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Exhibit 4.3  


 
 

WARRANT    
    
    KEYON COMMUNICATIONS HOLDINGS, INC.    
    



	No. 1	 	            Shares




WARRANT TO PURCHASE COMMON STOCK  


VOID AFTER 5:30 P.M., EASTERN

TIME, ON THE EXPIRATION DATE  


THIS WARRANT AND ANY SHARES ACQUIRED UPON THE EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), AND MAY NOT BE
SOLD, PLEDGED, HYPOTHECATED, DONATED OR OTHERWISE TRANSFERRED WITHOUT COMPLIANCE WITH THE REGISTRATION OR QUALIFICATION PROVISIONS OF APPLICABLE FEDERAL AND STATE SECURITIES LAWS OR APPLICABLE
EXEMPTIONS THEREFROM.


        FOR
VALUE RECEIVED, KEYON COMMUNICATIONS HOLDINGS, INC., a Delaware corporation (the "Company"), hereby agrees to sell upon the terms and on the conditions hereinafter set forth,
but no later than 5:30 p.m., Pacific Time, on the Expiration Date (as hereinafter defined), to                        , or
registered assigns (the
"Holder"), under the terms as hereinafter set forth,                        fully
paid and non-assessable shares of the Company's common stock, par
value $0.001 per share (the "Warrant Stock"), at a purchase price of $3.35 per share (the "Warrant
Price"), pursuant to this warrant (this "Warrant"). The number of shares of Warrant Stock to be so issued and the Warrant Price
are subject to adjustment in certain events as hereinafter set forth. The term "Common Stock" shall mean, when used herein, unless the context otherwise
requires, the stock and other securities and property at the time receivable upon the exercise of this Warrant. 


        1.    Exercise of Warrant.    



        (a)   The
Holder may exercise this Warrant according to its terms by surrendering this Warrant to the Company at the address set forth in Section 11, together with the
form of exercise attached hereto duly executed by the Holder, accompanied by cash, certified check or bank draft in payment of the Warrant Price, in lawful money of the United States of America, for
the number of shares of the Warrant Stock specified in such form of exercise, or as otherwise provided in this Warrant, prior to 5:30 p.m., Pacific Time,
on                        , 2010 (the
"Expiration Date"). 


        (b)   This
Warrant may be exercised in whole or in part so long as any exercise in part hereof would not involve the issuance of fractional shares of Warrant Stock. If
exercised in part, the Company shall deliver to the Holder a new Warrant, identical in form, in the name of the Holder, evidencing the right to purchase the number of shares of Warrant Stock as to
which this Warrant has not been exercised, which new Warrant shall be signed by the Chairman, Chief Executive Officer, President or any Vice President of the Company. The term Warrant as used herein
shall include any subsequent Warrant issued as provided herein. 


        (c)   No
fractional shares or scrip representing fractional shares shall be issued upon the exercise of this Warrant. The Company shall pay cash in lieu of fractions with
respect to the Warrants based upon the fair market value of such fractional shares of Common Stock (which shall be the closing price of such shares on the exchange or market on which the Common Stock
is then traded) at the time of exercise of this Warrant. 


        (d)   In
the event of any exercise of the rights represented by this Warrant, a certificate or certificates for the Warrant Stock so purchased, registered in the name of the
Holder, shall be delivered to the Holder within a reasonable time after such rights shall have been so exercised. The person or entity in whose name any certificate for the Warrant Stock is issued
upon exercise 








 




of
the rights represented by this Warrant shall for all purposes be deemed to have become the holder of record of such shares immediately prior to the close of business on the date on which the
Warrant was surrendered and payment of the Warrant Price and any applicable taxes was made, irrespective of the date of delivery of such certificate, except that, if the date of such surrender and
payment is a date when the stock transfer books of the Company are closed, such person shall be deemed to have become the holder of such shares at the opening of business on the next succeeding date
on which the stock transfer books are open. The Company shall pay any and all documentary stamp or similar issue or transfer taxes payable in respect of the issue or delivery of shares of Common Stock
on exercise of this Warrant; provided, however, that the Company shall not be required to pay any tax
that may be payable in respect of any issuance and delivery of shares of Warrant Stock to any Person other than the Holder or with respect to any income tax due by the Holder with respect to any
shares of Warrant Stock. "Person" shall mean any natural person, corporation, division of a corporation, partnership, limited liability company, trust,
joint venture, association, company, estate, unincorporated organization or government or any agency or political subdivision thereof. 




        2.    Disposition of Warrant Stock and Warrant.    



        (a)   The
Holder hereby acknowledges that this Warrant and any Warrant Stock purchased pursuant hereto are, as of the date hereof, not registered: (i) under the Act on
the ground that the issuance of this Warrant is exempt from registration under Section 4(2) of the Act as not involving any public offering or (ii) under any applicable state
securities law because the issuance of this Warrant does not involve any public offering; and that the Company's reliance on the Section 4(2) exemption of the Act and under applicable
state securities laws is predicated in part on the representations hereby made to the Company by the Holder that it is acquiring this Warrant and will acquire the Warrant Stock for investment for its
own account, with no present intention of dividing its participation with others or reselling or otherwise distributing the same, subject, nevertheless, to any requirement of law that the disposition
of its property shall at all times be within its control. 




        The
Holder hereby agrees that it will not sell or transfer all or any part of this Warrant and/or Warrant Stock, except pursuant to an effective registration statement under the Act,
unless and until it shall first have given notice to the Company describing such sale or transfer and furnished to the Company either (i) an opinion of counsel for the Company, which the
Company shall obtain at its own expense, to the effect that the proposed sale or transfer may be made without registration under the Act and without registration or qualification under any state law,
or (ii) an interpretative letter from the Securities and
Exchange Commission to the effect that no enforcement action will be recommended if the proposed sale or transfer is made without registration under the Act. 



        (b)   If,
at the time of issuance of the shares issuable upon exercise of this Warrant, no registration statement is in effect with respect to such shares under applicable
provisions of the Act, the Company may at its election require that the Holder provide the Company with written reconfirmation of the Holder's investment intent and that any stock certificate
delivered to the Holder of a surrendered Warrant shall bear a legend reading substantially as follows: 



"THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 AND MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OR AN OPINION OF COUNSEL SATISFACTORY TO THE ISSUER OF THIS CERTIFICATE THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT." 





        In
addition, so long as the foregoing legend may remain on any stock certificate delivered to the Holder, the Company may maintain appropriate "stop transfer" orders with respect to such
certificates 


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and
the shares represented thereby on its books and records and with those to whom it may delegate registrar and transfer functions. 



        3.    Reservation of Shares.    The Company hereby agrees that at all times there shall be reserved for issuance upon
the exercise of this Warrant such number of shares of its Common Stock as shall be required for issuance upon exercise of this Warrant. The Company further agrees that all shares which may be issued
upon the exercise of the rights represented by this Warrant will be duly authorized and will, upon issuance and against payment of the Warrant Price therefor, be validly issued, fully paid and non
assessable, free from all taxes, liens, charges and preemptive rights with respect to the issuance thereof, other than taxes, if any, in respect of any transfer occurring contemporaneously with such
issuance and other than transfer restrictions imposed by federal and state securities laws. 



        4.    Exchange, Transfer or Assignment of Warrant.    This Warrant is exchangeable, without expense, at the option of
the Holder, upon presentation and surrender hereof to the Company or at the office of its stock transfer agent, if any, for other Warrants of different denominations, entitling the Holder or Holders
thereof to purchase in the aggregate the same number of shares of Common Stock purchasable hereunder. Upon surrender of this Warrant to the Company or at the office of its stock transfer agent, if
any, with an appropriate instrument of assignment duly executed and funds sufficient to pay any transfer tax, the Company shall, without charge, execute and deliver a new Warrant in the name of the
assignee named in such instrument of assignment and this Warrant shall promptly be
canceled. This Warrant may be divided or combined with other Warrants that carry the same rights upon presentation hereof at the office of the Company or at the office of its stock transfer agent, if
any, together with a written notice specifying the names and denominations in which new Warrants are to be issued and signed by the Holder hereof. 


        5.    Capital Adjustments.    This Warrant is subject to the following further provisions: 



        (a)   Until
the earlier of (i) twelve (12) months after the date of this Warrant, (ii) the filing of a registration statement with respect to which the
shares underlying this Warrant are registered for resale, or (iii) the closing of a "firm commitment" or "best efforts" registered public offering by the Company, in the event the Company
issues or sells any shares of any class of the Company's common stock or any warrants or other convertible security pursuant to which shares of any class of the Company's common stock may be acquired
(the "Dilutive Issuance") at a price less than $2.00 per share (the "New Issuance Price"), other than
Excluded Securities, then immediately after such Dilutive Issuance, the Warrant Price then in effect shall be reduced to an amount equal to the product of (i) the New Issuance Price and
(ii) 1.675; provided, however, that if the Warrant Price is adjusted to $2.00 pursuant to
Section 8 below, the Warrant Price shall equal the New Issuance Price. For purposes of this Warrant, "Excluded Securities" shall mean
(i) options to purchase common stock or shares of common stock issued upon exercise of such options to employees, consultants, officers or directors (if in transactions with primarily
non-financing purposes) of this Company directly or pursuant to any stock incentive plan approved by the Company's board of directors, (ii) securities issued upon exercise or
conversion of any convertible securities, options or warrants outstanding on the date hereof, (iii) securities issued or issuable in connection with bona fide strategic transactions entered
into by the Company, whether by merger, consolidation, joint venture, acquisition, sale or purchase of assets, sale, purchase or exchange of stock or otherwise, in each case approved by the Company's
board of directors, (iv) securities issued to service providers (such as investor relations firms) or lessors in consideration for bona fide services provided to the Company in each case that
are approved by the Company's board of directors, or (v) securities issued or issuable pursuant to stock dividends, stock splits or similar transactions. 


        (b)   If
any recapitalization of the Company or reclassification of its Common Stock or any merger or consolidation of the Company into or with a Person, or the sale or
transfer of all or 



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substantially
all of the Company's assets or of any successor corporation's assets to any Person (any such Person being included within the meaning of the term "successor corporation") shall be
effected, at any time while this Warrant remains outstanding and unexpired, then, as a condition of such recapitalization, reclassification, merger, consolidation, sale or transfer, lawful and
adequate provision shall be made whereby the Holder of this Warrant thereafter shall have the right to receive upon the exercise hereof as provided in Section 1 and in lieu of the shares of
Common Stock immediately theretofore issuable upon the exercise of this Warrant, such shares of capital stock, securities or other property as may be issued or payable with respect to or in exchange
for a number of outstanding shares of Common Stock equal to the number of shares of Common Stock immediately theretofore issuable upon the exercise of this Warrant had such recapitalization,
reclassification, merger, consolidation, sale or transfer not taken place, and in each such case, the terms of this Warrant shall be applicable to the shares of stock or other securities or property
receivable upon the exercise of this Warrant after such consummation. 


        (c)   If
the Company at any time while this Warrant remains outstanding and unexpired shall subdivide or combine its Common Stock, the number of shares of Warrant Stock
purchasable upon exercise of this Warrant and the Warrant Price shall be proportionately adjusted. 



        (d)   If
the Company at any time while this Warrant is outstanding and unexpired shall issue or pay the holders of its Common Stock, or take a record of the holders of its
Common Stock for the purpose of entitling them to receive, a dividend payable in, or other distribution of, Common Stock, then (i) the Warrant Price shall be adjusted in accordance with
Section 5(e) and (ii) the number of shares of Warrant Stock purchasable upon exercise of this Warrant shall be adjusted to the number of shares of Common Stock that the Holder
would have owned immediately following such action had this Warrant been exercised immediately prior thereto. 



        (e)   If
the Company shall at any time after the date of issuance of this Warrant distribute to all holders of its Common Stock any shares of capital stock of the Company
(other than Common Stock) or evidences of its indebtedness or assets (excluding cash dividends or distributions paid from retained earnings or current year's or prior year's earnings of the Company)
or rights or warrants to subscribe for or purchase any of its securities (excluding those referred to in the immediately preceding paragraph) (any of the foregoing being hereinafter in this paragraph
called the "Securities"), then in each such case, the Company shall reserve shares or other units of such Securities for distribution to the Holder upon
exercise of this Warrant so that, in addition to the shares of the Common Stock to which such Holder is entitled, such Holder will receive upon such exercise the amount and kind of such Securities
which such Holder would have received if the Holder had, immediately prior to the record date for the distribution of the Securities, exercised this Warrant. 


        (f)    Whenever
the number of shares of Warrant Stock purchasable upon exercise of this Warrant is adjusted, as herein provided, the Warrant Price payable upon the exercise of
this Warrant shall be adjusted to that price determined by multiplying the Warrant Price immediately prior to such adjustment by a fraction (i) the numerator of which shall be the number of
shares of Warrant Stock purchasable upon exercise of this Warrant immediately prior to such adjustment, and (ii) the denominator of which shall be the number of shares of Warrant Stock
purchasable upon exercise of this Warrant immediately thereafter. 


        (g)   The
number of shares of Common Stock outstanding at any given time for purposes of the adjustments set forth in this Section 5 shall exclude any shares then
directly or indirectly held in the treasury of the Company. 


        (h)   The
Company shall not be required to make any adjustment pursuant to this Section 5 if the amount of such adjustment would be less than one percent (1%) of the
Warrant Price in effect immediately before the event that would otherwise have given rise to such adjustment. In such 



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case,
however, any adjustment that would otherwise have been required to be made shall be made at the time of and together with the next subsequent adjustment which, together with any adjustment or
adjustments so carried forward, shall amount to not less than one percent (1%) of the Warrant Price in effect immediately before the event giving rise to such next subsequent adjustment. 



        (i)    Following
each computation or readjustment as provided in this Section 5, the new adjusted Warrant Price and number of shares of Warrant Stock purchasable upon
exercise of this Warrant shall remain in effect until a further computation or readjustment thereof is required. 




        6.    Notice to Holders.    



        (a)   In
case: 



        (i)    the
Company shall take a record of the holders of its Common Stock (or other stock or securities at the time receivable upon the exercise of this Warrant) for the
purpose of entitling them to receive any dividend (other than a cash dividend payable out of earned surplus of the Company) or other distribution, or any right to subscribe for or purchase any shares
of stock of any class or any other securities, or to receive any other right; 


        (ii)   of
any capital reorganization of the Company, any reclassification of the capital stock of the Company, any consolidation with or merger of the Company into another
Person, or any conveyance of all or substantially all of the assets of the Company to another Person; or 


        (iii)  of
any voluntary dissolution, liquidation or winding-up of the Company; 





then,
and in each such case, the Company will mail or cause to be mailed to the Holder hereof at the time outstanding a notice specifying, as the case may be, (i) the date on which a record is
to be taken for the purpose of such dividend, distribution or right, and stating the amount and character of such dividend, distribution or right, or (ii) the date on which such reorganization,
reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up is to take place, and the time, if any is to be fixed, as of which the holders of record of
Common Stock (or such stock or securities at the time receivable upon the exercise of this Warrant) shall be entitled to exchange their shares of Common Stock (or such other stock or securities) for
securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, conveyance, dissolution, liquidation or winding-up. Such notice shall be mailed
at least twenty (20) days prior to the record date therein specified, or if no record date shall have been specified therein, at least twenty (20) days prior to the date of such action,
provided, however, failure to provide any such notice shall not affect the validity of such transaction. 



        (b)   Whenever
any adjustment shall be made pursuant to Section 5 hereof, the Company shall promptly make a certificate signed by its Chairman, Chief Executive Officer,
President, Vice President, Chief Financial Officer or Treasurer, setting forth in reasonable detail the event requiring the adjustment, the amount of the adjustment, the method by which such
adjustment was calculated and the Warrant Price and number of shares of Warrant Stock purchasable upon exercise of this Warrant after giving effect to such adjustment, and shall promptly cause copies
of such certificate to be mailed (by first class mail, postage prepaid) to the Holder of this Warrant. 




        7.    Call by the Company.    This Warrant contains a callable feature requiring the automatic exercise at any time
prior to the Expiration Date if the market price of the Company's common stock is equal to or in excess of the callable price of $6.00 for a period of twenty (20) consecutive days and
there is an effective registration statement covering the Warrant Stock (the "Automatic Exercise"). Upon occurrence of the Automatic Exercise, the
Company shall provide the Holder with notice of such Automatic Conversion ("Automatic Exercise Notice"). Upon receipt of the Automatic Exercise Notice,
the Holder must (a) exercise, in whole or in part, this Warrant within ten (10) days; or (ii) notify the 


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Company
of its intent to transfer this Warrant pursuant to Section 4 of this Warrant. In the event that the Holder elects to transfer this Warrant pursuant to Section 4 of this Warrant,
then the subsequent holder of this Warrant must exercise this Warrant on or before the thirtieth (30) day after notification of intent to transfer this Warrant. If the Holder does not exercise
this Warrant within ten (10) days from receipt of the Automatic Exercise Notice or, in the event that this Warrant has been transferred pursuant to Section 4 of this Warrant, the
subsequent holder of this Warrant does not exercise this Warrant within thirty (30) days after notification of intent to transfer this Warrant, then this Warrant will expire. 


        8.    Reset of Warrant Price.    If the Company fails to record at least $8,500,000 in consolidated pro forma revenue
for the fiscal year ended December 31, 2007, as reported in the Company's Annual Report on Form 10-KSB for such period, the Warrant Price, without any further action on the
part of the Company or the Holder, shall be reduced to $2.00 per share. 


        9.    Loss, Theft, Destruction or Mutilation.    Upon receipt by the Company of evidence satisfactory to it, in the
exercise of its reasonable discretion, of the ownership and the loss, theft, destruction or mutilation of this Warrant and, in the case of loss, theft or destruction, of indemnity reasonably
satisfactory to the Company and, in the case of mutilation, upon surrender and cancellation hereof, the Company will execute and deliver in lieu hereof, without expense to the Holder, a new Warrant of
like tenor dated the date hereof. 


        10.    Warrant Holder Not a Stockholder.    The Holder of this Warrant, as such, shall not be entitled by reason of
this Warrant to any rights whatsoever as a stockholder of the Company. 


        11.    Notices.    Any notice required or contemplated by this Warrant shall be deemed to have been duly given if
transmitted by registered or certified mail, return receipt requested, postage prepaid, or nationally recognized overnight delivery service, to the Company at its principal executive offices: 4067
Dean Martin Drive, Las Vegas, NV 89103, Attention: Chief Executive Officer, or to the Holder at the name and address set forth in the Warrant Register maintained by the Company. 


        12.    Choice of Law.    THIS WARRANT IS ISSUED UNDER AND SHALL FOR ALL PURPOSES BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE INTERNAL LAWS OF
THE STATE OF NEVADA, WITHOUT GIVING EFFECT TO PRINCIPLES OF CONFLICTS OF LAW. 


        13.    Jurisdiction and Venue.    The Company and the Holder, by its acceptance hereof, hereby agree that any dispute
which may arise between them arising out of or in connection with this Warrant 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 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
Warrant 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. 


[Signature
Page Follows] 


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        IN
WITNESS WHEREOF, the Company has duly caused this Warrant to be signed on its behalf, in its corporate name and by its duly authorized officer, as of this    day of July,
2007. 



	

 	
 	

KEYON COMMUNICATIONS HOLDINGS, INC.
	

 	
 	

By:	
 	

 Name: Jonathan Snyder

Title: Chief Executive Officer




7







FORM
OF EXERCISE

(to be executed by the registered holder hereof) 


        The
undersigned hereby exercises the right to purchase                        shares of common stock, par value $0.001 per share
("Common Stock"), of KeyOn Communications Holdings, Inc.
evidenced by the within Warrant Certificate for a Warrant Price of $            per share and herewith makes payment of the Warrant Price in full of
$                        . Kindly issue certificates for
shares of Common Stock (and for the unexercised balance of the Warrants evidenced by the within Warrant Certificate, if any) in accordance with the instructions given below. 



	Dated"	 	 	 	, 200	 	 	 
	 	 	
	 	 	
	 	
 Name:





Instructions
for registration of stock: 



	 	 	
 Name (Please Print)	 	 





	

 	
 	

 	
 	

 	
 	

 
	 	 	Social Security or other identifying Number:	 	 	 	 
	 	 	 	 	
	 	 





	

 	
 	

 	
 	

 	
 	

 
	 	 	Address:	 	 	 	 
	 	 	 	 	
	 	 
	 	 	City, State and Zip Code	 	 





Instructions
for registration of certificate representing the unexercised balance of Warrants (if any): 



	 	 	
 Name (Please Print)	 	 





	

 	
 	

 	
 	

 	
 	

 
	 	 	Social Security or other identifying Number:	 	 	 	 
	 	 	 	 	
	 	 





	

 	
 	

 	
 	

 	
 	

 
	 	 	Address:	 	 	 	 
	 	 	 	 	
	 	 
	 	 	City, State and Zip Code	 	 













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WARRANT KEYON COMMUNICATIONS HOLDINGS, INC.