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
9
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