Attached files
Exhibit 4.3
DESCRIPTION OF CAPITAL STOCK
The
following is a description of the capital stock of Crexendo, Inc.
(the “Company”) and certain provisions of the
Company’s Articles of Incorporation, as amended
(“Articles”), Bylaws, as amended
(“Bylaws”), and certain provisions of applicable law.
The following is only a summary and is qualified by applicable law
and by the provisions of the Company’s Articles and Bylaws,
copies of which have been filed with the Securities and Exchange
Commission (“SEC”) and are also available upon request
from the Company.
General
Under
our Articles of Incorporation, as amended, we have authority to
issue up to 30,000,000, par value $0.001 per share, of which
25,000,000 shares shall be designated as Common Shares and
5,000,000 shall be designated as Preferred Stock. Each share of our
common stock has the same relative rights as, and is identical in
all respects to, each other share of our common stock.
Authority
to issue shares is expressly granted to the Board of Directors of
Crexendo, Inc. (or a committee thereof designated by the Board of
Directors pursuant to the Bylaws of Crexendo, Inc. as amended from
time to time) to issue the Preferred Shares from time to time as
Preferred Shares of any series and declare and pay dividends
thereon in accordance with the terms thereof in connection with the
creation of each such series, to fix by resolution or resolutions
providing for the issuance of shares thereof, the number of such
shares, the designations, powers, preferences, and rights
(including voting rights) and the qualifications, limitations, and
restrictions of such series, subject to the full extent and not or
hereafter permitted by the laws of the state of
Nevada.
As of December 31, 2019, 14,884,755 shares of our
common stock were issued and outstanding, and 5,001,214 shares of
common stock were reserved for issuance pursuant to the
Company’s incentive stock-based compensation
plan. Our common stock is listed on
the OTCQX Marketplace. The outstanding shares of our common stock
are validly issued, fully paid and
non-assessable.
As
of December 31, 2019, no shares of our preferred stock were issued
and outstanding. The Company has no present plans to issue any
shares of its preferred stock.
Certain Provisions of the Articles and Bylaws
Annual
Meeting. A meeting of the
shareholders for the election of directors and for the transaction
of such other business as may properly come before the meeting
shall be held at such date, time and place, if any, as shall be
determined by the Board of Directors and stated in the notice of
the meeting.
Notice
of Meetings. Notice of the place, if any, date, hour, the
record date for determining the shareholders entitled to vote at
the meeting (if such date is different from the record date for
shareholders entitled to notice of the meeting) and means of remote
communication, if any, of every meeting of shareholders shall be
given by the Corporation not less than ten days nor more than 60
days before the meeting (unless a different time is specified by
law) to every stockholder entitled to vote at the meeting as of the
record date for determining the shareholders entitled to notice of
the meeting. Notices of special meetings shall also specify the
purpose or purposes for which the meeting has been called. Except
as otherwise provided herein or permitted by applicable law, notice
to shareholders shall be in writing and delivered personally or
mailed to the shareholders at their address appearing on the books
of the Corporation. Without limiting the manner by which notice
otherwise may be given effectively to shareholders, notice of
meetings may be given to shareholders by means of electronic
transmission in accordance with applicable law. Notice of any
meeting need not be given to any stockholder who shall, either
before or after the meeting, submit a waiver of notice or who shall
attend such meeting, except when the stockholder attends for the
express purpose of objecting, at the beginning of the meeting, to
the transaction of any business because the meeting is not lawfully
called or convened. Any stockholder so waiving notice of the
meeting shall be bound by the proceedings of the meeting in all
respects as if due notice thereof had been given.
Voting;
Proxies. Unless otherwise
required by law or the Certificate of Incorporation the election of
directors shall be by decided by a plurality of the votes cast at a
meeting of the shareholders by the holders of stock entitled to
vote in the election. Unless otherwise required by law, the
Certificate of Incorporation or these by-laws, any matter, other
than the election of directors, brought before any meeting of
shareholders shall be decided by the affirmative vote of the
majority of shares present in person or represented by proxy at the
meeting and entitled to vote on the matter. Each stockholder
entitled to vote at a meeting of shareholders or to express consent
to corporate action in writing without a meeting may authorize
another person or persons to act for such stockholder by proxy, but
no such proxy shall be voted or acted upon after three years from
its date, unless the proxy provides for a longer period. A proxy
shall be irrevocable if it states that it is irrevocable and if,
and only as long as, it is coupled with an interest sufficient in
law to support an irrevocable power. A stockholder may revoke any
proxy which is not irrevocable by attending the meeting and voting
in person or by delivering to the secretary of the Corporation a
revocation of the proxy or a new proxy bearing a later date. Voting
at meetings of shareholders need not be by written
ballot.
Written Consent of Shareholders Without a Meeting.
The Bylaws provide
that any action to be taken at any annual or special meeting of
shareholders may be taken without a meeting, without prior notice
and without a vote, if a consent or consents in writing, setting
forth the action to be so taken, shall be signed by the holders of
outstanding stock having not less than the minimum number of votes
that would be necessary to authorize or take such action at a
meeting at which all shares entitled to vote thereon were present
and voted and shall be delivered (by hand or by certified or
registered mail, return receipt requested) to the Corporation by
delivery to its registered office in the State of Nevada, its
principal place of business or an officer or agent of the
Corporation having custody of the book in which proceedings of
meetings of shareholders are recorded. Every written consent shall
bear the date of signature of each stockholder who signs the
consent, and no written consent shall be effective to take the
corporate action referred to therein unless, within 60 days of the
earliest dated consent delivered in the manner required by the
By-laws, written consents signed by a sufficient number of holders
to take action are delivered to the Corporation as aforesaid.
Prompt notice of the taking of the corporate action without a
meeting by less than unanimous written consent shall, to the extent
required by applicable law, be given to those shareholders who have
not consented in writing, and who, if the action had been taken at
a meeting, would have been entitled to notice of the meeting if the
record date for notice of such meeting had been the date that
written consents signed by a sufficient number of holders to take
the action were delivered to the Corporation.
Right of
Indemnification. The Bylaws
provide that Each director or officer of the corporation, whether
or not then in office, and any person whose testator or intestate
was such a director or officer, shall be indemnified by the
corporation for the defense of, or in connection with, any
threatened, pending or completed actions or proceedings and appeals
therein, whether civil, criminal, administrative or investigative,
in accordance with and to the fullest extent permitted by the
Business Corporation Law of the State of Nevada or other applicable
law, as such law now exists or may hereafter be adopted or amended,
against, without limitation, all judgments, fines, amounts paid in
settlements, and all expenses, including attorneys' and other
experts' fees, costs and disbursements, actually and reasonably
incurred by such person as a result of such action or proceeding,
or actually and reasonably incurred by such
person.
Dividends.
Subject to applicable law and the
Certificate of Incorporation, dividends upon the shares of capital
stock of the Corporation may be declared by the Board of Directors
at any regular or special meeting of the Board of Directors.
Dividends may be paid in cash, in property or in shares of the
Corporation's capital stock, unless otherwise provided by
applicable law or the Certificate of
Incorporation.
Transfer Agent.
The transfer agent and registrar for
our common stock is Direct Transfer,
LLC, One Glenwood Ave, Suite
1001, Raleigh, NC 27603.