KEYON COMMUNICATIONS HOLDINGS, INC. 11742 Stonegate Circle Omaha, Nebraska 68164
KEYON
COMMUNICATIONS HOLDINGS, INC.
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Omaha,
Nebraska 68164
December
4, 2007
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▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇
Boca
Raton, Florida 33432
Dear
▇▇▇▇▇:
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
▇▇▇▇▇ ▇▇▇▇▇ (the “Purchase
Agreement”),
(ii)
that certain Promissory Note, dated November 6, 2007, issued by the Company
to
▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ (the
“Warrant,”
and
together with the Purchase Agreement and the Note, the “Transaction
Documents”).
The
Company and ▇▇▇▇▇ ▇▇▇▇▇ hereby agree (i) that no funds were ever advanced by
▇▇▇▇▇ ▇▇▇▇▇ 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 ▇▇▇▇▇ ▇▇▇▇▇ 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/
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▇▇▇▇▇▇▇▇
▇▇▇▇▇▇,
Chief
Executive Officer and President
Acknowledged
and Agreed:
/s/
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Dated: 12/5/07