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