May 31, 2010 Uses in Compliance with Law Clause

Compliance with Law from Purchase and Sale Agreement

THIS ASSET PURCHASE AND SALE AGREEMENT ("Agreement") is made as of the ____ day of July, 2010 by and between KeyOn Communications Holdings, Inc., a corporation formed and existing under the laws of the State of Delaware, or a wholly-owned subsidiary thereof ("Buyer"), on the one hand and Southwest Wireless Net, Inc. a corporation formed and existing under the laws of the State of Minnesota ("Seller"), on the other. Buyer and Seller are hereinafter, at times, collectively referred to as the "Parties" and individually as a "Party."

Compliance with Law. To the best of Seller's knowledge, SouthWest and the Business have complied in all material respects with, and is not in violation in any material respect of, any federal, state or local law, ordinance, code, order or governmental rule or regulation to which the Business is subject, including rules, regulations or orders of the FCC, and have not failed to obtain or to adhere to the requirements of any license, permit or authorization necessary to the ownership of the Assets.

Compliance with Law from Purchase and Sale Agreement

THIS ASSET PURCHASE AND SALE AGREEMENT ("Agreement") is made as of the ____ day of July, 2010 by and between KeyOn Communications Holdings, Inc., a corporation formed and existing under the laws of the State of Delaware, or a wholly-owned subsidiary thereof ("Buyer"), on the one hand and Technology Specialists Group, Inc. a corporation formed and existing under the laws of the State of Illinois ("Seller" or "TSG"), on the other. Buyer and Seller are hereinafter, at times, collectively referred to as the "Parties" and individually as a "Party."

Compliance with Law. TSG and the Business have complied in all material respects with, and is not in violation in any material respect of, any federal, state or local law, ordinance, code, order or governmental rule or regulation to which the Business is subject, including rules, regulations or orders of the FCC, and have not failed to obtain or to adhere to the requirements of any license, permit or authorization necessary to the ownership of the Assets.