for election to the Board proposed by the management of Parent, (ii) recommend the election of the NetSapiens Board Designee to the stockholders of Parent, and (iii) otherwise use its reasonable best efforts to cause the NetSapiens Board Designee to be elected to the Board; and

WHEREAS, as a condition to the Closing, the Company has required that Stockholder, and Stockholder has agreed to, execute and deliver this Agreement with respect to the shares of common stock, par value $0.001 per share, of Parent (“Parent Common Stock”) Beneficially Owned (as defined below) by Stockholder and set forth below Stockholder’s signature on the signature page hereto (the “Original Shares” and, together with any additional shares of Parent Common Stock pursuant to Section 3 hereof, the “Shares”).

NOW, THEREFORE, in consideration of the foregoing and the respective covenants and agreements set forth below and for other good and valuable consideration, the receipt, sufficiency, and adequacy of which are hereby acknowledged, the Parties hereto, intending to be legally bound, do hereby agree as follows:

1. Voting Provisions Regarding the Board.

1.1 Definitions. For purposes of this Agreement, capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement. When used in this Agreement, the following terms in all of their tenses, cases, and correlative forms shall have the meanings assigned to them in this Section 1.1.

(a) “Beneficially Own” or “Beneficial Ownership” has the meaning assigned to such term in Rule 13d-3 under the Exchange Act, and a Person’s beneficial ownership of securities shall be calculated in accordance with the provisions of such rule (in each case, irrespective of whether or not such rule is actually applicable in such circumstance). For the avoidance of doubt, “Beneficially Own” and “Beneficial Ownership” shall also include record ownership of securities.

(b) “Beneficial Owner” shall mean the Person who Beneficially Owns the referenced securities.

(c) “Person” shall mean an individual, firm, corporation, partnership, association, limited liability company, trust or any other entity.

1.2 Board Composition. Stockholder agrees, at any annual or special meeting of Parent called with respect to the election and removal of directors of the Parent, and at every adjournment or postponement thereof, and on every action or approval by written consent or consents of Parent stockholders with respect to the election and removal of directors of the Parent, to vote or cause the holder of record to vote the Shares in favor of the NetSapiens Board Designee’s election to the Board.

1.3 NetSapiens Board Designee. The initial NetSapiens Board Designee shall be Anand Buch, who shall be elected to the Board immediately following the First Effective Time. Subsequent NetSapiens Board Designees will be designated from time to time by such Company equityholders that either: (a) received shares of Parent Common Stock at the First Effective Time, or (b) exercised options to purchase Parent Common Stock issued at the First Effective Time, holding a majority of the total Parent Common Stock then held collectively by such Company equityholders (the “Designating Company Equityholders”), as communicated to Parent by the then-serving Stockholder Representative. Any such NetSapiens Board Designee shall be subject to the approval of Parent (which approval shall not be unreasonably conditioned, withheld or delayed). No subsequent NetSapiens Board Designee shall be elected to the Board until the then-serving NetSapiens Board Designee has been removed from the Board, either by way of resignation, removal or death.

1.4 Failure to Designate a Board Member. In the absence of any designation from the Designating Company Equityholders that is acceptable to Parent (which approval shall not be unreasonably conditioned, withheld or delayed), the director previously designated by them and then serving shall be reelected if willing to serve unless such individual has been removed as provided herein, and otherwise such Board seat shall remain vacant until otherwise filled as provided above.

1.5 Removal of Board Members. Stockholder also agrees to vote, or cause to be voted, the Shares in whatever manner as shall be necessary to ensure that:

(a) no director elected pursuant to Section 1.2 of this Agreement may be removed from office other than for cause unless such removal is directed or approved by the Designating Company Equityholders;

(b) any vacancies created by the resignation, removal or death of the NetSapiens Board Designee elected pursuant to Section 1.2 shall be filled pursuant to the provisions of this Section 1; and

(c) upon the request of the Designating Company Equityholders to remove the NetSapiens Board Designee, such director shall be removed.

Stockholder agrees to execute any written consents required to perform the obligations of this Section 1.

1.6 No Liability for Election of Recommended Directors. Stockholder shall not have any liability as a result of voting for any such designee in accordance with the provisions of this Agreement.

2. Remedies.

2.1 Covenants of the Parent. The Parent agrees to use its best efforts, within the requirements of applicable law, to ensure that the rights granted under this Agreement are effective and that the Parties enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Parent’s best efforts to cause the nomination and election of NetSapiens Board Designee as provided in this Agreement.

2.2 Irrevocable Proxy and Power of Attorney. Stockholder hereby appoints Stockholder Representative and any designee of Stockholder Representative, and each of them individually, until the Expiration Time (as defined below) (at which time this proxy shall automatically be revoked), its proxies and attorneys-in-fact, with full power of substitution and resubstitution, to vote or act by written consent during the term of this Agreement with respect to the Shares in accordance with Section 1. This proxy and power of attorney is given to secure the performance of the duties of Stockholder under this Agreement. Stockholder shall take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy. This proxy and power of attorney granted by Stockholder shall be irrevocable until the Expiration Time, shall be deemed to be coupled with an interest sufficient in law to support an irrevocable proxy, and shall revoke any and all prior proxies granted by Stockholder with respect to the Shares. The power of attorney granted by Stockholder herein is a durable power of attorney and shall survive the bankruptcy, death, or incapacity of Stockholder. The proxy and power of attorney granted hereunder shall terminate at the Expiration Time.

2.3 Specific Enforcement. Each Party acknowledges and agrees that each Party hereto will be irreparably damaged in the event any of the provisions of this Agreement are not performed by the Parties in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that each of the Parent, Stockholder Representative and Stockholder shall be entitled to an injunction to prevent breaches of this Agreement, and to specific enforcement of this Agreement and its terms and provisions in any action instituted in any court of the United States or any state having subject matter jurisdiction.

2.4 Remedies Cumulative. All remedies, either under this Agreement or by law or otherwise afforded to any Party, shall be cumulative and not alternative.

3. Additional Shares. Stockholder agrees that all shares of Parent Common Stock that Stockholder purchases, acquires the right to vote, or otherwise acquires Beneficial Ownership of after the execution of this Agreement and prior to the Expiration Time shall be subject to the terms and conditions of this Agreement and shall constitute Shares for all purposes of this Agreement. In the event of any stock split, stock dividend, merger, reorganization, recapitalization, reclassification, combination, exchange of shares, or the like of the capital stock of Parent affecting the Shares, the terms of this Agreement shall apply to the resulting securities and such resulting securities shall be deemed to be “Shares” for all purposes of this Agreement.

4. Termination. This Agreement shall terminate upon the earliest to occur of (the “Expiration Time”): (a) that date on which the Company equityholders that received shares of Parent Common Stock at the First Effective Time fail to collectively Beneficially Own at least Five Percent (5%) of Parent’s total issued and outstanding shares of common stock any time after the Closing; and (b) the termination of this Agreement by mutual written consent of the Parties. Nothing in this Section 4 shall relieve or otherwise limit the liability of any Party for any intentional breach of this Agreement prior to such termination.

5. Miscellaneous.

5.1 Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the Parties. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the Parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.

5.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada regardless of the laws that might otherwise govern under applicable principles of conflicts of laws thereof.

5.3 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via electronic mail (including pdf or any electronic signature complying with the U.S. ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.

5.4 Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement.

5.5 Notices. All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand (with written confirmation of receipt); (b) when received by the addressee if sent by a nationally recognized overnight courier (receipt requested); (c) on the date sent by email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid. Such communications must be sent to the respective Parties at the following addresses (or at such other address for a Party as shall be specified in a notice given in accordance with this Section 5.5):

Crexendo, Inc.

1615 South 52nd Street

Tempe, AZ 85281

Attention: Jeffrey Korn, General Counsel

Email: jkorn@crexendo.com

with a copy (which shall not constitute notice) to:

Squire Patton Boggs (US) LLP

1 E. Washington St., Suite 2700

Phoenix, Arizona 85004

Attention: Matthew M. Holman, Esq.

Email: matthew.holman@squirepb.com

Stockholder Representative:

David Wang

PO Box 8588

LA Jolla, CA 92038

Email: david@wangsfamily.net

with a copy (which shall not constitute notice) to:

Procopio, Cory, Hargreaves & Savitch LLP

525 B Street, Suite 2200

San Diego, California 92101

Attention: William W. Eigner, Esq.

Email: william.eigner@procopio.com

If to Stockholder, to the address or email address set forth for Stockholder on the signature page or Schedule A hereof.

5.6 Delays or Omissions. No delay or omission to exercise any right, power or remedy accruing to any Party under this Agreement, upon any breach or default of any other Party under this Agreement, shall impair any such right, power or remedy of such non-breaching or non-defaulting Party nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring; nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default previously or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Party of any breach or default under this Agreement, or any waiver on the part of any Party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any Party, shall be cumulative and not alternative.

5.7 Severability. The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other provision.

5.8 Entire Agreement. This Agreement and the Merger Agreement constitute the full and entire understanding and agreement between the Parties with respect to the subject matter hereof, and any other written or oral agreement relating to the subject matter hereof existing between the parties is expressly canceled.

5.9 Manner of Voting. The voting of Shares pursuant to this Agreement may be effected in person, by proxy, by written consent or in any other manner permitted by applicable law. For the avoidance of doubt, voting of the Shares pursuant to the Agreement need not make explicit reference to the terms of this Agreement.

5.10 Further Assurances. At any time or from time to time after the date hereof, the Parties agree to cooperate with each other, and at the request of any other Party, to execute and deliver any further instruments or documents and to take all such further action as the other Party may reasonably request in order to carry out the intent of the parties hereunder.

5.11 Submission to Jurisdiction. Each of the Parties hereto irrevocably agrees that any legal action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder brought by the other Party hereto or its successors or assigns shall be brought and determined exclusively in the state or federal courts located in the County of Clark, State of Nevada. Each of the Parties hereto agrees that mailing of process or other papers in connection with any such legal action in the manner provided in Section 5.5 or in such other manner as may be permitted by applicable laws, will be valid and sufficient service thereof. Each of the Parties hereto hereby irrevocably submits with regard to any such legal action for itself and in respect of its property, generally and unconditionally, to the personal jurisdiction of the aforesaid courts and agrees that it will not bring any action relating to this Agreement or any of the transactions contemplated by this Agreement in any court or tribunal other than the aforesaid courts. Each of the Parties hereto hereby irrevocably waives, and agrees not to assert, by way of motion, as a defense, counterclaim, or otherwise, in any legal action with respect to this Agreement and the rights and obligations arising hereunder, or for recognition and enforcement of any judgment in respect of this Agreement and the rights and obligations arising hereunder: (i) any claim that it is not personally subject to the jurisdiction of the above named courts for any reason other than the failure to serve process in accordance with this Section 5.11; (ii) any claim that it or its property is exempt or immune from jurisdiction of any such court or from any legal process commenced in such courts (whether through service of notice, attachment prior to judgment, attachment in aid of execution of judgment, execution of judgment, or otherwise); and (iii) to the fullest extent permitted by the applicable law, any claim that (x) the suit, action, or proceeding in such court is brought in an inconvenient forum, (y) the venue of such suit, action, or proceeding is improper, or (z) this Agreement, or the subject matter hereof, may not be enforced in or by such courts.

5.12 Waiver of Jury Trial. EACH OF THE PARTIES HERETO HEREBY IRREVOCABLY WAIVES ALL RIGHT TO TRIAL BY JURY AND ANY ACTION, PROCEEDING OR COUNTERCLAIM (WHETHER BASED ON CONTACT, TORT, OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE OR THE ACTIONS OF ANY PARTY HERETO IN NEGOTIATION, ADMINISTRATION, PERFORMANCE OR ENFORCEMENT HEREOF.

5.13 Transfers.

(a) Each transferee or assignee of any Shares subject to this Agreement in a private transaction (i.e., not made via sale into the public market) shall, together with the number of Shares transferred to such Stockholder, be listed on Schedule A, and shall continue to be subject to the terms hereof, and, as a condition precedent to the Parent’s recognition of such transfer, each transferee or assignee shall agree in writing to be subject to each of the terms of this Agreement by executing and delivering an Adoption Agreement substantially in the form attached hereto as Exhibit A. Upon the execution and delivery of an Adoption Agreement by any transferee, such transferee shall be deemed to be a party hereto as if such transferee were the transferor and such transferee’s signature appeared on the signature pages of this Agreement and shall be deemed to be a Stockholder. Parent shall not permit the private transfer of the Shares subject to this Agreement on its books or issue a new certificate representing any such Shares unless and until such transferee shall have complied with the terms of this Section 5.13. Each certificate, instrument, or book entry representing the Shares subject to this Agreement, including any Shares issued on or after the date of this Agreement or Shares transferred in a private transaction as provided for in this Section 5.13, shall be notated with the following legend:

“THE SHARES REPRESENTED HEREBY ARE SUBJECT TO A VOTING AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE COMPANY), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF THAT VOTING AGREEMENT, INCLUDING CERTAIN RESTRICTIONS ON TRANSFER AND OWNERSHIP SET FORTH THEREIN.”

The foregoing legend may be not be removed by Parent without the consent of Stockholder Representative except in the event of a sale of Shares into the public market.

(b) (i) Following the date that is ten (10) years after the date hereof, the provisions of Section 5.13(a) shall not apply to any transfer occurring as a result of the death or disability of Stockholder or (ii) the provisions of Section 5.13(a) shall not apply to any transfer made by Stockholder to a trust or other entity for the benefit of any Person that is qualified as a charitable organization under Section 501(c)(3) of the Code, or a family foundation established by or on behalf of one or more of the Shareholders for the purpose of making charitable gifts or donations to Persons that are qualified as charitable organizations under Section 501(c)(3) of the Code.

5.14 Consent Required to Amend, Modify, Terminate or Waive. This Agreement may be amended, modified or terminated and the observance of any term hereof may be waived (either generally or in a particular instance and either retroactively or prospectively) only by a written instrument executed by (a) Parent; (b) Stockholder; and (c) Stockholder Representative; provided that the consent of a Party shall not be required for any amendment, modification, termination or waiver if such amendment, modification, termination, or waiver is not directly applicable to the rights of such Party hereunder.

5.15 Costs of Enforcement. If any Party to this Agreement seeks to enforce its rights under this Agreement by legal proceedings, the non-prevailing party shall pay all costs and expenses incurred by the prevailing party, including, without limitation, all reasonable attorneys’ fees.

[Signature Page Follows]

IN WITNESS WHEREOF, the Parties hereto have executed and delivered this Agreement as of the date first written above.

	CREXENDO, INC.
	By /s/ Jeffrey G. Korn . Name: Jeffrey G. Korn Title: Secretary
	STOCKHOLDER REPRESENTATIVE /s/ David Wang . Name: David Wang STOCKHOLDER
	/s/ Steven G. Mihaylo . Name: Steven G. Mihaylo Number of Shares of Parent Common Stock Beneficially Owned as of the date of this Agreement: 10,298,468 Number of Options Beneficially Owned as of the date of this Agreement: 116,234 Street Address: 1615 S. 52nd Street City/State/Zip Code: Tempe, AZ 85281 Email: smihaylo@crexendo.com

Signature Page to Voting Agreement

EXHIBIT A

ADOPTION AGREEMENT

This Adoption Agreement (“Adoption Agreement”) is executed on _______________, 20__, by the undersigned (the “Holder”) pursuant to the terms of that certain Voting Agreement dated as of June 1, 2021 (the “Agreement”), by and among Parent, Stockholder and Stockholder Representative, as such Agreement may be amended or amended and restated hereafter. Capitalized terms used but not defined in this Adoption Agreement shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Adoption Agreement, the Holder agrees as follows:

1.1

Acknowledgement. Holder acknowledges that Holder is acquiring certain shares of the capital stock of Parent (the “Stock”) as a transferee of Shares from a Stockholder in such party’s capacity as a “Stockholder” bound by the Agreement, and after such transfer, Holder shall be considered a “Stockholder” for all purposes of the Agreement.

1.2

Agreement. Holder hereby (a) agrees that the Shares and any other shares of capital stock or securities required by the Agreement to be bound thereby, shall be bound by and subject to the terms of the Agreement and (b) adopts the Agreement with the same force and effect as if Holder were originally a party thereto.

1.3

Notice. Any notice required or permitted by the Agreement shall be given to Holder at the address or facsimile number listed below Holder’s signature hereto.

HOLDER:	ACCEPTED AND AGREED

By:	PARENT:
Name:
Title:	By:
Address:	Name:
	Title:
Email:
	STOCKHOLDER REPRESENTATIVE

SCHEDULE A

Transferee Stockholders:

Name: _____________

Number of Shares of Parent Common Stock Beneficially Owned as a result of a transfer under Section 5.13: _________

Address:

Name: _____________

Number of Shares of Parent Common Stock Beneficially Owned as a result of a transfer under Section 5.13: _________

Address:

Signature Page to Voting Agreement

Exhibit 10.2

Executive Employment Agreement

This Employment Agreement (“Agreement”) is made and entered into as of this 1st date of June, 2021 (the “Effective Date”), by and between Anand Buch (“Executive”) and Crexendo, Inc, a Nevada Corporation (“Company”).

WHEREAS, Executive was previously employed by NetSapiens, Inc. (“NetSapiens”);

WHEREAS, following the acquisition of NetSapiens by the Company, Company desires to employ Executive on the terms and conditions set forth herein; and

WHEREAS, Executive desires to be employed by Company on such terms and conditions.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:

1. Term. Executive’s initial term of employment hereunder shall begin on the Effective Date and shall remain in effect through the date two years thereafter (“Initial Term”), unless terminated prior thereto as provided in Section 4. The Initial Term shall be extended from year to year, unless this Agreement is terminated pursuant to Section 4 or either party to this Agreement gives written notice to the other of a desire to change, amend, modify, or terminate this Agreement, at least sixty (60) days prior to the end of the then-existing term of the Agreement. The Initial Term and any renewal terms shall be hereinafter referred to as the “Employment Term.”

2. Position and Duties.

2.1 Position. During the Employment Term, Executive shall serve as the Chief Strategy Officer of Company, reporting to Company’s Chief Executive Officer. In such position, Executive shall have such duties, authority, and responsibilities as are consistent with Executive's position and shall carry out and execute such additional lawful duties as are assigned to Executive from time to time.

2.2 Duties. During the Employment Term, Executive shall devote substantially all of Executive’s business time and attention to the performance of Executive’s duties hereunder and will not engage in any other business, profession, or occupation for compensation or otherwise which would conflict or interfere with the performance of such services either directly or indirectly without the prior written consent of the Board. Notwithstanding the foregoing, Executive may personally trade in stock, bonds, securities, commodities or real estate investments for his own benefit.

3. Compensation.

3.1 Base Salary. Company shall pay Executive an annual base salary of $323,950 in near equal, periodic installments in accordance with Company’s customary payroll practices and applicable wage payment laws, but no less frequently than monthly. Executive’s annual base salary, as in effect from time to time, is hereinafter referred to as “Base Salary.” It is not expected that Executive’s Base Salary will increase until the expiration of the Initial Term.

3.2 Annual Bonus. It is understood and agreed that Executive is not expected to receive any Bonus for the initial year of the Initial Term. Executive shall be eligible to receive an annual bonus (“Annual Bonus”) beginning in the second year of the Initial Term, i.e., in 2022. The amount and conditions for achievement of any Annual Bonus shall be set by the “Compensation Committee” of the Board. Executive shall be permitted to make recommendations to the Compensation Committee regarding Executive’s eligibility for and entitlement to an Annual Bonus, and regarding the amount thereof, but the final decision regarding awards of Annual Bonuses resides within the sole and absolute discretion of the Compensation Committee.

3.3 Equity Awards. It is understood and agreed that Executive is not expected to receive any Equity Awards for the initial year of the Initial Term. Beginning in the second year of the Initial Term, i.e., in 2022, Executive shall be eligible to participate in the Crexendo Inc. 2013 Long-Term Incentive Stock Option Plan (the “Plan”) or any successor plan, subject to the terms of the Plan or successor plan, as determined by the Committee, in its sole and absolute discretion.

3.4 Fringe Benefits and Perquisites. During the Employment Term, Executive shall be entitled to fringe benefits and perquisites consistent with those provided to similarly situated executives of Company. From the Effective Date until December 31, 2021, such fringe benefits and perquisites shall remain the same or substantially similar to those provided to Executive by NetSapiens prior to the Effective Date.

3.5 Employee Benefits. During the Employment Term, Executive shall be entitled to participate in all employee benefit plans, practices, and programs maintained by Company, as in effect from time to time (collectively, “Employee Benefit Plans”), on a basis which is no less favorable than is provided to other similarly situated executives of Company, to the extent consistent with applicable law and the terms of the applicable Employee Benefit Plans. Company reserves the right to amend or terminate any Employee Benefit Plans at any time in its sole discretion, subject to the terms of this Agreement, such Employee Benefit Plan, and applicable law.

3.6 Paid Time Off. Beginning on the Effective Date and thereafter for the duration of the Employment Term, Executive shall be entitled to paid time off (PTO) (prorated for partial years) in accordance with Company’s then applicable policies, as in effect from time to time. Executive shall receive other paid time off in accordance with Company’s policies for executive officers as such policies may exist from time to time and as required by applicable law.

3.7 Business Expenses. Executive shall be entitled to reimbursement for all reasonable and necessary out-of-pocket business, entertainment, and travel expenses incurred by Executive in connection with the performance of Executive’s duties hereunder in accordance with Company’s expense reimbursement policies and procedures.

3.8 Authority. For the first year of the Initial Term, Executive, as well as other former executives and business unit management of NetSapiens, shall have control and autonomy over the expense and compensation management of their business units, provided:

(a) any expenditures have been included in the Company’s approved budget;

(b) Key metrics are not compromised or plans with respect thereto not changed by leaders of business units without approval of Executive or other former NetSapiens executives;

(c) Certain expenses may be required by Company policy to be approved by the Company’s Chief Executive Officer or Board for purposes of compliance with Section 404 of Regulation S-K.

4. Termination of Employment. The Employment Term and Executive’s employment hereunder may be terminated by either Company or Executive for the reasons set forth in this Section 4.

4.1 Termination for Cause or Without Good Reason.

(a) Executive’s employment hereunder may be terminated by Company for Cause or by Executive without Good Reason. In either case, Executive shall be entitled to receive upon termination of employment:

(i) any accrued but unpaid Base Salary and accrued but unused PTO, which shall be paid at the time of Executive’s termination;

(ii) reimbursement for unreimbursed business expenses properly incurred by Executive, which shall be subject to and paid in accordance with Company’s expense reimbursement policy; and

(iii) such employee benefits (including equity compensation), if any, to which Executive may be entitled under Company’s employee benefit plans as of the date of Executive’s termination; provided that in no event shall Executive be entitled to any payments in the nature of severance or termination payments except as specifically provided herein.

Items 4.1(a)(i) through 4.1(a)(iii) are referred to herein collectively as the “Accrued Amounts.”

(b) For purposes of this Agreement, “Cause” shall mean:

(i) Executive’s willful failure to perform Executive’s duties (other than any such failure resulting from incapacity due to physical or mental illness);

(ii) Executive’s willful failure to comply with any valid and legal directive of the Board or Chief Executive Officer;

(iii) Executive’s engagement in acts of dishonesty, illegal conduct, or gross misconduct, which is, in each case, materially injurious to Company or its affiliates;

(iv) Executive’s embezzlement, misappropriation, or fraud, whether or not related to Executive’s employment with Company;

(v) Executive’s conviction of or plea of guilty or nolo contendere to a crime that constitutes a felony (or state law equivalent) or a crime that constitutes a misdemeanor involving moral turpitude;

(vi) Executive’s material violation of Company’s written policies or codes of conduct, including written policies related to discrimination, harassment, performance of illegal or unethical activities, and ethical misconduct;

(vii) Executive’s failure to participate in or cooperate with an investigation of a report of discrimination, harassment, performance of illegal or unethical activities, or ethical misconduct, whether or not Executive is the subject of the investigation;

(viii) Executive’s violation of any agreement pertaining to the confidentiality of Company’s information and trade secrets, solicitation of customers, vendors, suppliers, or employees of Company, or assignment of intellectual property; and

(ix) Executive’s material breach of any obligation under this Agreement or any other written agreement between Executive and Company.

For purposes of this provision, none of Executive’s acts or failures to act shall be considered “willful” unless Executive acts, or fails to act, in bad faith. Executive’s actions, or failures to act, based upon authority given pursuant to a resolution duly adopted by the Board or upon the advice of counsel for Company shall be conclusively presumed to be in good faith and in the best interests of Company.

(c) For purposes of this Agreement, “Good Reason” shall mean the occurrence of any of the following, in each case during the Employment Term without Executive’s prior written consent:

(i) a material reduction in Executive’s Base Salary (other than a general reduction in Base Salary that affects all similarly situated executives in substantially the same proportions);

(ii) any material breach by Company of any material provision of this Agreement or any material provision of any other agreement between Executive and Company;

(iii) a material adverse change in Executive’s authority, duties, or responsibilities (other than temporarily while Executive is physically or mentally incapacitated or as required by applicable law);

(iv) relocation of Executive’s principal place of business by more than 50 miles.

(v) To terminate Executive’s employment for Good Reason, Executive must provide written notice to Company of the existence of the circumstances providing grounds for termination for Good Reason within thirty (30) days of the initial existence of such grounds, and Company must have at least fifteen (15) days from the date on which such notice is provided to cure such circumstances (the “Cure Period”). If Executive does deliver a Notice of Termination of employment for Good Reason as required by Section 4.4 within thirty (30) days after expiration of the Cure Period, then Executive will be deemed to have waived Executive’s right to terminate for Good Reason with respect to such grounds.

4.2 Termination by Company Without Cause or by Executive for Good Reason. The Employment Term and Executive’s employment hereunder may be terminated by Executive for Good Reason or by Company without Cause. In the event of such termination, Executive shall be entitled to receive the Accrued Amounts, and, subject to Executive’s compliance with Section 5 of this Agreement and Exhibit 1 hereto and further subject to Executive’s timely execution and non-revocation (if applicable) of a release of claims in favor of Company, its affiliates, and their respective officers and directors in a form provided by Company (the “Release”), Executive shall be entitled to receive the following:

(a) a lump sum payment equal to one-twelfth of Executive’s Base Salary for every year that Executive has been employed (including, for purposes of this section only Executive’s employment period with NetSapiens prior to the Effective Date, in this computation), up to a maximum of one year of Executive’s Base Salary.

(b) If Executive timely and properly elects health continuation coverage under the Consolidated Omnibus Budget Reconciliation Act of 1985 (“COBRA”), Company shall reimburse Executive for the monthly COBRA premium paid by Executive for one year following termination and election of COBRA continuation benefits.

(c) The treatment of any outstanding equity awards shall be determined in accordance with the terms of the Crexendo Inc. 2013 Long-Term Incentive Stock Option Plan or any successor plan and the applicable award agreements.

4.3 Death or Disability.

(a) Executive’s employment hereunder shall terminate automatically upon Executive’s death during the Employment Term, and Company may terminate Executive’s employment on account of Executive’s Disability.

(b) If Executive’s employment is terminated during the Employment Term on account of Executive’s death or Disability, Executive (or Executive’s estate and/or beneficiaries, as the case may be) shall be entitled to receive the Accrued Amounts.

(c) Notwithstanding any other provision contained herein, all payments made in connection with Executive’s Disability shall be provided in a manner which is consistent with federal and state law.

(d) For purposes of this Agreement, “Disability” shall mean Executive’s inability, due to physical or mental incapacity, to perform the essential functions of Executive’s job, with or without reasonable accommodation, for one hundred twenty (120) consecutive days. Any question as to the existence of Executive’s Disability as to which Executive and Company cannot agree shall be determined in writing by a qualified independent physician mutually acceptable to Executive and Company. The determination of Disability made in writing to Company and Executive shall be final and conclusive for all purposes of this Agreement.

4.4 Notice of Termination. Any termination of Executive’s employment hereunder by Company or by Executive during the Employment Term (other than termination pursuant to 14.3 on account of Executive’s death) shall be communicated by written notice of termination (“Notice of Termination”) to the other party hereto in accordance with 1 15. The Notice of Termination shall specify:

(a) the termination provision of this Agreement relied upon;

(b) to the extent applicable, the facts and circumstances claimed to provide a basis for termination of Executive’s employment under the provision so indicated; and

(c) the applicable date of termination, which shall be no less than ten (10) days following the date on which the Notice of Termination is delivered if Company terminates Executive’s employment without Cause, or no less than fifteen (15) days following the date on which the Notice of Termination is delivered if Executive terminates Executive’s employment with or without Good Reason.

4.5 Resignation From Certain Other Positions. Upon termination of Executive’s employment hereunder for any reason, Executive shall be deemed to automatically have resigned from all positions that Executive holds as an officer of Company or any of its affiliates, or member of the Board (or a committee thereof) of any of the Company’s affiliates, but not the Board of the Company.

5. Additional Covenants. Where permitted by applicable state and local law, Executive shall enter into and abide by that certain agreement attached hereto as Exhibit 1 hereto.

6. Arbitration. Any dispute, controversy, or claim arising out of or related to Executive’s employment by Company, or termination of employment, including but not limited to claims arising under or related to this Agreement or any breach of this Agreement, and any alleged violation of federal, state, or local statute, regulation, common law, or public policy, shall be submitted to and decided by binding arbitration. Arbitration shall be administered exclusively by the American Arbitration Association (“AAA”) and shall be conducted within 50 miles of the city in which Executive principally worked for Company and consistent with the employment arbitration rules in effect by AAA at the time the arbitration is commenced, except as modified by this Agreement. Except for claims seeking injunctive relief to enforce the terms of Exhibit 1 hereto, which the Parties agree may be brought in any state or federal court of competent jurisdiction or in arbitration, the Parties otherwise waive the right to have their disputes heard or decided by a jury or in a court trial and the right to pursue any class or collective action or representative claims against each other in court, arbitration, or any other proceeding. Any arbitral award determination shall be final and binding upon the parties.

7. Governing Law. This Agreement, for all purposes, shall be construed in accordance with the laws of the State in which Executive principally worked for Company.

8. Entire Agreement. Unless specifically provided herein, this Agreement contains all of the understandings and representations between Executive and Company pertaining to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.

9. Modification and Waiver. No provision of this Agreement may be amended or modified unless such amendment or modification is agreed to in writing and signed by Executive and Company. No waiver by either of the parties of any breach by the other party hereto of any condition or provision of this Agreement to be performed by the other party hereto shall be deemed a waiver of any similar or dissimilar provision or condition at the same or any prior or subsequent time.

10. Severability. Should any provisions of this Agreement be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provisions hereof, and if such provision or provisions are not modified as provided above, this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had not been set forth herein.

11. Captions. Captions and headings of the sections and paragraphs of this Agreement are intended solely for convenience and no provision of this Agreement is to be construed by reference to the caption or heading of any section or paragraph.

12. Counterparts. This Agreement may be executed in separate counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument.

13. Section 409A.

13.1 General Compliance. This Agreement is intended to comply with Section 409A of the Internal Revenue Code, or an exemption thereunder, and shall be construed and administered in accordance with such intent. Notwithstanding any other provision of this Agreement, payments provided under this Agreement may only be made upon an event and in a manner that complies with Section 409A or an applicable exemption. Any nonqualified deferred compensation payments under this Agreement that may be excluded from Section 409A either as separation pay due to an involuntary separation from service or as a short-term deferral shall be excluded from Section 409A to the maximum extent possible. Any payments to be made under this Agreement upon a termination of employment shall only be made upon a “separation from service” under Section 409A. Notwithstanding the foregoing, Company makes no representations that the payments and benefits provided under this Agreement comply with Section 409A, and in no event shall Company be liable for all or any portion of any taxes, penalties, interest, or other expenses that may be incurred by Executive on account of non-compliance with Section 409A.

13.2 Specified Employees. Notwithstanding any other provision of this Agreement, if any payment or benefit provided to Executive in connection with Executive’s termination of employment is determined to constitute “nonqualified deferred compensation” within the meaning of Section 409A and Executive is determined to be a “specified employee” as defined in Section 409A(a)(2)(b)(i), then such payment or benefit shall not be paid until the first payroll date to occur following the six-month anniversary of the date of Executive’s termination or, if earlier, on Executive’s death (the “Specified Employee Payment Date”). The aggregate of any payments that would otherwise have been paid before the Specified Employee Payment Date and interest on such amounts calculated based on the applicable federal rate published by the Internal Revenue Service for the month in which Executive’s separation from service occurs shall be paid to Executive in a lump sum on the Specified Employee Payment Date and thereafter, any remaining payments shall be paid without delay in accordance with their original schedule.

13.3 Reimbursements. To the extent required by Section 409A, each reimbursement or in-kind benefit provided under this Agreement shall be provided in accordance with the following:

(a) the amount of expenses eligible for reimbursement, or in-kind benefits provided, during each calendar year cannot affect the expenses eligible for reimbursement, or in-kind benefits to be provided, in any other calendar year;

(b) any reimbursement of an eligible expense shall be paid to Executive on or before the last day of the calendar year following the calendar year in which the expense was incurred; and

(c) any right to reimbursements or in-kind benefits under this Agreement shall not be subject to liquidation or exchange for another benefit.

14. Successors and Assigns. This Agreement is personal to Executive and shall not be assigned by Executive. Any purported assignment by Executive shall be null and void from the initial date of the purported assignment. Company may assign this Agreement to any successor or assign (whether direct or indirect, by purchase, merger, consolidation, or otherwise) to all or substantially all of the business or assets of Company. This Agreement shall inure to the benefit of Company and permitted successors and assigns.

15. Notice. Notices and all other communications provided for in this Agreement shall be given in writing by personal delivery, electronic delivery, or by registered mail to the parties at the addresses set forth below (or such other addresses as specified by the parties by like notice):

If to Company:

Crexendo, Inc.

1615 S 52nd St, Tempe, AZ 85281

Attn: Jeffrey G. Korn

If to Executive:

To the last known address on file with Company’s HR/payroll departments

16. Representations of Executive. Executive represents and warrants to Company that Executive’s acceptance of employment with Company and the performance of Executive’s duties hereunder will not conflict with or result in a violation of, a breach of, or a default under any contract, agreement, or understanding to which Executive is a party or is otherwise bound. Executive further represents and warrants to Company that Executive’s acceptance of employment with Company and the performance of Executive’s duties hereunder will not violate any non-solicitation, non-competition, or other similar covenant or agreement of a prior employer or third party.

17. Withholding. Company shall have the right to withhold from any amount payable hereunder any federal, state, and local taxes in order for Company to satisfy any withholding tax obligation it may have under any applicable law or regulation.

18. Survival. Upon the expiration or other termination of this Agreement, the respective rights and obligations of the parties hereto shall survive such expiration or other termination to the extent necessary to carry out the intentions of the parties under this Agreement.

19. Acknowledgement of Full Understanding. EXECUTIVE ACKNOWLEDGES AND AGREES THAT EXECUTIVE HAS FULLY READ, UNDERSTAND AND VOLUNTARILY ENTERS INTO THIS AGREEMENT. EXECUTIVE ACKNOWLEDGES AND AGREES THAT EXECUTIVE HAS HAD AN OPPORTUNITY TO ASK QUESTIONS AND CONSULT WITH AN ATTORNEY OF EXECUTIVE’S CHOICE BEFORE SIGNING THIS AGREEMENT.

SIGNATURE PAGE FOLLOWS

[Signature Page to Executive Employment Agreement]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

		Crexendo, Inc.
		By /s/ Jeffrey G. Korn . Name: Jeffrey G. Korn Title: Secretary
	EXECUTIVE
	Signature: /s/ Anand Buch . Print Name: Anand Buch

EXHIBIT 1 TO EMPLOYMENT AGREEMENT

Employee Confidentiality, Post-Termination Restrictions, and Proprietary Rights Agreement

Acknowledgement. Executive understands that the nature of Executive’s position gives Executive access to and knowledge of Confidential Information and places Executive in a position of trust and confidence with Company (as such term is defined in Executive’s Employment Agreement). Executive understands and acknowledges that the intellectual or business services Executive provides to Company are unique, special, or extraordinary and Executive’s employment was material to the parties’ decision to enter into that certain transaction among Crexendo, Inc., Crexendo Merger Sub. Inc., Crexendo Merger Sub, LLC and Netsapiens, Inc. (“Merger Agreement”).

Executive further understands and acknowledges that Company’s employment of Executive and entrustment of Executive with Confidential Information is of great competitive importance and commercial value to Company, and that improper use or disclosure of Company’s Confidential Information by Executive will result in unfair or unlawful competitive activity and irreparable harm to Company.

1. Non-Disparagement. Executive agrees and covenants that Executive will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning Company or its businesses, employees, or officers. The Company agrees and covenants that it will not at any time make, publish, or communicate to any person or entity or in any public forum any defamatory or disparaging remarks, comments, or statements concerning the Executive.

1.1 This Section 1 shall not, in any way, restrict or impede either party from exercising protected rights to the extent that such rights cannot be waived by agreement or from complying with any applicable law or regulation or a valid order of a court of competent jurisdiction or an authorized government agency, provided that such compliance does not exceed that required by the law, regulation, or order. This Section 1 also shall not in any way restrict or impede either party from making truthful statements, statements required or privileged under applicable law or proceeding, or statements made in connection with any action, suit, or other proceeding to enforce or defend its rights and obligations under this Agreement or any agreement referenced herein.

2. Work Product. Executive acknowledges and agrees that all right, title, and interest in and to all writings, works of authorship, technology, inventions, discoveries, processes, techniques, methods, ideas, concepts, research, proposals, materials, and all other work product of any nature whatsoever, that are created, prepared, produced, authored, edited, amended, conceived, or reduced to practice by Executive individually or jointly with others during the Employment Term or during Executive’s employment with Netsapiens, Inc. and relate in any way to the Business or contemplated Business, products, activities, research, or development of Company or result from any work performed by Executive for Company (in each case, regardless of when or where prepared or whose equipment or other resources is used in preparing the same), all rights and claims related to the foregoing, and all printed, physical and electronic copies, and other tangible embodiments thereof (collectively, “Work Product”), as well as any and all rights in and to US and foreign (a) patents, patent disclosures and inventions (whether patentable or not), (b) trademarks, service marks, trade dress, trade names, logos, corporate names, and domain names, and other similar designations of source or origin, together with the goodwill symbolized by any of the foregoing, (c) copyrights and copyrightable works (including computer programs), mask works, and rights in data and databases, (d) trade secrets, know-how, and other confidential information, and (e) all other intellectual property rights, in each case whether registered or unregistered and including all registrations and applications for, and renewals and extensions of, such rights, all improvements thereto and all similar or equivalent rights or forms of protection in any part of the world (collectively, “Intellectual Property Rights”), shall be the sole and exclusive property of Company.

2.1 Work Product includes, but is not limited to, Company information, including plans, publications, research, strategies, techniques, documents, know-how, computer programs, computer applications, software design, web design, work in process, databases, manuals, results, developments, reports, graphics, drawings, sketches, market studies, formulae, notes communications, algorithms, product plans, product designs, styles, inventions, unpublished patent applications, original works of authorship, discoveries, experimental processes, experimental results, specifications, customer information, client information, customer lists, client lists, manufacturing information, marketing information, advertising information, and sales information (all of the foregoing, “Confidential Information”). Executive agrees not to use or disclose or disclose any of Company’s Confidential Information without the prior express written consent of Company or as required by court order or compulsory process; provided that in the case of a judicial or administrative demand for production of Confidential Information, Executive shall notify Company prior to production of Confidential Information so that Company may take steps to protect its right to and interest in the Confidential Information.

Executive’s obligations under this Section 2 are in addition to and do not replace, supersede, or limit Executive’s obligations under federal and state law not to misappropriate Company’s trade secrets.

3. Work Made for Hire; Assignment. Executive acknowledges that, by reason of being employed by Company at the relevant times, to the extent permitted by law, all of the Work Product consisting of copyrightable subject matter is "work made for hire" as defined in 17 U.S.C. § 101 and such copyrights are therefore owned by Company. To the extent that the foregoing does not apply, Executive hereby irrevocably assigns to Company, for no additional consideration, Executive’s entire right, title, and interest in and to all Work Product and Intellectual Property Rights therein, including the right to sue, counterclaim, and recover for all past, present, and future infringement, misappropriation, or dilution thereof, and all rights corresponding thereto throughout the world. Nothing contained in this Agreement shall be construed to reduce or limit Company’s rights, title, or interest in any Work Product or Intellectual Property Rights so as to be less in any respect than that which Company would have had in the absence of this Agreement.

Pursuant to and consistent with Cal. Labor Code § 2870, this Section 3 shall not require that Executive assign or offer to assign any of Executive’s rights in an invention that Executive develops entirely on Executive’s own time without use of Company’s equipment, supplies, facilities, or trade secret information, except for those inventions that either relate at the time of conception or reduction to practice of the invention to the Company’s business, or actual or demonstrably anticipated research or development of Company, or result from any work performed by Executive for the Company.

[Signature Page Follows]

CREXENDO, INC.

By /s/ Jeffrey G. Korn .

Name: Jeffrey G. Korn

Title: Secretary

EXECUTIVE

Signature: /s/ Anand Buch .

Print Name: Anand Buch

Exhibit 10.3

Executive Employment Agreement

This Employment Agreement (“Agreement”) is made and entered into as of this 1st date of June, 2021 (the “Effective Date”), by and between David Wang (“Executive”) and Crexendo, Inc, a Nevada Corporation (“Company”).

WHEREAS, Executive was previously employed by NetSapiens, Inc. (“NetSapiens”);

WHEREAS, following the acquisition of NetSapiens by the Company, Company desires to employ Executive on the terms and conditions set forth herein; and

WHEREAS, Executive desires to be employed by Company on such terms and conditions.

NOW, THEREFORE, in consideration of the mutual covenants, promises, and obligations set forth herein, the parties agree as follows:

2. Position and Duties.

2.1 Position. During the Employment Term, Executive shall serve as the Chief Technology Officer of Company, reporting to Company’s Chief Executive Officer. In such position, Executive shall have such duties, authority, and responsibilities as are consistent with Executive's position and shall carry out and execute such additional lawful duties as are assigned to Executive from time to time.