Exhibit
10.10





FIRST AMENDMENT TO
LEASE




This First Amendment to Lease (this
“Amendment”) is made as of the 8th day of August, 2007, by and between BROOKWOOD
MIDDLETOWN TECH, LLC, a Delaware limited liability company, successor in
interest to TECH PLAZA 2, 3 & 4, LLC, a Rhode Island limited liability
company (the “Landlord”) and TOWERSTREAM I, INC., f/k/a TOWERSTREAM CORPORATION,
a Delaware corporation (the “Tenant”), in the following
circumstances:





A.           Landlord
and Tenant are parties to the Lease dated March 21, 2007 (the “Lease”) for the
lease of 17,137 rentable square feet of space in the building located in the
Tech 2 Plaza Office Building located at 55 Hammarlund Way, Middletown, Rhode
Island, and as further described in the Lease (the “Phase I, II and III
Premises”).  The parties acknowledge that they are in Phase II of the
Lease and that the Phase II Commencement Date and the Phase II Rent Commencement
Date have passed.





B.           Tenant
has requested that Landlord modify certain of the terms and conditions of the
Lease, to expand the premises leased from Landlord to include approximately
25,000 rentable square feet of space in the building located in the Tech 4 Plaza
Office Building located at 88 Silva Lane, Middletown, Rhode Island (the
“Expansion Premises”), and to allow Tenant to extend the term of the Lease, and
Landlord has agreed to modify such terms and conditions, but only upon the terms
and conditions set forth below.





NOW, THEREFORE, the undersigned, for
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, hereby agree as follows:





1.          
 The definition of “Premises” contained in Section 1.3of the
Lease is hereby amended to include the Expansion Premises, which Expansion
Premises is shown on Exhibit A attached
hereto.  If the Expansion Premises Commencement Date (as hereinafter
defined) occurs during Phase II of the Lease, the definition of Premises
Rentable Area during Phase II contained in Section 1.3 of the
Lease is hereby amended to be 37,874 rentable square feet.  If the
Expansion Premises Commencement Date (as hereinafter defined) occurs during
Phase III of the Lease, the definition of Premises Rentable Area during Phase
IIII contained in Section 1.3 of the
Lease is hereby amended to be 42,137 rentable square feet.  Exhibit A to this
Amendment is hereby incorporated by reference into the Lease.  All
references in the Lease to the Premises shall mean the Premises as increased by
the Expansion Premises.  All references in the Lease to the “Building”
shall mean the Tech 2 Office Building, as it applies to the Phase I, II and III
Premises, and the Tech 4 Office Building as it applies to the Expansion
Premises.  The Expansion Premises are being leased in AS IS condition,
without warranty or representation by Landlord.  Tenant’s access to
and improvements to the Expansion Premises shall be subject to the terms of the
Lease.





2.           
The definition of “Building Rentable Area” contained in Section 1.3 of the
Lease is hereby deleted in its entirety and the following definition of
“Building Rentable Area” is hereby substituted therefore and inserted in place
thereof:








“Building
Rentable Area:


Tech 2
Plaza Office Building:  44,404 rentable square feet, as measured in
accordance with BOMA.


Tech 4
Plaza Office Building:  151,924 rentable square feet, as measured in
accordance with BOMA”




3.           
The definition of “Escalation Factor” contained in Section 1.3 of the
Lease is hereby deleted in its entirety and the following definition of
“Escalation Factor” is hereby substituted therefore and inserted in place
thereof:





“Escalation
Factor Phase I, II and III Premises:  During Phase I the Escalation
Factor or “Proportionate Share” shall be 13.07%.  During Phase II the
Escalation Factor or “Proportionate Share” shall be 28.99%.  During
Phase III, the Escalation Factor or “Proportionate Share” shall be
38.59%.





Escalation
Factor Expansion Premises:  The Escalation Factor or “Proportionate
Share” for the Expansion Premises shall be 16.46%.”





4.           
The definition of “Basic Rent” contained in Section 1.3 of the
Lease is hereby deleted in its entirety and the following definition of “Basic
Rent” is hereby substituted therefore and inserted in place
thereof:




“
            
            Phase
      IPerAnnual Rent
            
            
            Monthly Rent
            
            
            RSFMonth
      1 through May 12, 2007
            
            $
            72,550.00
            
            
            $
            6,045.83
            
            
            $
            12.50Phase
      IIPerAnnual
      Rent
            
            
            Monthly
      Rent
            
            
            RSFMay
      13, 2007 through

                Phase
      III Commencement Date
            
            $
            160,925.00
            
            
            $
            13,410.42
            
            
            $
            12.50Phase
      IIIPerAnnual
      Rent
            
            
            Monthly
      Rent
            
            
            RSFPhase
      III Commencement Date

                Through
      February 28, 2010
            
            $
            214,212.50
            
            
            $
            17,851.04
            
            
            $
            12.50March
      1, 2010 through

                May
      12, 2012
            
            $
            227,065.25
            
            
            $
            18,922.10
            
            
            $
            13.25May
      13, 2012 through

                Termination
      Date
            
            $
            239,918.00
            
            
            $
            19,993.17
            
            
            $
            14.00


2
  Expansion
Premises (in addition to Phase II or Phase III Basic Rent as
applicable)
  PerAnnual Rent
                                  
                                  
                                  Monthly
      Rent
                                  
                                  
                                  RSFExpansion
      Premises Commencement
                                  
                                  $
                                  312,500.00
                                  
                                  
                                  $
                                  26,041.67
                                  
                                  
                                  $
                                  12.50Date
      through February 28, 2010March
      1, 2010 through

                                      May
      12, 2012
                                  
                                  $
                                  331,250.00
                                  
                                  
                                  $
                                  27,604.17
                                  
                                  
                                  $
                                  13.25May 13, 2012 through

                                      Termination
      Date”
                                  
                                  $
                                  350,000.00
                                  
                                  
                                  $
                                  29,166.67
                                  
                                  
                                  $
                                  14.00


Notwithstanding anything to the
contrary contained herein, the Basic Rent due from Tenant under the Lease for
the Expansion Premises shall not be due and payable on 12,500 rentable square
feet of the Expansion Premises (the “Free Rent Premises”) for a six (6) month
period (the “Free Rent Period”), so that the Basic Rent due from Tenant under
the Lease shall be reduced for such six (6) month period by the amount of
$156,250.00 (12,500 rentable square feet at $12.50 per square foot), beginning
with the month beginning as of the Expansion Commencement Date and continuing
for five (5) additional months thereafter.





5.           
Tenant shall have, as appurtenant to the Premises and during the Term of this
Lease, the right to use any and all furniture, including but not limited to
cubicles and desks, within the Expansion Premises.  Landlord makes no
representations or warranties regarding the condition of such furniture, and
such right to use such furniture is granted in as is condition, where is, with
all faults.  Any and all furniture that tenant elects to use will
become the personal property of tenant and shall be subject to Section 5.6 of
the Lease.





6.          
 The definition of “Security Deposit” contained in Section 1.3 of the
Lease is hereby deleted in its entirety and the following definition of
“Security Deposit” is hereby substituted therefore and inserted in place
thereof:





“Security
Deposit:  As follows:  $105,351.05”





7.           
The definition of “Commencement Date” contained in Section 4.1 of the
Lease is hereby deleted in its entirety and the following definition of
“Commencement Date” is hereby substituted therefore and inserted in place
thereof:


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“Commencement
Date:  The Commencement Date of this Lease is March 1,
2007.  The Phase II Commencement Date is May 13, 2007.  The
Phase III Commencement Date shall be the first to occur of the
following:  (i) the day following the date Landlord delivers the Phase
III Premises to Tenant with Landlord’s Work (as defined in Section 5.5 of the
Lease) substantially completed; or (ii) the date on which Tenant occupies all or
any part of the Phase III Premises for the conduct of Tenant’s normal business
operations; or (iii) the Expansion Premises Commencement Date (as hereinafter
defined).  The Expansion Premises Commencement Date is the earlier of
(i) the date on which Tenant occupies all or any part of the Expansion Premises
for the conduct of Tenant’s normal business operations, or (ii) October 1,
2007.  Landlord and Tenant each hereby agree to execute and deliver a
Memorandum of Lease confirming the Phase III Commencement Date and the Expansion
Premises Commencement Date once such dates are determined.”





8.           
The definition of “Term of this Lease” contained in Section 1.3 of the
Lease is hereby deleted in its entirety and the following definition of “Term of
this Lease” is hereby substituted therefore and inserted in place
thereof:





“Term of this
Lease:Term of this Lease shall be for the period from the
Commencement Date through the Expansion Premises Date plus six (6) years,
expiring, unless sooner terminated pursuant to the provisions of this Lease, at
11:59 p.m. on the day immediately preceding the sixth (6th)
anniversary of the Expansion Premises Commencement Date (“Termination
Date”).  Tenant has an option to extend this Lease for one five-year
term as set forth below.”





9.            The
following terms are herein defined and added and inserted into Section 1.3 of the
Lease and made a part thereof:





“Base
Taxes: for purposes of Section 8.1 of the
Lease, the term “Base Taxes” shall be the amount of Taxes incurred by Landlord
for the Calendar Year 2006 for The Phase I, II and III Premises and the Calendar
Year 2007 for the Expansion Premises.





Base
Operating Expenses: for purposes of Section 9.1 of the
Lease, the term “Base Operating Expenses” shall be the amount of Operating
Expenses incurred by Landlord in Calendar Year 2007.





Base
Utility Expenses: for purposes of Section 9.2 of the
Lease, the term “Base Utility Expenses” shall be the amount of Utility Expenses
incurred by Landlord in Calendar Year 2007.”





10.          Landlord
and Landlord’s Address (for rent payment) in Section 1.2 of the
Lease is hereby deleted in its entirety and the following is hereby substituted
therefore and inserted in place thereof:


4





“Landlord:
            
            Brookwood
      Middletown Tech, LLCLandlord’s
      Address (for rent payment):
            
            Brookwood
      Middletown Tech, LLC50
      Dunham RoadBeverly,
      MA 01915”




11.         The
last clause in Section
9.2(a) of the Lease is hereby deleted in its entirety and the following
is hereby substituted therefore and inserted in place thereof:





“provided,
however, that Operating Expenses for purposes of this calculation, will not
include the portion of Operating Expenses under the sole control of the Landlord
(“Controllable Operating Expenses”), if any, that represent a cumulative
increase of more than 5% per annum over the level of Controllable Operating
Expenses in  the Base Year (Calendar 2007), as adjusted for the
extrapolation referenced herein to account for changes in
occupancy.”





12.         Tenant
shall be entitled to a tenant improvement allowance for the Expansion Premises
of $10.00 per rentable square foot, or $250,000.00, towards the cost of any
improvements to the Expansion Premises (the “Expansion
Allowance”).  Any and all costs for improvements to the Expansion
Premises which exceed the Expansion Allowance shall be paid for by
Tenant.  Tenant shall not be entitled to payment of that portion of
the Expansion Allowance that is attributable to the Free Rent
Premises  until the Free Rent Period has expired.  Up to
$50,000 of the Expansion Allowance may be allocated by Tenant to work in
Tenant’s leased space in the Tech Plaza 2 Office Building.  All tenant
improvements (“Expansion Tenant Improvements”) will be completed in accordance
with the Tenant Work Letter attached hereto as Exhibit
B.





13.         Section 16.17 of the
Lease is hereby deleted in its entirety and the following Section 16.17
inserted in place thereof and substituted therefor:





“SECURITY
DEPOSIT.            Security
Deposit shall be $105,351.05.”





Such
Security Deposit shall be due and payable as of the date of execution of this
Amendment.





14.         Upon
reasonable notice, Tenant shall provide to the occupants of the Tech 2 Plaza
Office Building access to the loading dock within the Premises.





15.         Except
as otherwise defined herein or as capitalized in ordinary usage, all capitalized
terms used herein shall have the same meaning as set forth for such terms in the
Lease.





16.         Except
as expressly provided herein all of the terms provisions and conditions of the
Lease herein shall remain in full force and effect.  In the event that
any of the provisions of the Lease are inconsistent with this Amendment or the
state of facts contemplated hereby, the provisions of this Amendment shall
control.


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17.         The
terms and conditions of this Amendment shall be binding upon and shall inure to
the benefit of Landlord and Tenant and their respective successors and
assigns.





18.         Tenant
shall have the same rights afforded to it by and obligations contained in
Section 5.9 of the Lease at the Expansion Premises as it does at the Phase I, II
and III Premises.  Specifically, Tenant may install up to four (4) 10
inch non-penetrating dish antennae and four (4) 24-inch non-penetrating dish
antennae on the roof of the Expansion Premises.  These antennae are in
addition to the antennae installed at the Phase I, II and III
Premises.





[Signature
page follows]


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IN WITNESS WHEREOF, the undersigned
have duly executed this Amendment as of the date first above
written.





LANDLORD:BROOKWOOD
      MIDDLETOWN TECH, LLCBy:
      Brookwood Real Estate Partners II, LLCits
      sole memberBy:Brookwood
      Real Estate Co., II, LLCits
      ManagerBy:
                      /s/ Eve M. TrillaEve
      M. TrillaChief
      Financial OfficerTENANT:TOWERSTREAM
      I, INC.By:
                      /s/ George E. Kilguss
IIIGeorge E. Kilguss IIIChief
      Financial
Officer


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EXHIBIT
A





The
Expansion Premises


8


EXHIBIT
B





Tenant
Work Letter





It is
agreed that Tenant will complete all improvements in accordance with the
following terms:





1.             Tenant
Improvements.Tenant shall be responsible for the design and construction of all
improvements to the Expansion Premises (“Expansion Tenant
Improvements”).  Tenant shall submit tenant improvement plans to
Landlord for Landlord’s review no later than ten (10) days from the date
hereof.  The Expansion Tenant Improvement Plans shall be designed and
detailed so that the Expansion Tenant Improvements will comply with applicable
laws and building codes.  Within seven (7) days after Landlord’s
receipt of the Expansion Tenant Improvement Plans, Landlord shall either approve
the Expansion Tenant Improvement Plans (with Landlord’s approval not to be
unreasonably withheld) or disapprove the Expansion Tenant Improvement
Plans.  Any disapproval shall include a detailed explanation of the
rejected components of the Expansion Tenant Improvement Plans.  If
Landlord fails to respond in the established timeframe, the Expansion Tenant
Improvement Plans shall be deemed to be approved by Landlord.  If
Landlord disapproves the Expansion Tenant Improvement Plans, tenant may submit a
revised version of the Expansion Tenant Improvement Plans to Landlord for its
review in the same manner described above.  Tenant may continue such
approval procedure until Landlord’s approval of the Expansion Tenant Improvement
Plans is obtained or is deemed obtained.  Once the Expansion Tenant
Improvement Plans have been approved by Landlord, Tenant shall submit the
Expansion Tenant Improvement Plans to the appropriate governmental agency(ies)
for the necessary permits to construct the Expansion Tenant
Improvements.  Any nonmaterial change to the Expansion Tenant
Improvement Plans required by a governmental agency shall be deemed approved by
Landlord.  Tenant shall submit any material changes to the Expansion
Tenant Improvement Plans required by a governmental agency to Landlord for its
review in the manner described above, except that the timeframe in such event
shall be five (5) business days.  Once the Expansion Tenant
Improvement Plans are approved (or deemed approved) by Landlord and Tenant has
obtained the necessary construction permits, Tenant shall retain a reputable
licensed and insured contractor(s), of Tenant’s choice but subject to Landlord’s
prior written approval, not to be unreasonably withheld or delayed, to perform
the construction of the Expansion Tenant Improvements.  Such
construction shall be performed in substantial compliance with the approved
Expansion Tenant Improvement Plans. Tenant shall have the Expansion Tenant
Improvements constructed in a professional, workmanlike
manner.


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2.             Payment
of Expansion Allowance.  Landlord shall pay to Tenant the Expansion
Allowance in accordance with the terms hereof.  The Expansion
Allowance shall be used to pay for costs associated with Tenant’s design and
construction of the Expansion Tenant Improvements, which costs may include, but
shall not be limited to: (a) all costs charged to Tenant by contractors,
subcontractors and suppliers for construction of the Expansion Tenant
Improvements and installation of Tenant’s equipment; (b) fees, assessments and
costs associated with securing approvals, permits and licenses; (c) costs of
construction insurance (including, without limitation, casualty, liability,
theft and workers’ compensation insurance); (d) utility hook-up fees; (e)
premiums for any bonds required by Tenant; (f) architectural, design and
engineering fees related to the Tenant Improvements; and (g) construction
management fees incurred by Landlord for supervision of the Expansion
Improvements.  The Expansion Allowance shall not be used towards the
purchase of any items of personal property.  Landlord shall pay the
amount of the Expansion Allowance in progress payments (payable no more
frequently than monthly) after the date Tenant obtains a building permit
covering construction of the Expansion Tenant Improvements.  Such
progress payments shall be made by Landlord not later than ten (10) days after
receipt by Landlord from Tenant of copies of invoices evidencing completed work
and/or services provided.  Each invoice shall be accompanied by a
written statement verifying that the work evidenced by such invoice has been
completed, and/or that services evidenced by such invoice have been performed;
such verification shall be rendered by Tenant’s architect, except that with
regard to costs, fees and assessments not charged by contractors,
subcontractors, or suppliers, such verification may be rendered by Tenant’s
Representative, George Kilguss, III. Further, each invoice shall be accompanied
by a conditional construction lien waiver, pertaining to such invoiced work,
from the general contractor and each subcontractor, laborer or materialman, and
by an unconditional construction lien waiver, pertaining to previous work for
which payment has already been made, from the general contractor and each
subcontractor, laborer or materialman.  Completion of the Expansion
Tenant Improvements will be confirmed upon Landlord’s receipt of a Certificate
of Completion for the Expansion Premises issued by the Town of Middletown
Building Inspector and delivered to Landlord by Tenant.  Landlord
shall have no obligation to make any progress payment while an uncured default
in the Lease is continuing and the total of all such progress payments will in
no event exceed the amount of the Expansion Allowance.  To the extent
Expansion Tenant Improvements have been paid for by the Expansion Allowance,
such Expansion Tenant Improvements shall be deemed at all times to be Landlord’s
property.





3.             As
Is.     Except for the work described in this Work
Letter, Tenant accepts the Expansion Premises in its “as is”
condition.





4.             Defined
Terms.     All terms herein used shall have the same
meaning as when used in the Lease and this First Amendment to
Lease.




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