Minneapolis Uses in Applicable Law and Remedies Clause

Applicable Law and Remedies 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."

Applicable Law and Remedies. The terms, conditions and other provisions of this Agreement and any documents or instruments delivered in connection with it shall be governed and construed according to the internal laws of the State of Minnesota (other than the choice of law rules thereof) except as to matters of law concerning the internal corporate affairs of any corporate entity which is a party to or the subject of this Agreement, and as to those matters, the jurisdiction under which such entity derives its powers shall govern. Subject to the provisions of Section 10.6, all remedies at law, in equity, by statute or otherwise shall be cumulative and may be enforced concurrently or from time to time and, the election of any remedy or remedies shall not constitute a waiver of the right to pursue any other available remedies.