0001171200-10-001111 Sample Contracts

SECURITY AGREEMENT
Security 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”).

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KEYON COMMUNICATIONS HOLDINGS, INC. REGISTRATION RIGHTS AGREEMENT
Registration 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”).

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NOTE PURCHASE AGREEMENT
Note 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”).

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GUARANTY
Guaranty • 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”).

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