KeyOn Announces Agreement for Conversion of $15 Million  

Secured Note into Preferred Stock and Warrants

– Dr. Patrick Soon-Shiong Converts Current Debt Holdings into Preferred Stock and Warrants. Sees KeyOn as a vital link for healthcare delivery as well as economic development of rural communities –

LAS VEGAS, NV (December 9, 2010) – KeyOn Communications Holdings, Inc. (OTCBB: KEYO) (“KeyOn” or the “Company”), one of the largest providers of wireless broadband, satellite video and voice over Internet protocol (VoIP) services in the United States in terms of subscribers, announced that the Company entered into a definitive agreement for the conversion of its existing $15 million secured convertible note into shares of the Company’s Preferred Stock and Warrants, contingent upon shareholder approval. The Note is held by The California Capital Limited Partnership, an entity controlled by Dr. Patrick Soon-Shiong.

Dr. Soon-Shiong, having built and sold two multi-billion dollar pharmaceutical companies in the past few years, is a physician, scientist and philanthropist who has made clear his intention to develop a comprehensive “health information highway system” throughout the United States. “Actionable information is the key”, stated Dr. Soon-Shiong, “Every American, in every community, should have access to the right healthcare at the right time. Rural communities, the so-called last mile, are losing out. These disparities in care must be addressed. Wireless broadband will give these underserved communities access to 21^st century healthcare, just as it will enable them to be part of the 21^st century economy.”

Jonathan Snyder, KeyOn’s Chief Executive Officer, commented, “KeyOn is extremely fortunate to have formed this partnership with Dr. Soon-Shiong, a man with great vision and passion for improving the healthcare industry through advanced medicines and groundbreaking technology. Broadband is required for critical community information technology applications such as telemedicine and distance learning. The rural communities have long suffered without advanced broadband services, depriving these residents from such opportunities as being diagnosed remotely by medical specialists located in urban areas or being connected to health-based communities online.”

Snyder continued, “KeyOn has made some significant strides over the past 12 months: we successfully participated in the broadband stimulus program and received a $10.2 million award, acquired seven companies under Rural UniFi and have started to experience significant organic growth. Looking to 2011, with this new base of substantial equity and available cash on hand, we intend to pursue a listing of our common stock on a national stock exchange. We further intend to commence the build-out of the rural Nevada markets with broadband stimulus funding and we hope to accelerate our acquisition efforts under Rural UniFi to include larger, strategic targets.”

Over the past year, KeyOn has acquired seven companies under its Rural UniFi initiative, resulting in revenue growth of 20.1% on a sequential basis and 24.1% over the previous year’s quarter. In addition, the Company has seen a significant increase in customer growth with gross subscriber additions increasing over 70% sequentially from the second quarter of 2010, and increasing year-over-year by approximately 260% in the third quarter of 2010, as compared to the third quarter of 2009.

As of September 30, 2010, KeyOn had $7.3 million in cash, cash equivalents, marketable securities and current deposits or $0.31 per current share outstanding, and upon conversion would have no long-term debt aside from approximately $527,000 incurred for equipment lease financing and acquisitions. In addition to its cash, cash equivalents, marketable securities and current deposits, KeyOn expects to receive an additional $10.2 million in funding from the Rural Utilities Service, of which approximately $7.1 million is a grant and $3.1 million is a long-term loan, in connection with KeyOn’s Broadband Initiatives Program (BIP) award for the build-out of 4G wireless networks throughout rural Nevada.