AGREEMENT OF MERGER AND PLAN OF REORGANIZATION BY AND AMONG GRANT ENTERPRISES, INC. KEYON ACQUISITION CORP. and KEYON COMMUNICATIONS INC. Dated as of August 9, 2007Merger Agreement • August 10th, 2007 • KeyOn Communications Holdings Inc. • Electric housewares & fans • New York
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made and entered into on August 9, 2007, by and among GRANT ENTERPRISES, INC., a Delaware corporation (“Parent”), KEYON ACQUISITION CORP., a Delaware corporation (“Acquisition Corp.”), which is a wholly-owned subsidiary of Parent, and KEYON COMMUNICATIONS INC., a Nevada corporation (the “Company”).
INDEMNITY AGREEMENTIndemnity Agreement • August 23rd, 2011 • KeyOn Communications Holdings Inc. • Communications services, nec • Delaware
This Indemnity Agreement, dated as of August __, 2011, is made by and between KeyOn Communications Holdings, Inc., a Delaware corporation (the “Company”), and ___________________ (the “Indemnitee”).
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 10th, 2007 • KeyOn Communications Holdings Inc. • Electric housewares & fans • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of August 9, 2007, is made by and between Grant Enterprises, Inc., a Delaware corporation (“Seller”), and each of Richard S. Carrigan, Aileen D. Carrigan and Patrick E. Carrigan (collectively, “Buyers”).
ASSET PURCHASE AND SALE AGREEMENT between KeyOn Communications Holdings, Inc. as Buyer, and ERF Wireless, Inc., as Seller Dated as of February 10, 2011Asset Purchase and Sale Agreement • February 11th, 2011 • KeyOn Communications Holdings Inc. • Communications services, nec • Delaware
THIS ASSET PURCHASE AND SALE AGREEMENT (“Agreement”) is made as of the 10th day of February, 2011 by and between KeyOn Communications Holdings, Inc., a corporation formed and existing under the laws of the State of Delaware (“Buyer”), on the one hand and ERF Wireless, Inc., a corporation formed and existing under the laws of the State of Nevada (“Seller”), on the other. Buyer and Seller are hereinafter, at times, collectively referred to as the “Parties” and individually as a “Party.”
SUBSCRIPTION AGREEMENTSubscription Agreement • October 29th, 2009 • KeyOn Communications Holdings Inc. • Communications services, nec • Nevada
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”). Each Unit shall consist of 1 share of common stock, par value $0.001 per share (the “Shares”). For purposes of this Agreement, the term “Securities” shall refer to the Units and the Shares.
SECURITY AGREEMENTSecurity Agreement • December 1st, 2010 • KeyOn Communications Holdings Inc. • Communications services, nec • California
THIS SECURITY AGREEMENT (this “Agreement”), dated as of February 5, 2010, is made between KEYON COMMUNICATIONS HOLDINGS, INC., a Delaware corporation (“Debtor”) and THE CALIFORNIA CAPITAL LIMITED PARTNERSHIP, a California limited partnership (“Secured Party”).
KeyOn Communications Inc. 11742 Stonegate Circle Omaha, Nebraska 68164Selling Agreement • August 10th, 2007 • KeyOn Communications Holdings Inc. • Electric housewares & fans • Nevada
The undersigned, KeyOn Communications Inc., a Nevada corporation ("Corporation"), by this letter confirms its agreement (the "Agreement") with WFG Investments, Inc., a Texas Corporation (the "Broker-Dealer"), regarding the Broker-Dealer acting as a placement agent in connection with an offering of up to $2.5 million of units consisting of shares of common stock and warrants to purchase common stock (the "Units") under the terms set forth in those certain Subscription Agreements, in the form attached hereto as Exhibit A, and all exhibits and supplements thereto (the "Offering Materials") prepared by Corporation and delivered to you for distribution to the offerees. The Units are to be offered on a "Best Efforts, Minimum- Maximum" basis with respect to all Units. The Units will be offered and sold in accordance with 17 CFR 203.506 ("Rule 506"), promulgated under Regulation D of the Securities Act 1933, as amended.
WARRANT TO PURCHASE COMMON STOCKWarrant Agreement • June 10th, 2009 • KeyOn Communications Holdings Inc. • Communications services, nec
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.
KEYON COMMUNICATIONS HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • December 1st, 2010 • KeyOn Communications Holdings Inc. • Communications services, nec • California
THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of February 5, 2010 by and among KeyOn Communications Holdings, Inc., a Delaware corporation (the “Company”), and The California Capital Limited Partnership, a California limited partnership (the “Investor”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • December 1st, 2010 • KeyOn Communications Holdings Inc. • Communications services, nec • California
THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is entered into as of February 1, 2010, by and among KEYON COMMUNICATIONS HOLDINGS, INC., a Delaware corporation (the “Company”) and THE CALIFORNIA CAPITAL LIMITED PARTNERSHIP, a California limited partnership (the “Investor”).
GUARANTYGuaranty • December 1st, 2010 • KeyOn Communications Holdings Inc. • Communications services, nec • California
THIS GUARANTY (“Guaranty”), dated as of February 5, 2010, is made by each of the undersigned guarantors (each a “Guarantor” and, collectively, the “Guarantors”), in favor of THE CALIFORNIA CAPITAL LIMITED PARTNERSHIP, a California limited partnership (“Lender”).
LICENSE AGREEMENTLicense Agreement • November 2nd, 2005 • Grant Enterprises Inc. • Electric housewares & fans • Nevada
This License Agreement (“Agreement”) is entered into as of June 1, 2003 by and between Orleans Casino, with its principal address at 3550 Tropicana Ave 89102 (“Licensor”), and Grant Enterprises LLC, a Nevada Limited Liability Company, with its principal address at 9195 Sangria Lane, Las Vegas, Nevada 89147 (“Licensee”).
GRANT ENTERPRISES, INC. OPTION AGREEMENTOption Agreement • November 2nd, 2005 • Grant Enterprises Inc. • Electric housewares & fans • Delaware
THIS AGREEMENT (this “Agreement”) is entered into as of September 1, 2005 (the “Date of Grant”), by and between GRANT ENTERPRISES, INC., a Delaware corporation (the “Company” or “Optionor”), and SHAHIN SHADMER. (the “Optionee”).
SUBSCRIPTION AGREEMENTSubscription Agreement • August 10th, 2007 • KeyOn Communications Holdings Inc. • Electric housewares & fans • Nevada
This Subscription Agreement (this “Agreement”) is being delivered to the purchaser identified on the signature page to this Agreement (the “Subscriber”) in connection with its investment in a to be identified public company (“Pubco”) that will acquire all of the issued and outstanding capital stock of KeyOn Communications, Inc., a Nevada corporation (“KeyOn”), and succeed to the business of KeyOn as its sole line of business (on a combined, post-acquisition basis, Pubco and its subsidiary, KeyOn, are collectively referred to as the “Company”). The Company is conducting a private placement (the “Offering”) of up to $2,500,000 of units (“Units”), but in no event less than $1,500,000; provided, however, that the Company may, in its sole discretion, accept subscriptions for more than $2,500,000 of Units. Each Unit shall consist of (i) 1 share of common stock, par value $0.001 per share (the “Shares”) and (ii) a callable five year warrant to purchase 0.5 of one share of common stock at an e
AGREEMENT AND PLAN OF MERGERMerger Agreement • November 18th, 2008 • KeyOn Communications Holdings Inc. • Communications services, nec • Texas
This Agreement and Plan of Merger (this “Agreement”), dated as of November 14, 2008, is by and among INTERNET AMERICA, INC., a Texas corporation (“Internet America”), IA ACQUISITION, INC., a Delaware corporation wholly owned by Internet America (“AcquisitionSub”), and KEYON COMMUNICATIONS HOLDINGS, INC., a Delaware corporation (“KeyOn”).
ContractSecurities Agreement • June 15th, 2011 • KeyOn Communications Holdings Inc. • Communications services, nec • Nevada
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
AMENDMENT TO WARRANT TO PURCHASE COMMON STOCKWarrant Amendment • February 28th, 2011 • KeyOn Communications Holdings Inc. • Communications services, nec
THIS AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK (the “Amendment”) is made as of February __, 2011, by and between KeyOn Communications Holdings, Inc., a Delaware corporation (the “Company”) and ______________, (the “Holder”).
KEYON COMMUNICATIONS HOLDINGS, INC. 11742 Stonegate Circle Omaha, Nebraska 68164Termination Letter • December 11th, 2007 • KeyOn Communications Holdings Inc. • Communications services, nec
AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT BETWEEN KEYON COMMUNICATIONS, INC. AND WELLS RURAL ELECTRIC COMPANY (“AMENDMENT”)Asset Purchase and Sale Agreement • May 19th, 2011 • KeyOn Communications Holdings Inc. • Communications services, nec
AMENDMENT TO ASSET PUCHASE AND SALE AGREEMENT, dated as of May 17, 2011 (the “Agreement”), by and between KeyOn Communications, Inc., a Nevada company (“KeyOn”) on the one hand, and Wells Rural Electric Company, a Nevada cooperative (“WREC”), on the other hand. Each of KeyOn and WREC is hereinafter sometimes referred to as a “Party” and together as the “Parties”.
Master Electronic Equipment Lease Lessor: Data Sales Company Name of Lessee: KeyOn Communications LLC Master Lease No. 3-9993 Street Address: 4067 Industrial Road Date: 08/18/05 City, State & Zip Code: Las Vegas, NV 89103Master Electronic Equipment Lease • August 10th, 2007 • KeyOn Communications Holdings Inc. • Electric housewares & fans
BRIDGE NOTE PURCHASE AGREEMENTBridge Note Purchase Agreement • November 7th, 2007 • KeyOn Communications Holdings Inc. • Communications services, nec • Nevada
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:
AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT BETWEEN KEYON COMMUNICATION HOLDINGS, INC. AND TECNOLOGY SPECIALIST GROUP, INC. (“AMENDMENT”)Asset Purchase and Sale Agreement • February 22nd, 2011 • KeyOn Communications Holdings Inc. • Communications services, nec
AMENDMENT TO ASSET PUCHASE AND SALE AGREEMENT, dated as of July 2, 2010 (the “Agreement”), by and between KeyOn Communications Holdings, Inc., a Delaware company (“KeyOn”) on the one hand, and Technology Specialists Group, Inc., an Illinois company (“TSG”), on the other hand. Each of KeyOn and TSG is hereinafter sometimes referred to as a “Party” and together as the “Parties”.
DISTRIBUTOR AGREEMENTDistributor Agreement • November 2nd, 2005 • Grant Enterprises Inc. • Electric housewares & fans • Nevada
ASSET PURCHASE AND SALE AGREEMENT between KeyOn Communications Holdings, Inc. as Buyer, and Ridgeview Tel, LLC, as Seller Dated as of December ___, 2009Asset Purchase and Sale Agreement • December 22nd, 2009 • KeyOn Communications Holdings Inc. • Communications services, nec • Colorado
THIS ASSET PURCHASE AND SALE AGREEMENT (“Agreement”) is made as of the ____ day of December, 2009 by and between KeyOn Communications Holdings, Inc., a corporation formed and existing under the laws of the State of Delaware, or a wholly-owned subsidiary thereof (“Buyer”), on the one hand and Ridgeview Tel, LLC a limited liability company formed and existing under the laws of the State of Colorado (“Seller”), on the other. Buyer and Seller are hereinafter, at times, collectively referred to as the “Parties” and individually as a “Party.”
SECURITY AGREEMENT AND PROMISSORY NOTESecurity Agreement and Promissory Note • November 24th, 2010 • KeyOn Communications Holdings Inc. • Communications services, nec • Utah
This Security Agreement and Promissory Note (this “Agreement”) is entered into between Keyon Communications, Inc. (hereinafter referred to as “Borrower”) and ZIONS CREDIT CORPORATION DBA NSB EQUIPMENT FINANCE (hereinafter referred to as “Lender”).
FORM OF INDEMNITY AGREEMENTIndemnification & Liability • August 10th, 2007 • KeyOn Communications Holdings Inc. • Electric housewares & fans • Delaware
This Indemnity Agreement, dated as of August __, 2007, is made by and between KeyOn Communications Holdings, Inc., a Delaware corporation (the “Company”), and ___________________ (the “Indemnitee”).
AGREEMENT OF CONVEYANCE, TRANSFER AND ASSIGNMENT OF ASSETS AND ASSUMPTION OF OBLIGATIONSAgreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations • August 10th, 2007 • KeyOn Communications Holdings Inc. • Electric housewares & fans • Delaware
This Agreement of Conveyance, Transfer and Assignment of Assets and Assumption of Obligations (“Transfer and Assumption Agreement”) is made as of August 9, 2007, by Grant Enterprises, Inc., a Delaware corporation (“Assignor”), and Grant Enterprises, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Assignor (“Assignee”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 15th, 2011 • KeyOn Communications Holdings Inc. • Communications services, nec • Nevada
This Asset Purchase Agreement (this “Agreement”), dated as of June 10, 2011, is entered into by and among: (i) KeyOn Comm X LLC,., a Nevada LLC (“KeyOn CommX”) and KeyOn Communications Holdings, Inc., a Delaware corporation (“Holdings”) (collectively known as “Purchaser”); (ii) CommX Holdings, Inc., a Florida corporation (“CommX Holdings”); (iii) CommX, Inc., a Florida corporation (“CommX Inc.”); and (iv) Communications Xchange, LLC, a Florida limited liability company, (“Xchange”) and together with CommX Holdings and CommX known as “Seller” or “CommX”.
ContractSecurities Agreement • May 12th, 2009 • KeyOn Communications Holdings Inc. • Communications services, nec • New York
THIS SECURITY HAS NOT BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.
ASSET PURCHASE AND SALE AGREEMENT between KeyOn Communications Holdings, Inc. as Buyer, and Affinity Wireless Solutions, LLC, as Seller Dated as of December ___, 2009Asset Purchase and Sale Agreement • December 22nd, 2009 • KeyOn Communications Holdings Inc. • Communications services, nec • Iowa
THIS ASSET PURCHASE AND SALE AGREEMENT (“Agreement”) is made as of the ____ day of December, 2009 by and between KeyOn Communications Holdings, Inc., a corporation formed and existing under the laws of the State of Delaware, or a wholly-owned subsidiary thereof (“Buyer”), on the one hand and Affinity Wireless Solutions, LLC a limited liability company formed and existing under the laws of the State of Iowa (“Seller”), on the other. Buyer and Seller are hereinafter, at times, collectively referred to as the “Parties” and individually as a “Party.”
ASSET PURCHASE AND SALE AGREEMENT between KeyOn Communications Holdings, Inc. as Buyer, and Digital Bridge Communications Corporation Digital Bridge Spectrum Corp. and Digital Bridge Spectrum II, LLC as Seller Dated as of July22, 2011Asset Purchase Agreement • July 27th, 2011 • KeyOn Communications Holdings Inc. • Communications services, nec • Delaware
This Asset Purchase Agreement (together with all exhibits and schedules, the “Agreement”), dated as of July 22, 2011 (the “Effective Date”), is made by and between DigitalBridge Communications Corporation, a Delaware corporation Digital Bridge Spectrum Corp., a Delaware corporation and Digital Bridge Spectrum II, LLC a Delaware limited liability company (collectively, the “Seller”), and Keyon Communications Holdings, Inc., a Delaware corporation (“Buyer”). Buyer and Seller each may be referred to in this Agreement as a “Party”, and collectively as the “Parties”.
ASSET PURCHASE AND SALE AGREEMENT between KeyOn Communications Holdings, Inc. as Buyer, and Data Sales Co., Inc. as Seller Dated as of November ___, 2009Asset Purchase Agreement • November 13th, 2009 • KeyOn Communications Holdings Inc. • Communications services, nec • New York
THIS ASSET PURCHASE AND SALE AGREEMENT (“Agreement”) is made as of the ____ day of November, 2009 by and between KeyOn Communications Holdings, Inc., a corporation formed and existing under the laws of the State of Delaware, or a wholly-owned subsidiary thereof (“Buyer”), on the one hand and Data Sales Co., Inc. a corporation formed and existing under the laws of the State of Minnesota (“Seller”), on the other. Buyer and Seller are hereinafter, at times, collectively referred to as the “Parties” and individually as a “Party.”
AGREEMENTConvertible Promissory Note Agreement • December 9th, 2010 • KeyOn Communications Holdings Inc. • Communications services, nec • California
THIS AGREEMENT (this “Agreement”) is made as of December 2, 2010 by and between The California Capital Limited Partnership, a California limited partnership (“Investor”), and KeyOn Communications Holdings, Inc., a Delaware limited liability company (the “Company”).
FIRST AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENTAsset Purchase and Sale Agreement • April 6th, 2010 • KeyOn Communications Holdings Inc. • Communications services, nec
FIRST AMENDMENT TO ASSET PURCHASE AND SALE AGREEMENT, dated December 21, 2009 (the “First Amendment”), by and between KeyOn Communications Holdings, Inc., a Delaware company (“KeyOn”) on the one hand, and Ridgeview Tel, LLC, a Colorado company (“RVT”), on the other hand. Each KeyOn and RVT is hereinafter sometimes referred to as a “Party” and together as the “Parties”.
Amendment to Lease Schedules No. 1 through 10 inclusive to Master Equipment Lease Agreement No. 3-10071Lease Amendment • September 23rd, 2008 • KeyOn Communications Holdings Inc. • Communications services, nec
This Amendment to Lease Schedules No. 1 through 10 inclusive to Master Equipment Lease Agreement No. 3-10071 dated December 13, 2007 (this “Amendment”) is entered into as of this 16th day of September 2008, by and between KeyOn Communications Holdings, Inc and KeyOn Communications, Inc. (the “Lessee”) and Data Sales Co., Inc. (the “Lessor”). Lessee and Lessor may sometimes be referred to as the “Parties.”
