ContractKeyOn Communications Holdings Inc. • September 3rd, 2008 • 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.
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • September 3rd, 2008 • KeyOn Communications Holdings Inc. • Communications services, nec • New York
LOAN AND SECURITY AGREEMENT, dated as of August __, 2008 (this “Agreement”), by and among KeyOn Communications Holdings, Inc., a Delaware corporation (the “Company”), each of the subsidiaries of the Company (each such subsidiary a “Guarantor” and collectively, the “Guarantors”) (the Company and Guarantors are collectively referred to as the “Debtors”) and each holder of the Company’s Secured Subordinated Promissory Notes due November 30, 2008 in the original aggregate principal amount of up to $1,000,000 (the “Notes”) that are signatory hereto and their respective endorsees, transferees and assigns (collectively, the “Secured Parties” and each, a “Secured Party”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • September 3rd, 2008 • KeyOn Communications Holdings Inc. • Communications services, nec • New York
SUBSIDIARY GUARANTEE, dated as of August ___, 2008 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the Secured Parties signatory (the “Secured Parties”) to that certain Loan and Security Agreement, dated as of the date hereof, between KeyOn Communications Holdings, Inc. (the “Company”), the Guarantors and the Secured Parties.
