EXHIBIT
      4.3

     

    AMENDMENT
      NO. 2 TO RIGHTS AGREEMENT

    


    This
      Amendment No. 2 to Rights Agreement (this “Amendment”) dated as of November 24,
      2008, amends the Rights Agreement between Internet America, Inc., a Texas
      corporation (the “Company”), and American Stock Transfer & Trust Company, a
      New York company (the “Rights Agent”) dated August 9, 2004, as amended by
      Amendment No. 1 to Rights Agreement dated as of December 10, 2007 (as amended,
      the “Agreement”). Capitalized terms used but not defined herein shall have the
      meanings assigned to them in the Agreement.

    


    RECITALS

    


    1.
      Pursuant to the Agreement, the Board of Directors of the Company authorized
      and
      declared a dividend, and thereby directed the issuance, of a Right to purchase
      one Common Share for and in respect of each Common Share outstanding, upon
      the
      occurrence of the events and subject to the conditions set forth in the
      Agreement.

    


    2.
      The
      Board of Directors has approved the issuance of shares of Company common stock
      pursuant to the terms and conditions set forth in the Agreement and Plan of
      Merger (the “Merger Agreement”) dated as of November 14, 2008 between the
      Company and KeyOn Communications Holdings, Inc. (“KeyOn”) providing for the
      merger of a wholly owned subsidiary of the Company with and into KeyOn (the
      “Merger”).

     

    3.
      The
      consummation by the Company of the transactions contemplated by the Merger
      Agreement could make KeyOn, its shareholders or their affiliates (collectively,
      the “KeyOn Affiliates”) an “Acquiring Person” or constitute a “Flip-In Event”
under the Rights Agreement; 

    


    4.
      The
      Rights Agreement provides that the Company may, in its sole and absolute
      discretion, and the Rights Agent shall, if the Company so directs, supplement
      or
      amend the Rights Agreement without the approval of any holders of Right
      Certificates to make any provisions with respect to the Rights which the Company
      may deem necessary or desirable.

     

              5.
      The Board of Directors desires to amend the Rights Agreement to assure that
      the
      transactions contemplated by the Merger Agreement will not make KeyOn, its
      shareholders or affiliates an “Acquiring Person” or constitute a “Flip-In Event”
under the Rights Agreement.

     

              6.
      The board of directors of the Company has determined it advisable and in the
      best interest of its stockholders to enter into this Amendment to enable the
      Company to consummate the transactions contemplated by the Merger
      Agreement.

     

    AGREEMENT

    


    Section
      1. Acquiring
      Person.
      The
      definition of Acquiring Person in Section 1(a) of the Agreement is hereby
      amended to add the following sentence as the last sentence of such definition:
      

    


    “Neither
      KeyOn Communications Holdings, Inc., a Delaware corporation (“KeyOn”), nor any
      of its Affiliates or Associates shall become an Acquiring Person as a result
      of the execution and delivery by the parties thereto of that certain
      Agreement and Plan of Merger by and among KeyOn, IA Acquisition, Inc. and the
      Company dated as of November 14, 2008, as the same may be hereinafter amended
      from time to time (the “Merger Agreement”) or the consummation of any of
      the transactions contemplated by the Merger Agreement.” 

    


    Section
      2. Beneficial
      Owner.
      Section
      1(c) of the Agreement is hereby amended to add the following sentence as the
      last sentence of such definition: 

    


    “Notwithstanding
      anything in this Agreement to the contrary, neither KeyOn nor any of their
      Affiliates or Associates shall become a Beneficial Owner as a result of the
      execution and delivery by the parties thereto of the Merger Agreement
      or the consummation of any of the transactions contemplated by the Merger
      Agreement.”

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Section
      3. Adjustment
      of Purchase Price.
      Section
      11(a)(i) of the Agreement is hereby amended to add the following sentence as
      the
      last sentence of such section: 

     

    “Notwithstanding
      anything in this Agreement to the contrary, neither the execution and
      delivery of the Merger Agreement, nor the consummation of any of the
      transactions contemplated by the Merger Agreement, shall constitute a
      reclassification of the Common Shares.” 

     

    Section
      4. Binding
      Agreement.
      Except
      as expressly amended hereby, the Agreement remains in full force and effect
      as
      of the date hereof.

    


    IN
      WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly
      executed and attested, all as of the day and year first above written.


    


    
      	
              INTERNET
                AMERICA, INC.

            
	 	 
	
              By:

            	
              /s/
                William E. Ladin, Jr.

            
	 	
              William
                E. Ladin, Jr., Chief Executive Officer

            
	 	 
	
              AMERICAN
                STOCK TRANSFER & TRUST COMPANY

            
	 	 
	
              By:
                /s/ Felix Orihuela

            
	
              Felix
                Orihuela, Vice President

            


    

     

    
      
        
        

      

      
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