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”).
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”).
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.
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
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
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”).
FORM OF LOCK-UP AGREEMENTLock-Up Agreement • August 10th, 2007 • KeyOn Communications Holdings Inc. • Electric housewares & fans • Nevada
Reference is made to those discussions among KeyOn Communications, Inc., a Nevada corporation (“KeyOn”) and [_______________], a Delaware corporation (the “Company”), relating to a proposed business combination between KeyOn and the Company and a related private placement financing (the “Transactions”). In connection with the Transactions, the Company and KeyOn contemplate entering into a proposed Merger Agreement (the “Merger Agreement”) pursuant to which KeyOn stockholders shall receive common stock, par value $0.001 per share, of the Company (the “Common Stock”) in consideration for shares of KeyOn held by them at the effective time of the merger. In consideration of the Company and KeyOn entering into the Transactions, the undersigned hereby agrees as follows:
