COMPOSITE

       

      CERTIFICATE
        OF INCORPORATION

       

      OF

       

      TOWERSTREAM
        CORPORATION

       

      (AS
        OF
        MAY 30, 2008)

       

      ______________________________________________________

       

      The
        undersigned, being the sole incorporator herein named for the purpose of
        forming
        a corporation pursuant to the General Corporation Law of the State of Delaware,
        does hereby certify that: 

       

      FIRST:
        The
        name
        of this Corporation is Towerstream Corporation.

       

      SECOND:
        The
        address, including street, number, city and county, of the registered office
        of
        the Corporation in the State of Delaware is 615 South DuPont Highway, Dover,
        Delaware 19901, County of Kent; and the name of the registered agent of the
        Corporation in the State of Delaware at such address is National Corporate
        Research, Ltd.

       

      THIRD:
        The
        nature of the business and of the purposes to be conducted and promoted by
        the
        Corporation is to conduct any lawful business, to promote any lawful purpose,
        and to engage in any lawful act or activity for which corporations may be
        organized under the General Corporation Law of the State of Delaware.


       

      FOURTH:
        a) Classes
        and Numbers of Shares.
        The
        total number of shares of stock that the Corporation shall have authority
        to
        issue is seventy-five million (75,000,000). The Classes and aggregate number
        of
        shares of each class which the Corporation shall have authority to issue
        are as
        follows:

       

      1. Seventy
        million (70,000,000) shares of Common Stock, par value $0.001 per share (the
        “Common Stock”); and

       

      2. Five
        million (5,000,000) shares of Preferred Stock, par value $0.001 per share
        (the
“Preferred Stock”); and

       

      B. Blank
        Check Powers.
        The
        Corporation may issue any class of the Preferred Stock in any series. The
        Board
        of Directors shall have authority to establish and designate series, and
        to fix
        the number of shares included in each such series and the variations in the
        relative rights, preferences and limitations as between series, provided
        that,
        if the stated dividends and amounts payable on liquidation are not paid in
        full,
        the shares of all series of the same class shall share ratably in the payment
        of
        dividends including accumulations, if any, in accordance with the sums which
        would be payable on such shares if all dividends were declared and paid in
        full,
        and in any distribution of assets other than by way of dividends in accordance
        with the sums which would be payable on such distribution if all sums payable
        were discharged in full. Shares of each such series when issued shall be
        designated to distinguish the shares of each series from shares of all other
        series.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      FIFTH:
        Whenever
        a compromise or arrangement is proposed between this Corporation and its
        creditors or any class of them and/or between this Corporation and its
        stockholders or any class of them, any court of equitable jurisdiction within
        the State of Delaware may, on the application in a summary way of this
        Corporation or any creditor or stockholder thereof or on the application
        of any
        receiver or receivers appointed for this Corporation under the provisions
        of
        Section 291 of Title 8 of the Delaware Code or on the application of
        trustees in dissolution or of any receiver or receivers appointed for this
        Corporation under the provisions of Section 279 of Title 8 of the Delaware
        Code order a meeting of the creditors or class of creditors, and/or of the
        stockholders or class of stockholders, of this Corporation, as the case may
        be,
        to be summoned in such manner as the said court directs. If a majority in
        number
        representing three-fourths in value of the creditors or class of creditors,
        and/or of the stockholders or class of stockholders, of this Corporation,
        as the
        case may be, agree to any compromise or arrangement and to any reorganization
        of
        this Corporation as a consequence of such compromise or arrangement, the
        said
        compromise or arrangement and the said reorganization shall, if sanctioned
        by
        the court to which the said application has been made, be binding on all
        the
        creditors or class of creditors, and/or on all the stockholders or class
        of
        stockholders, of this Corporation, as the case may be, and also on this
        Corporation. 

       

      SIXTH:
        The
        original By-Laws of the Corporation shall be adopted by the incorporator.
        Thereafter, the power to make, alter, or repeal the By-Laws, and to adopt
        any
        new By-Law, shall be vested in the Board of Directors.

       

      SEVENTH:
        To
        the
        fullest extent that the General Corporation Law of the State of Delaware,
        as it
        exists on the date hereof or as it may hereafter be amended, permits the
        limitation or elimination of the liability of directors, no director of this
        Corporation shall be personally liable to this Corporation or its stockholders
        for monetary damages for breach of fiduciary duty as a director. Notwithstanding
        the foregoing, a director shall be liable to the extent provided by applicable
        law: (1) for any breach of the directors’ duty of loyalty to the Corporation or
        its stockholders; (2) for acts or omissions not in good faith or which involve
        intentional misconduct or a knowing violation of law; (3) under section 174
        of
        the General Corporation Law of the State of Delaware; or (4) for any transaction
        from which the director derived any improper personal benefit. Neither the
        amendment or repeal of this Article, nor the adoption of any provision of
        this
        Certificate of Incorporation inconsistent with this Article, shall adversely
        affect any right or protection of a director of the Corporation existing
        at the
        time of such amendment or repeal.

       

      EIGHTH:
        The
        Corporation shall, to the fullest extent permitted by Section 145 of the
        General
        Corporation Law of the State of Delaware, as the same may be amended and
        supplemented, indemnify any and all persons whom it shall have power to
        indemnify under said section from and against any and all of the expenses,
        liabilities or other matters referred to in or covered by said section. The
        Corporation shall advance expenses to the fullest extent permitted by said
        section. Such right to indemnification and advancement of expenses shall
        continue as to a person who has ceased to be a director, officer, employee
        or
        agent and shall inure to the benefit of the heirs, executors and administrators
        of such a person. The indemnification and advancement of expenses provided
        for
        herein shall not be deemed exclusive of any other rights to which those seeking
        indemnification or advancement of expenses may be entitled under any By-Law,
        agreement, vote of stockholders or disinterested directors or
        otherwise.

       

      
        
          
          

        

        
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