KeyOn Communications Holdings Inc. Watch

from 10-K/A 10 pages KeyOn Communications Holdings, Inc., a Delaware Corporation (“Company”), and Lender Are Parties to That Certain Note Purchase Agreement, Dated as of February 1, 2010 (As Amended, Modified, Renewed or Extended From Time to Time, the “Note Purchase Agreement”), and Company Is Indebted to Lender Pursuant to That Certain Secured Convertible Promissory Note, of Even Date Herewith, Issued by Company to Lender Pursuant to the Note Purchase Agreement (As Amended, Modified, Renewed or Extended From Time to Time, the “Note”, the Terms Defined Therein and in the Note Purchase Agreement and Not Otherwise Defined Herein Being Used Herein as Therein Defined). Guarantors Have Agreed, on a Joint and Several Basis, to Guarantee the Indebtedness and Other Obligations of Company to Lender Under or in Connection With the Note Purchase Agreement, the Note and the Other Convertible Note Documents, as Set Forth Herein. Each Guarantor, as a Shareholder of Company, Will Derive Substantial Direct and Indirect Benefits From the Extension of Credit by Lender to Company (Which Benefits Are Hereby Acknowledged by Each Guarantor). Accordingly, to Induce Lender to Extend Credit to Company, and in Consideration Thereof, Each Guarantor Hereby Agrees as Follows: 1. Guaranty

from 10-K/A 10 pages KeyOn Communications Holdings, Inc., a Delaware Corporation (“Company”), and Lender Are Parties to That Certain Note Purchase Agreement, Dated as of February 1, 2010 (As Amended, Modified, Renewed or Extended From Time to Time, the “Note Purchase Agreement”), and Company Is Indebted to Lender Pursuant to That Certain Secured Convertible Promissory Note, of Even Date Herewith, Issued by Company to Lender Pursuant to the Note Purchase Agreement (As Amended, Modified, Renewed or Extended From Time to Time, the “Note”, the Terms Defined Therein and in the Note Purchase Agreement and Not Otherwise Defined Herein Being Used Herein as Therein Defined). Guarantors Have Agreed, on a Joint and Several Basis, to Guarantee the Indebtedness and Other Obligations of Company to Lender Under or in Connection With the Note Purchase Agreement, the Note and the Other Convertible Note Documents, as Set Forth Herein. Each Guarantor, as a Shareholder of Company, Will Derive Substantial Direct and Indirect Benefits From the Extension of Credit by Lender to Company (Which Benefits Are Hereby Acknowledged by Each Guarantor). Accordingly, to Induce Lender to Extend Credit to Company, and in Consideration Thereof, Each Guarantor Hereby Agrees as Follows: 1. Guaranty

from 8-K 24 pages Loan and Security Agreement