Exhibit
10.1


 


BRIDGE NOTE PURCHASE
AGREEMENT


 


                                This BRIDGE NOTE
PURCHASE AGREEMENT (this “Agreement”) between each purchaser identified
on the signature pages hereto (each, including its successors and assigns, a “Lender”
and collectively the “Lenders”) and KeyOn Communications Holdings, Inc.,
a Delaware corporation (the “Company”), is made as of November 6,
2007.  The Lenders and the Company, each
intending to be legally bound, hereby agree as follows:


WITNESSETH


                WHEREAS,
in order to provide bridge financing for the Company, the Company desires to
(i) sell promissory notes in the aggregate principal amount of up to Seven
Hundred Fifty Thousand Dollars ($750,000), in substantially the form set forth
on Exhibit A hereto (each note, a “Note” and, multiple notes,
collectively, the “Notes”) and (ii) issue Warrants (as hereinafter
defined), in substantially the form set forth on Exhibit B hereto, to
purchase shares of the Company’s common stock, $.001 par value per share (the “Common
Shares”), subject to the terms and conditions set forth herein and therein
(the “Offering”).


 


                NOW,
THEREFORE, in consideration of the mutual covenants and agreements set forth
herein, the Company and the Lenders hereby agree as follows.


 


1.             Commitments to Purchase Notes
and Issue Warrants.


1.1.          Subject to and upon the terms and
conditions set forth herein, each Lender with a Commitment (as hereinafter
defined), severally and not jointly, agrees to purchase from the Company a Note
or Notes, which Note or Notes shall be several, not joint, obligations of the
Lenders. For purposes hereof, “Commitment” shall mean, for each Lender, an
irrevocable commitment to provide the Company with the amount set forth
opposite such Lender’s name in Schedule I directly below the heading
entitled “Commitment”. The Notes shall be due and payable on the earlier of (a)
November     , 2008 or (b) upon consummation of a
transaction (or series of related transactions) after the date of this
Agreement in which the Company issues and sells shares of its capital stock or
securities convertible into shares of capital stock in exchange for aggregate
gross proceeds of not less than $5 million (the “Subsequent Offering”).


1.2.          Subject to and upon the terms and
conditions set forth herein, the Company shall issue each of the Lenders listed
on Schedule I hereto, severally and not jointly, warrants (a) to purchase one
(1) share of the Company’s Common Shares for every Eight Dollars ($8.00) of
such Lender’s Commitment and (b) having an exercise price equal to the greater
of (i) $6.70 per shares or (ii) the price per Common Share sold to investors in
a Subsequent Offering that occurs on or before December 31, 2007 and term of
five (5) years (the “Warrants”).


The
Notes and Warrants are speculative, and investment therein involves a high
degree of risk. Each Lender is urged to carefully consider 


 

















 


the business and prospects of the
Company. Each Lender must be prepared to bear the economic risk of its
investment for an indefinite period and be able to withstand a total loss of
its investment.


2.             Draw Down Notice. Each
Lender shall fund its respective Note upon three (3) business day’s prior
written notice (a “Notice of Draw-Down”). Moreover, no later than 1:00
P.M. Eastern Time on the date specified in a Notice of Draw-Down, the recipient
of such Notice of Draw-Down shall deliver to the Company, in immediately
available funds, the amount set forth in the Notice of Draw-Down (the “Draw
Down Amount”), up to such Lender’s unfunded Commitment. The failure of any
Lender to deliver the Draw Down Amount on the date specified in any Notice of
Draw-Down shall cause the automatic forfeiture of such Lender’s unexercised
Warrants. Notwithstanding anything to the contrary contained herein, the
Company may not submit a Notice of Draw-Down following the Maturity Date (as
defined in the Note).


3.             Representations and Warranties
of the Company.  The Company
represents and warrants to Lenders as follows, in each case as of the date
hereof:


3.1.          The Company is duly organized, validly
existing and in good standing under the laws of the jurisdiction of its
organization with full power and authority to own, lease, license and use its
properties and assets and to carry out the business in which it proposes to
engage.


3.2.          The Company has all requisite corporate
power and authority to execute, deliver and perform its obligations under this
Agreement and to issue and sell the Notes and Warrants hereunder, and the
Common Shares issuable upon exercise of the Warrants (collectively, the “Subject
Securities”). All necessary proceedings of the Company have been duly taken
to authorize the execution, delivery, and performance of this Agreement, the
Notes and the Warrants (collectively, the “Transaction Documents”). The
Transaction Documents have been duly authorized by the Company and, when
executed and delivered by the Company, will constitute the legal, valid and
binding obligation of the Company enforceable against the Company in accordance
with their terms. The Subject Securities are duly authorized, and when issued
pursuant to the Transaction Documents, will be validly issued.


3.3.          No consent of any party to any
contract, agreement, instrument, lease or license to which the Company is a
party or to which any of its properties or assets are subject is required for
the execution, delivery or performance by the Company of any of the Transaction
Documents or the issuance and sale of the Subject Securities.


3.4.          The execution, delivery and
performance of Transaction Documents and the issuance and sale of the Subject Securities
will not violate or result in a breach of, or entitle any party (with or
without the giving of notice or the passage of time or both) to terminate or
call a default under any contract or agreement to which the Company is a party
or violate or result in a breach of any term of the certificate of
incorporation or by-laws of the Company, or, assuming compliance with
applicable state securities or “blue sky” laws, violate any law, rule,
regulation, order, judgment or decree binding upon, the Company, or to which
any of its operations, businesses, properties or assets are subject, the
breach, termination or violation of which, or default under which,


 


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would have a material
adverse effect on the operations, business, properties or assets of the
Company.


3.5.          Except to the extent modified by the
Offering, the Company’s capitalization is disclosed in the SEC Filings (as
defined below).


3.6.          There are no brokerage commissions,
finder’s fees or similar fees or commissions payable by the Company in
connection with the sale of the Subject Securities to Lender based on any
agreement, arrangement or understanding with or known to the Company.


3.7.          Except as would not reasonably be
expected to have a Material Adverse Effect (as defined below), the Company is
not in violation or default of any provisions of its certificate of
incorporation or bylaws, as may be amended, as applicable, any instrument,
judgment, order, writ or decree, or any material provision of any contract or
agreement, to which it is a party or by which it is bound or of any provision
of federal, state or local statute, rule or regulation applicable to the
Company or its business.  Except as would
not reasonably be expected to have a Material Adverse Effect, the execution,
delivery and performance of the Transaction Documents and the consummation of
the transactions contemplated thereby will not result in any such violation or
be in conflict with or constitute, with or without the passage of time and
giving of notice, either a default under any such provision, instrument,
judgment, order, writ, decree, contract or agreement, or require any consent,
waiver or approval thereunder, or constitute an event which results in the
creation of any lien, charge or encumbrance upon any assets of the Company.


3.8.          Except as disclosed in the SEC
Filings, the Company is not a party to any litigation, action, suit, proceeding
or investigation, nor, to the knowledge of the Company, has any litigation,
action, suit, proceeding or investigation been threatened against the Company
where such litigation, action, suit, proceeding or investigation would, if
adversely determined, reasonably be expected to (a) have a material adverse
affect on the financial condition of the Company or (b) have a material adverse
effect on the ability of the Company to perform its obligations under this
Agreement or any of the other Transaction Documents (either (a) or (b), a “Material
Adverse Effect”).


3.9.          The Company has good and marketable title
to its properties and assets held in each case free and clear of all liens,
pledges, security interests, encumbrances, attachments or charges of any kind
(each a “Lien”), except for (a) Liens for taxes that are not yet due and
payable, (b) Liens that do not or are not reasonably likely to result in a
Material Adverse Effect or (c) Liens disclosed in the SEC Filings (Liens
described in clauses (a), (b) and (c) are referred to as “Permitted Liens”).  With respect to the property and assets it
leases, the Company is in compliance with such leases and, to the best of the
Company’s knowledge, the Company holds valid leasehold interests in such
property and assets free and clear of any Liens of any other party other than
the lessors of such property and assets, except for Permitted Liens.


 


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3.10.        Except as disclosed in the Financial
Statements (as defined below), incurred pursuant to the sale of the Subject
Securities or incurred in the ordinary course of business, the Company has no
obligations or liabilities of any kind (absolute or contingent, direct or
indirect) pursuant to any agreement of any kind related to any indebtedness of
any kind.


3.11.        The Company owns, free and clear of all
Liens other than Permitted Liens, or is licensed or otherwise possesses legally
enforceable rights to use, all patents, trademarks, trade names, service marks
and copyrights material to the operation of the Company’s business, and any
applications related to any of the foregoing.


3.12.        All reports required to be filed by the
Company since and including the Company’s Current Report on Form 8-K filed with
the Securities and Exchange Commission on August 10, 2007, to and including the
date hereof (collectively, the “SEC Filings”) have been duly filed with
the Securities and Exchange Commission, complied at the time of filing in all
material respects with the requirements of their respective forms and were
complete and correct in all material respects as of the dates at which the information
was furnished, and contained (as of such dates) no untrue statement of a
material fact or omitted to state a material fact necessary in order to make
the statements contained therein, in light of the circumstances under which
they were made, not misleading.


3.13.        The financial statements and supporting
schedules (the “Financial Statements”) included in the Company’s Current
Report on Form 8-K filed with the Securities and Exchange Commission on August
10, 2007, as amended on September 24, 2007, are complete and correct in all
material respects and present fairly the financial position of the Company as
of the dates specified and the results of operations for the periods specified,
in each case, in conformity with generally accepted accounting principles
applied on a consistent basis during the periods involved, except as indicated
therein or in the notes thereto. Since June 30, 2007, there has not been,
except where it was either disclosed in the SEC Filings or would not reasonably
be expected to have a Material Adverse Effect, (a) any payment of dividends on,
or other distribution with respect to, or any direct or indirect redemption,
purchase or acquisition of, any shares of the capital stock or other securities
of the Company, (b) any disposition of any tangible or intangible material
asset of the Company, (c) any damage, destruction or loss (whether or not
covered by insurance) of any material asset of the Company, or (d) any change
in the accounting methods, practices or policies followed by the Company or any
change in depreciation or amortization policies or rates theretofore adopted,
which has not been adequately provided for or disclosed in the Financial
Statements.


4.             Representations, Warranties and
Covenants of Lender.  Each Lender
hereby represents and warrants to, and agrees with, the Company as follows:


4.1.          The Subject Securities are being
offered and issued pursuant to an exemption from the registration requirements
of the Securities Act of 1933, as amended (the “Securities Act”), provided
by Section 4(2) of such Act. Such Lender is an “Accredited Investor” (as
defined in Rule 501 promulgated under the Securities Act), and 


 


 


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the Company is relying on
the representations made such Lender in this Agreement in determining the
availability of such exemption.


4.2.          Each of the Transaction Documents to
which such Lender is party has been duly executed and delivered by such Lender
and constitutes the legal, valid and binding obligation of such Lender,
enforceable against such Lender in accordance with its terms.


4.3.          Neither the execution, delivery nor
performance of the Transaction Documents by such Lender violates or conflicts
with, creates (with or without the giving of notice or the lapse of time, or
both) a default under or a lien or encumbrance upon any of such Lender’s assets
or properties pursuant to, or requires the consent, approval or order of any
government or governmental agency or other person or entity under (a) any note,
indenture, lease, license or other agreement to which such Lender is a party or
by which it or any of its assets or properties is bound or (b) any statute,
law, rule, regulation or court decree binding upon or applicable to such Lender
or its assets or properties.


4.4.          Such Lender has received, read
carefully and is familiar with the Transaction Documents and the SEC Filings.


4.5.          Such Lender is familiar with the
business, plans and financial condition of the Company; such Lender has
received all materials that have been requested by such Lender; such Lender has
had a reasonable opportunity to ask questions of the Company and its
representatives, and the Company has answered to the satisfaction of such
Lender all inquiries that such Lender or such Lender’s representatives have put
to it. Such Lender has had access to all additional information that such
Lender has deemed necessary to verify the accuracy of the information set forth
in this Agreement and the SEC Filings, and has taken all the steps necessary to
evaluate the merits and risks of an investment as proposed under this
Agreement.


4.6.          Such Lender acknowledges that the
commitment to purchase the Subject Securities pursuant hereto is and shall be
irrevocable and the agreements contained herein shall survive the insolvency,
death or disability of such Lender.


4.7.          Such Lender has prior investment
experience, including investment in securities which are non-listed,
unregistered and/or not traded on an automated quotation system; such Lender
recognizes the highly speculative nature of an investment in the Subject
Securities; and such Lender is able to bear the economic risk which Lender
hereby assumes.


4.8.          Such Lender understands the various
risks of an investment in the Company as proposed herein and can afford to bear
such risks, including, without limitation, the risks of losing the entire
investment.


4.9.          Such Lender acknowledges that such
Lender has been informed by the Company of, or is otherwise familiar with, the
nature of the limitations imposed by the Securities Act and the rules and
regulations thereunder on the transfer of the Subject Securities. In
particular, such Lender agrees that no sale, assignment or transfer of any of


 


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the Subject Securities
acquired by such Lender shall be valid or effective, and the Company shall not
be required to give any effect to such a sale, assignment or transfer, unless
(a) the sale, assignment or transfer of such Subject Securities is registered
under the Securities Act, it being understood that the Subject Securities are
not currently registered for sale and that the Company has no obligation to so
register the Subject Securities; (b) the Subject Securities are sold, assigned
or transferred in accordance with all the requirements and limitations of an
exemption from registration under the Securities Act. Such Lender further
understands that an opinion of counsel satisfactory to the Company and other
documents may be required to transfer the Subject Securities.


4.10.        Such Lender acknowledges that the
Subject Securities to be acquired will be subject to a stop transfer order and
any certificate or certificates evidencing any Subject Securities shall bear
the following or a substantially similar legend and such other legends as may
be required by state blue sky laws:


“THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY
STATE SECURITIES LAWS.  SUCH SECURITIES
MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED OR OTHERWISE
TRANSFERRED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT
TO SUCH SECURITIES UNDER THE SECURITIES ACT OR AN AVAILABLE EXEMPTION FROM THE
REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.  ANY SUCH TRANSFER MAY ALSO BE SUBJECT TO
COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS.”


4.11.        Such Lender will acquire the Subject
Securities for such Lender’s own account (or, if such individual is married,
for the joint account of such Lender and such Lender’s spouse either in joint
tenancy, tenancy by the entirety or tenancy in common) for investment and not
with a view to the sale or distribution thereof or the granting of any
participation therein in violation of the securities laws, and has no present
intention of distributing or selling to others any of such interest or granting
any participation therein in violation of the securities laws.


4.12.        Such Lender is not relying on any
representations and warranties of the Company other than those in this
Agreement.


4.13.        Such Lender is not entering into this
Agreement or purchasing the Subject Securities as a result of or subsequent to
any advertisement, article, notice or other communication published in any
newspaper, magazine or similar media or broadcast over television or radio, or
presented at any seminar or meeting, or any solicitation by a person other than
a representative of the Company with which such Lender had a pre-existing
relationship in connection with investments in securities generally.


4.14.        Such Lender is not relying on the
Company or its officers, directors or professional advisors for advice with
respect to the tax and other economic considerations of an investment.


 


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4.15.        Such Lender understands that the net
proceeds from the sale of the Subject Securities may be used for such purposes
as the Company determines from time to time.


4.16.        Such Lender has not engaged any broker
or other person or entity that is entitled to a commission, fee or other
remuneration as a result of the execution, delivery or performance of this
Agreement.


4.17.        Such Lender represents, warrants and
covenants to the Company as set forth in Schedule 4.17, which is
incorporated herein by reference.


5.             Indemnification.


5.1.          General.  Each Lender understands the meaning and legal
consequences of the representations, warranties and agreements contained in
this Agreement and the other Transaction Documents, including without
limitation Section 4 hereof, and agrees to indemnify and hold harmless
the Company and each officer, director, partner, employee, agent and
controlling person of the Company, past, present or future, from and against
any and all loss, damage or liability (collectively, “Losses”) due to or
arising out of a breach of any such representation, warranty or agreement.  The Company shall indemnify and hold harmless
each Lender and each officer, director, partner, employee, agent and
controlling person of such Lender, past, present or future, from and against
any and all Losses due to or arising out of a breach of any representation,
warranty or agreement by the Company in this Agreement or any other Transaction
Document.


5.2.          Limitation on Indemnification.  The maximum amount payable by each Lender, on
the one hand, or the Company, on the other hand, to all indemnified parties in
respect of claims made for indemnification under Section 5.1 shall not
exceed, in the aggregate, the funded Commitment advanced by such Lender
hereunder.


5.3.          Sole Remedy.  The parties hereto agree and acknowledge that
the indemnification rights provided in this Section 5 shall be the
exclusive remedy of each party hereto against each other party hereto for
breaches of the representations and warranties contained in this Agreement except
with respect to (a) claims involving fraud or (b) any injunctive relief to
which any party may be entitled.


5.4.          Notice.  (a)             A
party which is entitled to indemnification under this Section 5 (in such
capacity, individually and collectively, an “Indemnified Party”) with
respect to any Loss shall give written notice thereof to the party required to
provide such indemnification hereunder (in such capacity, individually and
collectively, an “Indemnifying Party”) promptly after receipt of any
written claim by any third party and in any event not later than twenty (20)
business days after receipt of any such written claim (or not later than ten
(10) business days after the receipt of any such written claim in the event
such written claim is in the form of a formal complaint filed with a court of
competent jurisdiction and served on the Indemnified Party), specifying in
reasonable detail the amount, nature and source of the claim, and including
therewith copies of any


 


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notices or other
documents received from third parties with respect to such claim; provided, however, that
failure to give such notice shall not limit the right of an Indemnified Party
to recover indemnity or reimbursement except to the extent that the
Indemnifying Party suffers any prejudice or harm with respect to such claim as
a result of such failure.  The
Indemnified Party shall also provide the Indemnifying Party with such further
information concerning any such claims as the Indemnifying Party may reasonably
request by written notice.


5.5.          Payment of Losses.  Within thirty (30) calendar days after
receiving notice of a claim for indemnification or reimbursement, the
Indemnifying Party shall, by written notice to the Indemnified Party, either (a)
concede or deny liability for the claim in whole or in part, or (b) in the case
of a claim asserted by a third party, advise that the matters set forth in the
notice are, or will be, subject to contest or legal proceedings not yet finally
resolved.  If the Indemnifying Party
concedes liability in whole or in part, it shall, within twenty (20) business
days of such concession, pay the amount of the claim to the Indemnified Party
to the extent of the liability conceded. 
Any such payment shall be made in immediately available funds equal to
the amount of such claim so payable.  If
the Indemnifying Party denies liability in whole or in part or advises that the
matters set forth in the notice are, or will be, subject to contest or legal
proceedings not yet finally resolved, then the Indemnifying Party shall make no
payment (except for the amount of any conceded liability payable as set forth
above) until the matter is resolved in accordance with this Agreement.


5.6.          Defense of Claims.  In the case of any third party claim, if
within 20 days after receiving the notice described in Section 5.4, the
Indemnifying Party or Parties (a) gives written notice to the Indemnified Party
stating that the Indemnifying Party would be liable under the provisions hereof
for indemnity in the amount of such claim if such claim were valid and that the
Indemnifying Party disputes and intends to defend against such claim, liability
or expense at the Indemnifying Party’s own cost and expense and (b) provides
assurance reasonably acceptable to such Indemnified Party that such
indemnification will be paid fully and promptly if required and such
Indemnified Party will not incur cost or expense during the proceeding, then
the Indemnifying Party shall be entitled to assume the defense of such claim
and to choose counsel for the defense (subject to the consent of such
Indemnified Party which consent shall not be unreasonably withheld) and such
Indemnified Party shall not be required to make any payment with respect to
such claim, liability or expense as long as the Indemnifying Party is
conducting a good faith and diligent defense at its own expense; provided,
however, that the assumption of the defense of any such matters by the
Indemnifying Party shall relate solely to the claim, liability or expense that
is subject or potentially subject to indemnification.  If the Indemnifying Party assumes such
defense in accordance with the preceding sentence, it shall have the right to
settle (provided that any such settlement which results in any adverse
consequences to the Indemnified Party shall require the consent of such
Indemnified Party, which consent shall not be unreasonably withheld) all
indemnifiable matters related to claims by third parties which are susceptible
to being settled provided the Indemnifying Party’s obligation to indemnify such
Indemnified Party therefor will be fully satisfied by payment of money by the
Indemnifying Party pursuant to a settlement which includes a complete release
of such


 


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Indemnified Party.  The Indemnified Party shall not settle any
claim with respect to which the Indemnifying Party has assumed the defense,
without the prior written consent of the Indemnifying Party.  The Indemnifying Party shall keep such Indemnified
Party apprised of the status of the claim, liability or expense and any
resulting suit, proceeding or enforcement action, shall furnish such
Indemnified Party with all documents and information that such Indemnified
Party shall reasonably request and shall consult with such Indemnified Party
prior to acting on major matters, including settlement discussions.  Notwithstanding anything herein stated, such
Indemnified Party shall at all times have the right to participate in, but not
control, such defense at its own expense directly or through counsel; provided, however, if the
named parties to the action or proceeding include both the Indemnifying Party
and the Indemnified Party and representation of both parties by the same
counsel would be inappropriate under applicable standards of professional
conduct, the reasonable expense of separate counsel for such Indemnified Party
shall be paid by the Indemnifying Party provided that such Indemnifying Party
shall be obligated to pay for only one such counsel.  If no such notice of intent to dispute and
defend is given by the Indemnifying Party, or if such diligent good faith
defense is not being or ceases to be conducted, such Indemnified Party may
undertake the defense of (with counsel selected by such Indemnified Party and
paid by the Indemnifying Party), and shall have the right to compromise or
settle, such claim, liability or expense (exercising reasonable business
judgment) with the consent of the Indemnifying Party, which consent shall not
be unreasonably withheld.  Such
Indemnified Party shall make available all information and assistance that the
Indemnifying Party may reasonably request and shall cooperate with the
Indemnifying Party in such defense.


6.             Transferability.  Neither this Agreement, nor any interest of
any Lender herein, shall be assignable or transferable by any such Lender in
whole or in part except by operation of law. 
Any attempt to assign or transfer this agreement or any interest therein
other than by operation of law shall be void.


7.             Miscellaneous.


7.1.          This Agreement, including the exhibits
hereto, sets forth the entire understanding of the parties with respect to
Lenders’ purchase of the Subject Securities from the Company, supersedes all
existing agreements among them concerning such subject matter, and may be
modified only by a written instrument duly executed by the party to be charged.


7.2.          Except as otherwise specifically
provided herein, any notice or other communication required or permitted to be
given hereunder shall be in writing and shall be mailed by certified mail,
return receipt requested, or by Federal Express, Express Mail or similar
guaranteed overnight delivery or courier service or delivered in person against
receipt to the party to whom it is to be given,


(a)           if to the Company,


KeyOn
Communications Holdings, Inc.


11742
Stonegate Circle


Omaha,
Nebraska 68164


 


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Attn:
Jonathan Snyder


(b)           if
to Lender, at the address set forth on the signature page hereof,


or in either case, to such other address as the party
shall have furnished in writing in accordance with the provisions of this Section
7.2.  Any notice given by means
permitted by this Section 7.2 shall be deemed given at the time of
receipt thereof at the address specified in this Section 7.2.


7.3.          Each party to this Agreement
acknowledges that Haynes and Boone, LLP, counsel to the Company, has in the
past represented and may now or in the future represent one or more of the
Lenders or their affiliates in matters unrelated to the transactions
contemplated by this Agreement (the “Financing”). The applicable rules
of professional conduct require that Haynes and Boone, LLP inform the parties
hereunder of this representation and obtain their consent. Haynes and Boone,
LLP has served as counsel to the Company and has negotiated the terms of the
Financing solely on behalf of the Company. The Company and each Lender hereby
(i) acknowledge that they have had an opportunity to ask for and have obtained
information relevant to such representation, including disclosure of the
reasonably foreseeable adverse consequences of such representation; (ii)
acknowledge that with respect to the Financing, Haynes and Boone, LLP has
represented solely the Company, and not any Lender or any stockholder, director
or employee of the Company or any Lender; and (iii) gives its informed written
consent to Haynes and Boone, LLP’s representation of the Company in the
Financing.


7.4.          This Agreement shall be binding upon
and inure to the benefit of the parties hereto, the successors and assigns of
the Company, and the permitted successors, assigns, heirs and personal
representatives of Lender, not including, however, any transferees of the
Subject Securities.


7.5.          The headings in this Agreement are
solely for convenience of reference and shall be given no effect in the
construction or interpretation of this Agreement.


7.6.          This Agreement may be executed in any
number of counterparts, each of which shall be deemed an original, but all of
which together shall constitute one and the same instrument.


7.7.          This Agreement shall be governed by
and construed in accordance with the laws of the State of Nevada, without
giving effect to principles governing conflicts of law that would defer to the
substantive law of another jurisdiction.


7.8.          In the event that any provision of
this Agreement shall be determined to be illegal or unenforceable, that
provision will be limited or eliminated to the minimum extent necessary so that
this Agreement shall otherwise remain in full force and effect and enforceable.


7.9.          Except as otherwise expressly set
forth herein, this Agreement does not create, and shall not be construed as
creating, any rights enforceable by any person not a party to this Agreement.


7.10.        The parties hereto irrevocably consent
to the jurisdiction of the courts of the State of Nevada and of any federal
court located in such State in connection with any action or proceeding arising
out of or relating to this Agreement, any document or instrument delivered
pursuant to, in connection with or simultaneously with this Agreement, or a
breach of this Agreement or any such document or instrument.


[Signature
page follows immediately]


 


 


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SIGNATURE PAGE


IN
WITNESS WHEREOF,
the parties hereto have executed this Agreement, which shall be effective as
the date first set forth above.


	
   

  	
  KEYON COMMUNICATIONS HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jonathan Snyder

  
	
   

  	
   

  	
  Name: Jonathan Snyder

  
	
   

  	
   

  	
  Title: Chief Executive Officer

  



 


 


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SIGNATURE PAGE TO BRIDGE NOTE PURCHASE AGREEMENT


 


                The
undersigned Lender hereby executes and delivers the Agreement to which this
Signature Page is attached, which Agreement and Signature Page, together with
the Agreements and Signature Pages of the other Lenders, shall constitute
counterpart copies thereof in accordance with the terms of the Agreement


 


	
  Lender

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Barry Honig

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Social Security Number or
  other Taxpayer ID Number)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ Barry Honig

  	
   

  	
   

  
	
  (Signature of Subscriber)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Telephone:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Fax:

  	
   

  	
   

  
					



 


 


 


If the Subject Securities will be held as
joint tenants, tenants in common, or community property, please complete the
following:


 


	
   

  
	
  Print name of spouse or
  other co-subscriber

  
	
   

  
	
   

  
	
  Signature of spouse or
  other co-subscriber

  
	
   

  
	
   

  
	
  Social Security Number or
  other Taxpayer ID Number

  
	
   

  
	
   

  
	
  Print manner in which
  shares will be held