KEYON COMMUNICATIONS HOLDINGS, INC. 11742 Stonegate Circle Omaha, Nebraska 68164

KEYON
      COMMUNICATIONS HOLDINGS, INC.
00000
      Xxxxxxxxx Xxxxxx
Omaha,
      Nebraska 68164
 
December
      4, 2007
 
Xxxxx
      Xxxxx
000
      Xxxxx
      Xxxxxxx Xxxxxxx, Xxxxx 000
Boca
      Raton, Florida 33432
 
Re:
      Termination Letter
 
Dear
      Xxxxx:
 
Reference
      is made to (i) that certain Bridge Note Purchase Agreement, made as of November
      6, 2007, between KeyOn Communications Holdings, Inc., a Delaware corporation
      (the “Company”)
      and
      Xxxxx Xxxxx (the “Purchase
      Agreement”),
      (ii)
      that certain Promissory Note, dated November 6, 2007, issued by the Company
      to
      Xxxxx Xxxxx for the principal sum of up to $750,000 (the “Note”)
      and
      (iii) that certain warrant to purchase up to 93,750 shares of common stock
      of
      the Company, dated November 6, 2007, issued by the Company to Xxxxx Xxxxx (the
      “Warrant,”
and
      together with the Purchase Agreement and the Note, the “Transaction
      Documents”).
      The
      Company and Xxxxx Xxxxx hereby agree (i) that no funds were ever advanced by
      Xxxxx Xxxxx to the Company under the Transaction Documents and (ii) to terminate
      each of the Transaction Documents, effective immediately. Without limiting
      the
      generality or effect of the immediately preceding sentence, from and after
      the
      execution and delivery of this Letter Agreement, each of Xxxxx Xxxxx and the
      Company shall have no further rights or obligations under any of the Transaction
      Documents.
 
This
      Letter Agreement may be executed in any number of counterparts, each of which
      when so executed shall be deemed to be an original and, all of which taken
      together, shall constitute one and the same agreement and shall become effective
      when counterparts have been signed by each party and delivered to the other
      party hereto, it being understood that all parties need not sign the same
      counterpart. In the event that any signature is delivered by facsimile
      transmission, such signature shall create a valid binding obligation of the
      party executing (or on whose behalf such signature is executed) the same with
      the same force and effect as if such facsimile signature were the original
      thereof.
 
Very
      truly yours,
/s/
Xxxxxxxx
      Xxxxxx
Xxxxxxxx
      Xxxxxx,
Chief
      Executive Officer and President
Acknowledged
      and Agreed:
 
/s/
      Xxxxx Xxxxx           
Xxxxx
      Xxxxx
 
Dated:  12/5/07 
Document Metadata

KEYON COMMUNICATIONS HOLDINGS, INC. 11742 Stonegate Circle Omaha, Nebraska 68164

Document Metadata
