SUBSCRIPTION AGREEMENT


        
            	
                        To: 

                    	
                        KeyOn Communications Holdings, Inc.

                    
	 	11742 Stonegate Circle
	 	Omaha, NE 68164
	 	Attn: Jonathan Snyder, President and Chief Executive Officer


        


         


        This Subscription Agreement (this “Agreement”) is being delivered to the party identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in KeyOn Communications Holdings, Inc., a Delaware corporation
        (“KeyOn” or the “Company”). 


        
            	
                        1.

                    	
                        SUBSCRIPTION AND CONSIDERATION UNITS

                    


        


        (a)        Subscription. The Subscriber hereby subscribes for the number of Units indicated on page 7 hereof on the terms and conditions described herein. 


        (b)        Units. The Subscriber understands and acknowledges that the purchase price to be remitted to the Company in exchange for the Units shall be set at $0.19 per Unit, for an aggregate purchase price as set forth on page 7 hereof (the “Aggregate Purchase
        Price”). The Subscriber’s delivery of this Agreement to the Company shall be accompanied by payment for the Units subscribed for hereunder, payable in United States Dollars, by wire transfer of immediately available funds delivered contemporaneously with the Subscriber’s delivery of this Agreement to the Company in accordance with the instructions provided on Exhibit A. The Subscriber
        understands and agrees that, subject to Section 2 and applicable laws, by executing this Agreement, it is entering into a binding agreement. 


        
            	
                        2.

                    	
                        THE SUBSCRIBER’S REPRESENTATIONS, WARRANTIES AND COVENANTS

                  


        


        The Subscriber hereby acknowledges, agrees with and represents, warrants and covenants to the Company, as follows:


        (a)        The Subscriber has full power and authority to enter into this Agreement, the execution and delivery of which has been duly authorized, if applicable, and this Agreement constitutes a valid and legally binding obligation of the Subscriber.


        (b)        The Subscriber acknowledges its understanding that the offering and sale of the Securities is intended to be exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), by virtue of Section 4(2) of the Securities Act and the provisions of
        Regulation D promulgated thereunder (“Regulation D”). In furtherance thereof, the Subscriber represents and warrants to the Company and its affiliates as follows:


        (i)         The Subscriber realizes that the basis for the exemption from registration may not be available if, notwithstanding the Subscriber’s representations contained herein, the Subscriber is merely acquiring the Securities for a fixed or determinable period in the future, or for a market rise, or for sale if
        the market does not rise. The Subscriber does not have any such intention.


        (ii)        The Subscriber realizes that the basis for exemption would not be available if the offering is part of a plan or scheme to evade registration provisions of the Securities Act or any applicable state or federal securities laws.


        (iii)       The Subscriber is acquiring the Securities solely for the Subscriber’s own beneficial account, for investment purposes, and not with a view towards, or resale in connection with, any distribution of the Securities.


        (iv)       The Subscriber has the financial ability to bear the economic risk of the Subscriber’s investment, has adequate means for providing for its current needs and contingencies, and has no need for liquidity with respect to an investment in the Company.


        (v)        The Subscriber and the Subscriber’s attorney, accountant, purchaser representative and/or tax advisor, if any (collectively, the “Advisors”) has such knowledge and experience in financial and 

        


        

        

        business matters as to be capable of evaluating the merits and risks of a prospective investment in the Securities. If other than an individual, the Subscriber also represents it has not been organized solely for the purpose of acquiring the Securities.


        (vi)       The Subscriber (together with its Advisors, if any) has received all documents requested by the Subscriber, if any, has carefully reviewed them and understands the information contained therein, prior to the execution of this Agreement.


        (c)        The Subscriber is not relying on the Company or any of its employees, agents, sub-agents or advisors with respect to economic considerations involved in this investment. The Subscriber has relied on the advice of, or has consulted with, only its Advisors. Each Advisor, if any, is capable of evaluating the merits and risks of an
        investment in the Securities, and each Advisor, if any, has disclosed to the Subscriber in writing (a copy of which is annexed to this Agreement) the specific details of any and all past, present or future relationships, actual or contemplated, between the Advisor and the Company or any affiliate or sub-agent thereof.


        (d)        The Subscriber has carefully considered the potential risks relating to the Company and a purchase of the Securities, and fully understands that the Securities are a speculative investment that involve a high degree of risk of loss of the Subscriber’s entire investment.


        (e)        The Subscriber represents, warrants and agrees that the Subscriber will not sell or otherwise transfer any Securities without registration under the Securities Act or an exemption therefrom, and fully understands and agrees that the Subscriber must bear the economic risk of its purchase because, among other reasons, the Securities
        have not been registered under the Securities Act or under the securities laws of any state and, therefore, cannot be resold, pledged, assigned or otherwise disposed of unless they are subsequently registered under the Securities Act and under the applicable securities laws of such states, or an exemption from such registration is available. In particular, the Subscriber is aware that the Securities are “restricted securities,” as such term is defined in Rule 144 promulgated
        under the Securities Act (“Rule 144”), and they may not be sold pursuant to Rule 144 unless all of the conditions of Rule 144 are met. The Subscriber also understands that, except as otherwise provided in Section 5 hereof, the Company is under no obligation to register the Securities on behalf of the Subscriber or to assist the Subscriber in complying with any exemption from registration under the Securities Act or
        applicable state securities laws. The Subscriber understands that any sales or transfers of the Securities are further restricted by state securities laws and the provisions of this Agreement.


        (f)        No oral or written representations or warranties have been made to the Subscriber by the Company or any of its officers, employees, agents, sub-agents, affiliates, advisors or subsidiaries, other than any representations of the Company contained herein, and in subscribing for the Units, the Subscriber is not relying upon any
        representations other than those contained herein.


        (g)        The Subscriber’s overall commitment to investments that are not readily marketable is not disproportionate to the Subscriber’s net worth, and an investment in the Securities will not cause such overall commitment to become excessive.


        (h)        The Subscriber understands and agrees that the certificates for the Securities shall bear substantially the following legend until (i) such Securities shall have been registered under the Securities Act and effectively disposed of in accordance with a registration statement that has been declared effective or (ii) in the opinion of
        counsel for the Company, such Securities may be sold without registration under the Securities Act, as well as any applicable “blue sky” or state securities laws:


        THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR ANY APPLICABLE STATE SECURITIES LAWS. SUCH SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT PURPOSES AND MAY NOT BE OFFERED FOR SALE, SOLD, DELIVERED AFTER SALE, TRANSFERRED, PLEDGED OR HYPOTHECATED IN THE ABSENCE
        OF AN EFFECTIVE REGISTRATION STATEMENT FILED BY THE ISSUER WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION COVERING SUCH SECURITIES UNDER THE SECURITIES ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER THAT SUCH REGISTRATION IS NOT REQUIRED.


         


        
            


            
                	
                            - 2 -

                        


            


             


            

        

        


        

        

        (i)         Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved the Securities. There is no government or other insurance covering any of the Securities.


        (j)         The Subscriber and its Advisors, if any, have had a reasonable opportunity to ask questions of and receive answers from a person or persons acting on behalf of the Company concerning the business, financial condition, results of operations and prospects of the Company, and all such questions have been answered to the full
        satisfaction of the Subscriber and its Advisors, if any.


        (k)        The Subscriber is unaware of, is in no way relying on, and did not become aware of the Subscription opportunity through or as a result of, any form of general solicitation or general advertising including, without limitation, any article, notice, advertisement or other communication published in any newspaper, magazine or similar
        media or broadcast over television or radio, or electronic mail over the Internet, in connection with the Subscription and is not subscribing for Units and did not become aware of the Subscription through or as a result of any seminar or meeting to which the Subscriber was invited by, or any solicitation of a subscription by, a person not previously known to the Subscriber in connection with investments in securities generally.


        (l)         The Subscriber has taken no action that would give rise to any claim by any person for brokerage commissions, finders’ fees or the like relating to this Agreement or the transactions contemplated hereby.


        (m)       The Subscriber is not relying on the Company or any of its employees, agents, or advisors with respect to the legal, tax, economic and related considerations of an investment in the Securities, and the Subscriber has relied on the advice of, or has consulted with, only its own Advisors.


        (n)        The Subscriber acknowledges that any estimates or forward-looking statements or projections furnished by the Company to the Subscriber were prepared by the management of the Company in good faith, but that the attainment of any such projections, estimates or forward-looking statements cannot be guaranteed by the Company or its
        management and should not be relied upon.


        (o)        No oral or written representations have been made, or oral or written information furnished, to the Subscriber or its Advisors, if any, in connection with the offering that are in any way inconsistent with the information contained herein.


        (p)        (For ERISA plans only) The fiduciary of the ERISA plan (the “Plan”) represents that such fiduciary has been informed of and understands the Company’s investment objectives, policies and strategies, and that the decision to invest “plan assets” (as such
        term is defined in ERISA) in the Company is consistent with the provisions of ERISA that require diversification of plan assets and impose other fiduciary responsibilities. The Subscriber or Plan fiduciary (i) is responsible for the decision to invest in the Company; (ii) is independent of the Company and any of its affiliates; (iii) is qualified to make such investment decision; and (iv) in making such decision, the Subscriber or Plan fiduciary has not relied primarily on any advice or
        recommendation of the Company or any of its affiliates.


        (q)        This Agreement is not enforceable by the Subscriber unless it has been accepted by the Company, and the Subscriber acknowledges and agrees that the Company reserves the right to reject any subscription for any reason.


        (r)         The Subscriber will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors, affiliates and shareholders, and each other person, if any, who controls any of the foregoing from and against any and all loss, liability, claim, damage and expense whatsoever (including, but
        not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) (a “Loss”) arising out of or based upon any representation or warranty of the Subscriber contained herein or in any document furnished by the Subscriber to the Company in connection herewith being
        untrue in any material respect or any breach or failure by the Subscriber to comply with any covenant or agreement made by the Subscriber herein or therein; provided, however, that the Subscriber shall not be liable for any Loss that in the aggregate exceeds the value of such Subscriber’s Consideration Shares tendered hereunder.


        (s)        The Subscriber is, and on each date on which the Subscriber continues to own restricted securities from the offering, will be an “Accredited Investor” as defined in Rule 501(a) under the Securities Act. In general, an 


         


        
            


            
                	
                            - 3 -

                        
	 


            

            


            

            

            “Accredited Investor” is deemed to be an institution with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,0000 or $300,000 jointly with his or her spouse.


            (t)         The Subscriber, either alone or together with its representatives, has such knowledge, sophistication and experience in business and financial matters so as to be capable of evaluating the merits and risks of the offering, and has so evaluated the merits and risks of such investment. The Subscriber has not authorized any
            person or entity to act as its Purchaser Representative (as that term is defined in Regulation D of the General Rules and Regulations under the Securities Act) in connection with the offering. The Subscriber is able to bear the economic risk of an investment in the Securities and, at the present time, is able to afford a complete loss of such investment.


            (u)         The foregoing representations, warranties and agreements shall survive the Closing.


            
                	
                            3.

                        	
                            THE COMPANY’S REPRESENTATIONS, WARRANTIES AND COVENANTS

                        


            


            The Company hereby acknowledges, agrees with and represents, warrants and covenants to the Subscriber, as follows:


            (a)        The Company has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. This Agreement has been duly authorized, executed and delivered by the Company and is valid, binding and enforceable against the Company in accordance with its terms.


            (b)        The Securities to be issued to the Subscriber pursuant to this Agreement, when issued and delivered in accordance with the terms of this Agreement, will be duly and validly issued and will be fully paid and non-assessable.


            (c)        Neither the execution and delivery nor the performance of this Agreement by the Company will conflict with the Company’s organizational materials, as amended to date, or result in a breach of any terms or provisions of, or constitute a default under, any material contract, agreement or instrument to which the Company is a
            party or by which the Company is bound.


            (d)        Any information furnished by the Company in connection with the offering is true and correct in all material respects as of its date.


            (e)        The Company acknowledges and agrees that the Subscriber is acting solely in the capacity of an arm’s length purchaser with respect to the Securities and the transactions contemplated hereby. The Company further acknowledges that the Subscriber is not acting as a financial advisor or fiduciary of the Company (or in any
            similar capacity) with respect to this Agreement and the transactions contemplated hereby and any advice given by the Subscriber or any of its representatives or agents in connection with this Agreement and the transactions contemplated hereby is merely incidental to the Subscriber’s purchase of the Units. The Company further represents to the Subscriber that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the
            transactions contemplated hereby by the Company and its representatives.


            (f)        The Company will indemnify and hold harmless the Subscriber and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably
            incurred in investigating, preparing or defending against any claim, lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Company contained herein or in any document furnished by the Company to the Subscriber in connection herewith being untrue in any material respect or any breach or failure by the Company to comply with any covenant or agreement made by the Company to the Subscriber
            in connection therewith, provided, however, that the Company’s liability shall not exceed the value of the Subscriber’s Consideration Shares tendered hereunder.


            (g)         The foregoing representations, warranties and agreements shall survive the Closing.


             


            
                


                
                    	
                                - 4 -

                            


                


                 


                

            

            


            

            

            
                	
                            4.

                        	
                            NOTICES TO THE SUBSCRIBER

                        


            


            (a)        THE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OR THE SECURITIES LAWS OF ANY STATE AND ARE BEING OFFERED AND SOLD IN RELIANCE ON EXEMPTIONS FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND SUCH LAWS. THE SHARES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SEC, ANY STATE SECURITIES COMMISSION OR OTHER
            REGULATORY AUTHORITY, NOR HAVE ANY OF THE FOREGOING AUTHORITIES PASSED UPON OR ENDORSED THE MERITS OF THIS OFFERING OR THE ACCURACY OR ADEQUACY OF ANY INFORMATION FURNISHED IN CONNECTION WITH THIS OFFERING. ANY REPRESENTATION TO THE CONTRARY IS UNLAWFUL.


            (b)        THE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE SECURITIES ACT, AND APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE SUBSCRIBER SHOULD BE AWARE THAT IT MAY BE REQUIRED TO BEAR THE FINANCIAL RISKS OF
            THIS INVESTMENT FOR AN INDEFINITE PERIOD OF TIME.


            
                	
                            5.

                        	
                            MISCELLANEOUS PROVISIONS

                        


            


            (a)        All parties hereto have been represented by counsel, and no inference shall be drawn in favor of or against any party by virtue of the fact that such party’s counsel was or was not the principal draftsman of this Agreement.


            (b)        Each of the parties hereto shall be responsible to pay the costs and expenses of its own legal counsel in connection with the preparation and review of this Agreement and related documentation.


            (c)        Neither this Agreement, nor any provisions hereof, shall be waived, modified, discharged or terminated except by an instrument in writing signed by the party against whom any waiver, modification, discharge or termination is sought.


            (d)        The representations, warranties and agreement of the Subscriber and the Company made in this Agreement shall survive the execution and delivery of this Agreement and the delivery of the Securities.


            (e)        Any party may send any notice, request, demand, claim or other communication hereunder to the Subscriber at the address set forth on the signature page of this Agreement or to the Company at the address set forth above using any means (including personal delivery, expedited courier, messenger service, fax, ordinary mail or
            electronic mail), but no such notice, request, demand, claim or other communication will be deemed to have been duly given unless and until it actually is received by the intended recipient. Any party may change the address to which notices, requests, demands, claims and other communications hereunder are to be delivered by giving the other parties written notice in the manner herein set forth.


            (f)        Except as otherwise provided herein, this Agreement shall be binding upon, and inure to the benefit of, the parties to this Agreement and their heirs, executors, administrators, successors, legal representatives and assigns. If the Subscriber is more than one person or entity, the obligation of the Subscriber shall be joint and
            several and the agreements, representations, warranties and acknowledgments contained herein shall be deemed to be made by, and be binding upon, each such person or entity and its heirs, executors, administrators, successors, legal representatives and assigns. This Agreement sets forth the entire agreement and understanding between the parties as to the subject matter thereof and merges and supersedes all prior discussions, agreements and understandings of any and every nature among
            them.


            (g)         This Agreement is not transferable or assignable by the Subscriber.


            (h)        This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without giving effect to conflicts of law principles.


            (i)         The Company and the Subscriber hereby agree that any dispute that may arise between them arising out of or in connection with this Agreement shall be adjudicated before a court located in Las Vegas, Nevada, and they hereby submit to the exclusive jurisdiction of the federal and state courts of the State of Nevada 


             


            
                


                
                    	
                                - 5 -

                            
	 


                

                


                

                

                located in Las Vegas with respect to any action or legal proceeding commenced by any party, and irrevocably waive any objection they now or hereafter may have respecting the venue of any such action or proceeding brought in such a court or respecting the fact that such court is an inconvenient forum, relating to or arising out of this Agreement or any acts or omissions relating to the sale of the
                securities hereunder, and consent to the service of process in any such action or legal proceeding by means of registered or certified mail, return receipt requested, postage prepaid, in care of the address set forth herein or such other address as either party shall furnish in writing to the other.


                (j)         This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.


                [Signature Pages Follow]


                 


                
                    


                    
                        	
                                    - 6 -

                                


                    


                     


                    

                

                


                

                

                ALL SUBSCRIBERS MUST COMPLETE THIS PAGE


                 


                IN WITNESS WHEREOF, the Subscriber has executed this Agreement on the ____ day of ____________ 2009.


                 


                
                    	
                                ___________________

                            	
                                x $0.19_ for each Unit

                            	
                                = $__________________.

                            
	
                                Shares 

                            	
                                 

                            	
                                Consideration 

                            


                


                 


                Manner in which Title is to be held (Please Check One):


                
                    	
                                1.

                            	
                                ___

                            	
                                Individual

                            	
                                7.

                            	
                                ___

                            	
                                Trust/Estate/Pension or Profit sharing Plan


                                Date Opened:______________

                            
	
                                2.

                            	
                                ___

                            	
                                Joint Tenants with Right of Survivorship

                            	
                                8.

                            	
                                ___

                            	
                                As a Custodian for


                                ________________________________


                                Under the Uniform Gift to Minors Act of the State of


                                ________________________________

                            
	
                                3.

                            	
                                ___

                            	
                                Community Property

                            	
                                9.

                            	
                                ___

                            	
                                Married with Separate Property

                            
	
                                4.

                            	
                                ___

                            	
                                Tenants in Common

                            	
                                10.

                            	
                                ___

                            	
                                Keogh

                            
	
                                5.

                            	
                                ___

                            	
                                Corporation/Partnership/ Limited Liability Company

                            	
                                11.

                            	
                                ___

                            	
                                Tenants by the Entirety

                            
	
                                6.

                            	
                                ___

                            	
                                IRA

                            	
                                 

                            	
                                 

                            	
                                 

                            


                


                 


                ALTERNATIVE DISTRIBUTION INFORMATION


                To direct distribution to a party other than the registered owner, complete the information below. YOU MUST COMPLETE THIS SECTION IF THIS IS AN IRA INVESTMENT.


                Name of Firm (Bank, Brokerage, Custodian):


                Account Name:


                Account Number:


                Representative Name:


                Representative Phone Number:


                Address:


                City, State, Zip:


                 


                
                    


                    
                        	
                                    - 7 -

                                


                    


                     


                    

                

                


                

                

                IF MORE THAN ONE SUBSCRIBER, EACH SUBSCRIBER MUST SIGN.


                INDIVIDUAL SUBSCRIBERS MUST COMPLETE THIS PAGE 8.


                SUBSCRIBERS WHICH ARE ENTITIES MUST COMPLETE PAGE 9.


                EXECUTION BY NATURAL PERSONS


                
                    	
                                _____________________________________________________________________________


                                Exact Name in Which Title is to be Held

                            
	 	 	 
	
                                _________________________________


                                Name (Please Print)

                            	
                                 

                            	
                                _________________________________


                                Name of Additional Purchaser

                            
	 	 	 
	
                                _________________________________


                                Residence: Number and Street

                            	
                                 

                            	
                                _________________________________


                                Address of Additional Purchaser

                            
	 	 	 
	
                                _________________________________


                                City, State and Zip Code

                            	
                                 

                            	
                                _________________________________


                                City, State and Zip Code

                            
	 	 	 
	
                                _________________________________


                                Social Security Number

                            	
                                 

                            	
                                _________________________________


                                Social Security Number

                            
	 	 	 
	
                                _________________________________


                                Telephone Number

                            	
                                 

                            	
                                _________________________________


                                Telephone Number

                            
	 	 	 
	
                                _________________________________


                                Fax Number (if available)

                            	
                                 

                            	
                                ________________________________


                                Fax Number (if available)

                            
	 	 	 
	
                                _________________________________


                                E-Mail (if available)

                            	
                                 

                            	
                                ________________________________


                                E-Mail (if available)

                            
	 	 	 
	
                                __________________________________


                                (Signature)


                                 


                                 

                            	
                                 

                            	
                                ________________________________


                                (Signature of Additional Purchaser)

                            
	
                                ACCEPTED this ___ day of _________ 2009, on behalf of the Company.

                            
	 	 
	
                                 

                            	
                                 


                                By:   _________________________________


                                Name:

                                Title:

                            
	
                                 

                            	
                                 

                            


                


                 


                 


                
                    


                    
                        	
                                    - 8 -

                                


                    


                     


                    

                

                


                

                

                EXECUTION BY SUBSCRIBER WHICH IS AN ENTITY


                (Corporation, Partnership, LLC, Trust, Etc.)


                 


                
                    	
                                _____________________________________________________________________________


                                Name of Entity (Please Print)

                            
	
                                Date of Incorporation or Organization:

                            
	
                                State of Principal Office:

                            
	
                                Federal Taxpayer Identification Number:


                                ____________________________________________


                                Office Address


                                 


                                ____________________________________________


                                City, State and Zip Code


                                 


                                ____________________________________________


                                Telephone Number


                                 


                                ____________________________________________


                                Fax Number (if available)


                                 


                                ____________________________________________


                                E-Mail (if available)

                            
	
                                 

                            	
                                By: _________________________________

                                Name:

                                Title:

                            
	 	 
	
                                [seal]


                                Attest: _________________________________


                                (If Entity is a Corporation)

                            	
                                _________________________________


                                _________________________________


                                Address

                            
	
                                 

                            	
                                 

                            
	
                                ACCEPTED this ____ day of __________ 2009, on behalf of the Company.

                            
	
                                 

                            	
                                 


                                 


                                By: _________________________________

                                Name:

                                Title:

                            


                


                 


                 


                
                    


                    
                        	
                                    - 9 -

                                
	 


                    

                    


                    

                    

                    INVESTOR QUESTIONNAIRE


                    Instructions: Check all boxes below which correctly describe you.


                    
                        	
                                    o

                                	
                                    You are (i) a bank, as defined in Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), (ii) a savings and loan association or other institution, as
                                    defined in Section 3(a)(5)(A) of the Securities Act, whether acting in an individual or fiduciary capacity, (iii) a broker or dealer registered pursuant to Section 15 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), (iv) an insurance company as defined in Section 2(13) of
                                    the Securities Act, (v) an investment company registered under the Investment Company Act of 1940, as amended (the “Investment Company Act”), (vi) a business development company as defined in Section 2(a)(48) of the Investment Company Act, (vii) a
                                    Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301 (c) or (d) of the Small Business Investment Act of 1958, as amended, (viii) a plan established and maintained by a state, its political subdivisions, or an agency or instrumentality of a state or its political subdivisions, for the benefit of its employees and you have total assets in excess of $5,000,000,
                                    or (ix) an employee benefit plan within the meaning of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”) and (1) the decision that you shall subscribe for and purchase shares of common stock and warrants to purchase common stock (the “Units”), is made by a plan
                                    fiduciary, as defined in Section 3(21) of ERISA, which is either a bank, savings and loan association, insurance company, or registered investment adviser, or (2) you have total assets in excess of $5,000,000 and the decision that you shall subscribe for and purchase the Shares is made solely by persons or entities that are accredited investors, as defined in Rule 501 of Regulation D promulgated under the Securities Act
                                    (“Regulation D”) or (3) you are a self-directed plan and the decision that you shall subscribe for and purchase the Units is made solely by persons or entities that are accredited investors.

                                


                    


                    
                        	
                                    o

                                	
                                    You are a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940, as amended.

                                


                    


                    
                        	
                                    o

                                	
                                    You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation, Massachusetts or similar business trust or a partnership, in each case not formed for the specific purpose of making an investment in the Units and
                                    its underlying securities in excess of $5,000,000.

                                


                    


                    
                        	
                                    o

                                	
                                    You are a director or executive officer of KeyOn Communications, Inc.

                                


                    


                    
                        	
                                    o

                                	
                                    You are a natural person whose individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time of your subscription for and purchase of the Units.

                                


                    


                    
                        	
                                    o

                                	
                                    You are a natural person who had an individual income in excess of $200,000 in each of the two most recent years or joint income with your spouse in excess of $300,000 in each of the two most recent years, and who has a reasonable expectation of reaching the same income level in the current year.

                                


                    


                    
                        	
                                    o

                                	
                                    You are a trust, with total assets in excess of $5,000,000, not formed for the specific purpose of acquiring the Units and whose subscription for and purchase of the Units is directed by a sophisticated person as described in Rule 506(b)(2)(ii) of Regulation D.

                                


                    


                    
                        	
                                    o

                                	
                                    You are an entity in which all of the equity owners are persons or entities described in one of the preceding paragraphs.

                                


                    


                     


                    
                        


                        
                            	
                                        - 10 -

                                    


                        


                         


                        

                    

                    


                    

                    

                    Check all boxes below which correctly describe you.


                    With respect to this investment in the Units, your:


                    
                        	
                                     

                                	
                                    Investment Objectives: 

                                	
                                    x Aggressive Growth

                                	
                                    x Speculation

                                


                    


                    
                        	
                                     

                                	
                                    Risk Tolerance: 

                                	
                                    o Low Risk 

                                	
                                    o Moderate Risk 

                                	
                                    x High Risk

                                


                    


                    
                        	
                                    Are you associated with a NASD Member Firm? 

                                	
                                    o Yes 

                                	
                                    o No

                                


                    


                    Your initials (purchaser and co-purchaser, if applicable) are required for each item below:


                    
                        	
                                    ____   ____  

                                	
                                    I/We understand that this investment is not guaranteed.

                                


                    


                    
                        	
                                    ____   ____  

                                	
                                    I/We are aware that this investment is not liquid.

                                


                    


                    
                        	
                                    ____   ____  

                                	
                                    I/We are sophisticated in financial and business affairs and are able to evaluate the risks and merits of an investment in this offering.

                                


                    


                    
                        	
                                    ____   ____  

                                	
                                    I/We confirm that this investment is considered “high risk.” (This type of investment is considered high risk due to the inherent risks including lack of liquidity and lack of diversification.  Success or failure of private placements such as this is dependent on the corporate issuer of these securities
                                    and is outside the control of the investors. While potential loss is limited to the amount invested, such loss is possible.)

                                


                    


                     


                    The Subscriber hereby represents and warrants that all of its answers to this Investor Questionnaire are true as of the date of its execution of the Subscription Agreement pursuant to which it purchased the Units.


                    
                        	
                                    

                                    

                                    ___________________________________

                                    Name of Purchaser [please print]


                                    ___________________________________


                                    Signature of Purchaser (Entities please


                                    provide signature of Purchaser’s duly


                                    authorized signatory.)


                                    ___________________________________


                                    Name of Signatory (Entities only)


                                    ___________________________________


                                    Title of Signatory (Entities only)

                                	
                                    

                                    

                                    ___________________________________

                                    Name of Co-Purchaser [please print]


                                    ___________________________________


                                    Signature of Co-Purchaser

                                


                    


                     


                     


                    
                        


                        
                            	
                                        - 11 -

                                    


                        


                         


                        

                    

                    


                    

                    

                    VERIFICATION OF INVESTMENT ADVISOR/BROKER


                    I state that I am familiar with the financial affairs and investment objectives of the investor named above and reasonably believe that a purchase of the securities is a suitable investment for this investor and that the investor, either individually or together with his or her purchaser representative, understands the terms of and is able to evaluate the merits of this
                    offering. I acknowledge:


                    
                        	
                                     

                                	
                                    (a)

                                	
                                    that I have reviewed the Subscription Agreement and forms of securities presented to me, and attachments (if any) thereto;

                                


                    


                    
                        	
                                     

                                	
                                    (b)

                                	
                                    that the Subscription Agreement and attachments thereto have been fully completed and executed by the appropriate party; and

                                


                    


                    
                        	
                                     

                                	
                                    (c)

                                	
                                    that the subscription will be deemed received by the Company upon acceptance of the Subscription Agreement.

                                


                    


                    
                        	
                                     

                                	
                                    Deposit securities from this offering directly to purchaser’s account?

                                	
                                    o Yes 

                                	
                                    o No

                                
	 	If “Yes,” please indicate the account number : _____________________________________	 	 


                    

                    


                    
                        	 	 
	
                                    _____________________________________

                                	
                                    ____________________________________

                                
	Broker/Dealer	Account Executive
	 	 
	
                                    _____________________________________

                                	
                                    ____________________________________

                                
	(Name of Broker/Dealer)	(Signature)
	 	 
	
                                    _____________________________________

                                	
                                    ____________________________________

                                
	(Street Address of Broker/Dealer Office)	(Print Name)
	 	 
	
                                    _____________________________________

                                	
                                    ____________________________________

                                
	(City of Broker/Dealer Office) (State) (Zip)	(Representative I.D. Number)
	 	 
	
                                    _____________________________________

                                	
                                    ____________________________________

                                
	(Telephone Number of Broker/Dealer Office)	(Date)
	 	 
	
                                    _____________________________________

                                	
                                    ____________________________________

                                
	(Fax Number of Broker/Dealer Office)	(E-mail Address of Account Executive)


                    


                     


                     


                    
                        


                        
                            	
                                        - 12 -