Exhibit 10.11
	 

	 
		SUBSCRIPTION AGREEMENT
	 

	 
		Towerstream Corporation
	 

	 
		55 Hammarlund Way
	 

	 
		Middletown, Rhode Island 02842
	 

	 
		Gentlemen:
	 

	 
		The undersigned (the “Investor”)
		hereby confirms its agreement with you as follows: 
	 

	 
		1. This Subscription Agreement, including the Terms and
		Conditions For Purchase of Shares attached hereto as Annex I (collectively,
		this “Agreement”), is made as of the date set forth below between
		Towerstream Corporation, a Delaware corporation (the “Company”),
		and the Investor.
	 

	 
		2. The Company has authorized the sale and issuance to
		certain investors of up to an aggregate of [____________] shares (the
		“Shares”) of its common stock, par value $0.001 per share
		(the “Common Stock”), subject to adjustment by the Company’s
		Board of Directors, or a committee thereof, for a purchase price of $[____] per
		share (the “Purchase
		Price”).
	 

	 
		3. The offering and sale of the Shares (the
		“Offering”) are being made pursuant to (1) an effective
		Registration Statement on Form SB-2 (including a preliminary prospectus (the
		“Preliminary
		Prospectus”) contained therein
		(the “Registration
		Statement”) filed by the Company
		with the Securities and Exchange Commission (the “Commission”) and (2) a final prospectus, in the form filed
		pursuant to Rule 424(b) of the Securities Act of 1933, as amended (the
		“Act”), (the “Final Prospectus” and together with the Preliminary Prospectus, the
		“Prospectus”).
	 

	 
		4. The Company and the Investor agree that the Investor
		will purchase from the Company and the Company will issue and sell to the
		Investor the Shares of Common Stock set forth below for the aggregate purchase
		price set forth below. The Shares shall be purchased pursuant to the Terms and
		Conditions for Purchase of Shares attached hereto as Annex I and
		incorporated herein by this reference as if fully set forth herein. The
		Investor acknowledges that the Offering is not being underwritten by the
		placement agents (the “Placement
		Agents”) named in the Prospectus
		and that there is no minimum offering amount.
	 

	 
		5. The manner of settlement of the Shares purchased by the
		Investor shall be determined by such Investor as follows (check
		one):
	 

	 
			
				
				  [____]
				

			 	
				
				  A.
				

			 	Delivery by crediting the account of the Investor’s
				prime broker (as specified by such Investor on Exhibit A
				annexed hereto) with the Depository Trust Company (“DTC”)
				through its Deposit/Withdrawal At Custodian (“DWAC”)
				system, whereby Investor’s prime broker shall initiate a DWAC transaction
				on the Closing Date using its DTC participant identification number, and
				released by Continental Stock Transfer & Trust Company, the Company’s
				transfer agent (the “Transfer
				Agent”), at the Company’s
				direction. NO LATER 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		THAN ONE (1) BUSINESS DAY AFTER THE
		EXECUTION OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR
		SHALL:
	 

	 
			
				
				   
				

			 	
				
				  (I)
				

			 	
				
				  DIRECT THE BROKER-DEALER AT WHICH
				  THE ACCOUNT OR ACCOUNTS TO BE CREDITED WITH THE SHARES ARE MAINTAINED TO SET UP
				  A DWAC INSTRUCTING THE TRANSFER AGENT TO CREDIT SUCH ACCOUNT OR ACCOUNTS WITH
				  THE SHARES, AND
				

			 

 

	 
			
				
				   
				

			 	
				
				  (II)
				

			 	
				
				  REMIT BY WIRE TRANSFER THE AMOUNT
				  OF FUNDS EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SHARES BEING PURCHASED
				  BY THE INVESTOR TO THE FOLLOWING ACCOUNT:
				

			 

 

	 
		JPMorgan Chase Bank, N.A.
	 

	 
		ABA # 
	 

	 
		Account Name: Towerstream Corporation

	 

	 
		Account Number: 
	 

	 
		– OR –
	 

	 
			
				
				  [____]
				

			 	
				
				  B.
				

			 	Delivery versus payment (“DVP”)
				through DTC (i.e., the Company shall deliver Shares registered in the
				Investor’s name and address as set forth below and released by the
				Transfer Agent to the Investor through DTC at the Closing directly to the
				account(s) at Lazard Capital Markets LLC (“LCM”)
				identified by the Investor and simultaneously therewith payment shall be made
				by LCM by wire transfer to the Company). NO LATER THAN ONE (1) BUSINESS DAY AFTER THE EXECUTION
				OF THIS AGREEMENT BY THE INVESTOR AND THE COMPANY, THE INVESTOR SHALL:
				

 

	 
			
				
				   
				

			 	
				
				  (I)
				

			 	
				
				  NOTIFY LCM OF THE ACCOUNT OR
				  ACCOUNTS AT LCM TO BE CREDITED WITH THE SHARES BEING PURCHASED BY SUCH
				  INVESTOR, AND 
				

			 

 

	 
			
				
				   
				

			 	
				
				  (II)
				

			 	
				
				  CONFIRM THAT THE ACCOUNT OR
				  ACCOUNTS AT LCM TO BE CREDITED WITH THE SHARES BEING PURCHASED BY THE INVESTOR
				  HAVE A MINIMUM BALANCE EQUAL TO THE AGGREGATE PURCHASE PRICE FOR THE SHARES
				  BEING PURCHASED BY THE INVESTOR. 
				

			 

 

	 
		IT IS THE INVESTOR’S
		RESPONSIBILITY TO (A) MAKE THE NECESSARY WIRE TRANSFER OR CONFIRM THE PROPER
		ACCOUNT BALANCE IN A TIMELY MANNER AND (B) ARRANGE FOR SETTLEMENT BY WAY OF
		DWAC OR DVP IN A TIMELY MANNER. IF THE INVESTOR DOES NOT DELIVER THE AGGREGATE
		PURCHASE PRICE FOR THE SHARES OR DOES NOT MAKE PROPER ARRANGEMENTS FOR
		SETTLEMENT IN A TIMELY MANNER, THE SHARES MAY NOT BE DELIVERED AT CLOSING TO
		THE INVESTOR OR THE INVESTOR MAY BE EXCLUDED FROM THE CLOSING
		ALTOGETHER.
	 

	 
		6. The Investor represents that, except as
		set forth below, (a) it has had no position, office or other material
		relationship within the past three years with the Company or persons known to
		it to be 
	 

	 
		 
	 

	 
		 
	 

	 
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		affiliates of the Company, (b) it is not a
		NASD member or an Associated Person (as such term is defined under the NASD
		Membership and Registration Rules Section 1011) as of the Closing, and (c)
		neither the Investor nor any group of Investors (as identified in a public
		filing made with the Commission) of which the Investor is a part in connection
		with the Offering of the Shares, acquired, or obtained the right to acquire,
		20% or more of the Common Stock (or securities convertible into or exercisable
		for Common Stock) or the voting power of the Company on a post-transaction
		basis. Exceptions:
	 

	 
		 
	 

	 
		(If no exceptions, write “none.”
		If left blank, response will be deemed to be “none.”)
	 

	 
		7. The Investor represents that it has received (or
		otherwise had made available to it by the filing by the Company of an
		electronic version thereof with the Commission) the Preliminary Prospectus
		prior to or in connection with the receipt of this Agreement. The Investor
		acknowledges that, prior to the delivery of this Agreement to the Company, the
		Investor has received certain additional information regarding the Offering,
		including pricing information (the “Offering Information”). The Offering Information may be provided to the
		Investor by any means permitted under the Act, including delivery of the Final
		Prospectus or oral communications.
	 

	 
		 
	 

	 
		 
	 

	 
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				  Number of Shares:
				  _________________________
				

			 

 

	 
			
				
				  Purchase Price Per Share:
				  $___________________
				

			 

 

	 
			
				
				  Aggregate Purchase Price:
				  $__________________
				

			 

 

	 
		Please confirm that the foregoing correctly
		sets forth the agreement between us by signing in the space provided below for
		that purpose.
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  Dated as of: June __,
				  2007
 
 

				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  INVESTOR
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Print Name: 
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Title:
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				  Address:
				

			 	

				
				   
				

			 
	 	 	 
	 						

 

	 
		 
	 

	 
		Agreed and Accepted
	 

	 
		this ___ day of June, 2007:
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				  TOWERSTREAM
				  CORPORATION
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
	
				
				  
 By:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				

			 
	
				
				  Title:
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 
					

 

	 
		 
	 

	 
		 
	 

	 
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		ANNEX I
	 

	 
		TERMS AND CONDITIONS FOR PURCHASE OF
		SHARES
	 

	 
		1. Authorization and Sale of the Shares.
		Subject to the terms and conditions of
		this Agreement, the Company has authorized the sale of the Shares.
	 

	 
		2. Agreement to Sell and Purchase the
		Shares; Placement Agents.
	 

	 
		2.1 At the Closing (as defined in Section 3.1),
		the Company will sell to the Investor, and the Investor will purchase from the
		Company, upon the terms and conditions set forth herein, the number of Shares
		set forth on the last page of the Agreement to which these Terms and Conditions
		for Purchase of Shares are attached as Annex I (the
		“Signature Page”) for the aggregate purchase price therefor set
		forth on the Signature Page.
	 

	 
		2.2 The Company proposes to enter into the same form of
		Subscription Agreement with certain other investors with provision for their
		independent subscription, addresses and notices as set forth in executed
		agreements (the “Other
		Investors”) and expects to
		complete sales of Shares to them. The Investor and the Other Investors are
		hereinafter sometimes collectively referred to as the “Investors,”
		and this Agreement and the Subscription Agreements executed by the Other
		Investors are hereinafter sometimes collectively referred to as the
		“Agreements.” 
	 

	 
		2.3 Investor acknowledges that the Company has agreed to
		pay Lazard Capital Markets LLC (“LCM”),
		Canaccord Adams Inc. (“Canaccord”)
		and Morgan Joseph & Co. Inc. (“Morgan Joseph” and together with
		LCM and Canaccord, the “Placement
		Agents”) a fee (the
		“Placement Fee”) in respect of the sale of Shares to the
		Investor.
	 

	 
		2.4 The Company has entered into a Placement Agent
		Agreement, dated June __, 2007 (the “Placement Agreement”), with the Placement Agents that contains certain
		representations, warranties, covenants and agreements of the Company that may
		be relied upon by the Investor, which shall be a third party beneficiary
		thereof. 
	 

	 
		3. Closings and Delivery of the Shares
		and Funds. 
	 

	 
		3.1 Closing.
		The completion of the purchase and sale
		of the Shares (the “Closing”)
		shall occur at a place and time (the “Closing Date”) to be specified by the Company and LCM, and of
		which the Investors will be notified in advance by LCM, in accordance with Rule
		15c6-1 promulgated under the Securities Exchange Act of 1934, as amended (the
		“Exchange Act”). At the Closing, (a) the Company shall cause the
		Transfer Agent to deliver to the Investor the number of Shares set forth on the
		Signature Page registered in the name of the Investor or, if so indicated on
		the Investor Questionnaire attached hereto as Exhibit A, in
		the name of a nominee designated by the Investor and (b) the aggregate purchase
		price for the Shares being purchased by the Investor will be delivered by or on
		behalf of the Investor to the Company. 
	 

	 
		3.2 Conditions to
		the Company’s Obligations.
		(a) The Company’s obligation to
		issue and sell the Shares to the Investor shall be subject to: (i) the receipt
		by the Company of the purchase price for the Shares being purchased hereunder
		as set forth on the Signature Page and (ii) the 
	 

	 
		 
	 

	 
		 
	 

	 
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		accuracy of the representations and
		warranties made by the Investor and the fulfillment of those undertakings of
		the Investor to be fulfilled prior to the Closing Date.
	 

	 
		(b) Conditions to the Investor’s
		Obligations. The Investor’s obligation to purchase the Shares
		will be subject to the accuracy of the representations and warranties made by
		the Company and the fulfillment of those undertakings of the Company to be
		fulfilled prior to the Closing Date, including without limitation, those
		contained in the Placement Agreement, and to the condition that the Placement
		Agents shall not have: (a) terminated the Placement Agreement pursuant to the
		terms thereof or (b) determined that the conditions to the closing in the
		Placement Agreement have not been satisfied. The Investor’s obligations
		are expressly not conditioned on the purchase by any or all of the Other
		Investors of the Shares that they have agreed to purchase from the
		Company.
	 

	 
		3.3 Delivery of Funds. 
	 

	 
		(a) DWAC Delivery.
		If the Investor elects to settle the Shares purchased by such Investor through
		DTC’s Deposit/Withdrawal at Custodian (“DWAC”)
		delivery system, no later than one
		(1) business day after the execution of this Agreement by the Investor and the
		Company, the Investor shall remit
		by wire transfer the amount of funds equal to the aggregate purchase price for
		the Shares being purchased by the Investor to the following account designated
		by the Company and the Placement Agents pursuant to the terms of that certain
		Escrow Agreement (the “Escrow
		Agreement”) dated as of the date
		hereof, by and among the Company, the Placement Agents and JPMorgan Chase Bank,
		N.A. (the “Escrow
		Agent”):
	 

	 
		JPMorgan Chase Bank, N.A.
	 

	 
		ABA # 
	 

	 
		Account Name: Towerstream Corporation

	 

	 
		Account Number: 
	 

	 
		Such funds shall be held in escrow until the
		Closing and delivered by the Escrow Agent on behalf of the Investors to the
		Company upon the satisfaction, in the sole judgment of the Placement Agents, of
		the conditions set forth in Section 3.2(b) hereof. The Placement Agents shall
		have no rights in or to any of the escrowed funds, unless the Placement Agents
		and the Escrow Agent are notified in writing by the Company in connection with
		the Closing that a portion of the escrowed funds shall be applied to the
		Placement Fee. The Company agrees to indemnify and hold the Escrow Agent
		harmless from and against any and all losses, costs, damages, expenses and
		claims (including, without limitation, court costs and reasonable attorneys
		fees) (“Losses”) arising under this Section 3.3 or
		otherwise with respect to the funds held in escrow pursuant hereto or arising
		under the Escrow Agreement, unless it is finally determined that such Losses
		resulted directly from the willful misconduct or gross negligence of the Escrow
		Agent. Anything in this Agreement to the contrary notwithstanding, in no event
		shall the Escrow Agent be liable for any special, indirect or consequential
		loss or damage of any kind whatsoever (including but not limited to lost
		profits), even if the Escrow Agent has been advised of the likelihood of such
		loss or damage and regardless of the form of action.
	 

	 
		(b) Delivery Versus Payment through The Depository Trust
		Company. If the Investor elects to
		settle the Shares purchased by such Investor by delivery versus payment through
		DTC, no later than one (1) business
		day after the execution of this Agreement by the Investor and the
		Company, the Investor shall confirm
		that the account or accounts at LCM to be credited with the 
	 

	 
		 
	 

	 
		 
	 

	 
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		Shares being purchased by the Investor have
		a minimum balance equal to the aggregate purchase price for the Shares being
		purchased by the Investor. 
	 

	 
			
				
				   
				

			 	
				
				  3.4 Delivery of Shares.
				  
				

			 

 

	 
		(a) DWAC Delivery.
		If the Investor elects to settle the Shares purchased by such Investor through
		DTC’s DWAC delivery system, no
		later than one (1) business day after the execution of this Agreement by the
		Investor and the Company, the
		Investor shall direct the broker-dealer at which the account or accounts to be
		credited with the Shares being purchased by such Investor are maintained, which
		broker/dealer shall be a DTC participant, to set up a DWAC instructing
		Continental Stock Transfer & Trust Company, the Company’s Transfer
		Agent, to credit such account or accounts with the Shares. Such DWAC
		instruction shall indicate the settlement date for the deposit of the Shares,
		which date shall be provided to the Investor by LCM. Simultaneously with the
		delivery to the Company by the Escrow Agent of the funds held in escrow
		pursuant to Section 3.3 above, the Company shall direct the Transfer Agent to
		credit the Investor’s account or accounts with the Shares pursuant to the
		information contained in the DWAC. 
	 

	 
		(b) Delivery Versus Payment through The Depository Trust
		Company. If the Investor elects to
		settle the Shares purchased by such Investor by delivery versus payment through
		DTC, no later than one (1) business
		day after the execution of this Agreement by the Investor and the
		Company, the Investor shall notify
		LCM of the account or accounts at LCM to be credited with the Shares being
		purchased by such Investor. On the Closing Date, the Company shall deliver the
		Shares to the Investor through DTC directly to the account(s) at LCM identified
		by Investor and simultaneously therewith payment shall be made by LCM by wire
		transfer to the Company. 
	 

	 
		4. Representations, Warranties and
		Covenants of the Investor.
	 

	 
		The Investor acknowledges, represents and
		warrants to, and agrees with, the Company and the Placement Agents that:

	 

	 
		4.1 The Investor (a) is knowledgeable, sophisticated and
		experienced in making, and is qualified to make decisions with respect to,
		investments in shares presenting an investment decision like that involved in
		the purchase of the Shares, including investments in securities issued by the
		Company and investments in comparable companies, (b) has answered all questions
		on the Signature Page and the Investor Questionnaire and the answers thereto
		are true and correct as of the date hereof and will be true and correct as of
		the Closing Date and (c) in connection with its decision to purchase the number
		of Shares set forth on the Signature Page, has received and is relying only
		upon the Preliminary Prospectus and the Offering Information.
	 

	 
		 
	 

	 
		 
	 

	 
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		4.2 (a) No action has been or will be taken in any
		jurisdiction outside the United States by the Company or the Placement Agents
		that would permit an offering of the Shares, or possession or distribution of
		offering materials in connection with the issue of the Shares in any
		jurisdiction outside the United States where action for that purpose is
		required, (b) if the Investor is outside the United States, it will comply with
		all applicable laws and regulations in each foreign jurisdiction in which it
		purchases, offers, sells or delivers Shares or has in its possession or
		distributes any offering material, in all cases at its own expense and (c) the
		Placement Agents are not authorized to make and have not made any
		representation, disclosure or use of any information in connection with the
		issue, placement, purchase and sale of the Shares, except as set forth in the
		Prospectus.
	 

	 
		4.3 (a) The Investor has full right, power, authority and
		capacity to enter into this Agreement and to consummate the transactions
		contemplated hereby and has taken all necessary action to authorize the
		execution, delivery and performance of this Agreement, and (b) this Agreement
		constitutes a valid and binding obligation of the Investor enforceable against
		the Investor in accordance with its terms, except as enforceability may be
		limited by applicable bankruptcy, insolvency, reorganization, moratorium or
		similar laws affecting creditors’ and contracting parties’ rights
		generally and except as enforceability may be subject to general principles of
		equity (regardless of whether such enforceability is considered in a proceeding
		in equity or at law) and except as to the enforceability of any rights to
		indemnification or contribution that may be violative of the public policy
		underlying any law, rule or regulation (including any federal or state
		securities law, rule or regulation).
	 

	 
		4.4 The Investor understands that nothing in this
		Agreement, the Prospectus, the Offering Information or any other materials
		presented to the Investor in connection with the purchase and sale of the
		Shares constitutes legal, tax or investment advice. The Investor has consulted
		such legal, tax and investment advisors as it, in its sole discretion, has
		deemed necessary or appropriate in connection with its purchase of
		Shares.
	 

	 
		4.5 Since the date on which any Placement Agent first
		contacted such Investor about the Offering, through the time that the
		transactions contemplated by this Agreement were publicly disclosed, the
		Investor did not engage in any transactions in the securities of the Company
		(including, without limitation, any Short Sales involving the Company’s
		securities). Each Investor covenants that it will not engage in any
		transactions in the securities of the Company (including Short Sales) prior to
		the time that the transactions contemplated by this Agreement are publicly
		disclosed. Each Investor agrees that it will not use any of the Shares acquired
		pursuant to this Agreement to cover any short position in the Common Stock if
		doing so would be in violation of applicable securities laws. For purposes
		hereof, “Short Sales” include, without limitation, all “short
		sales” as defined in Rule 200 promulgated under Regulation SHO under the
		Exchange Act, whether or not against the box, and all types of direct and
		indirect stock pledges, forward sales contracts, options, puts, calls, short
		sales, swaps, “put equivalent positions” (as defined in Rule 16a-1(h)
		under the Exchange Act) and similar arrangements (including on a total return
		basis), and sales and other transactions through non-US broker dealers or
		foreign regulated brokers.
	 

	 
		5. Survival of Representations,
		Warranties and Agreements; Third Party Beneficiary. Notwithstanding any investigation made by any party to
		this Agreement or by the Placement Agents, all covenants, agreements,
		representations and warranties made by the Company and the Investor herein will
		survive the execution of this Agreement, the delivery to the Investor of the
		Shares being purchased and the payment therefor. The Placement Agents and
		Lazard Fréres & Co. 
	 

	 
		 
	 

	 
		 
	 

	 
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		shall be third party beneficiaries with
		respect to the representations, warranties and agreements of the Investor in
		Section 4 hereof.
	 

	 
		6. Notices. All notices, requests, consents and other communications
		hereunder will be in writing, will be mailed (a) if within the domestic United
		States by first-class registered or certified airmail, or nationally recognized
		overnight express courier, postage prepaid, or by facsimile or (b) if delivered
		from outside the United States, by International Federal Express or facsimile,
		and will be deemed given (i) if delivered by first-class registered or
		certified mail domestic, three business days after so mailed, (ii) if delivered
		by nationally recognized overnight carrier, one business day after so mailed,
		(iii) if delivered by International Federal Express, two business days after so
		mailed and (iv) if delivered by facsimile, upon electric confirmation of
		receipt and will be delivered and addressed as follows:
	 

	 
			
				
				   
				

			 	
				
				  (a)
				

			 	
				
				  if to the Company, to:

				

			 

 

	 
		Towerstream Corporation
	 

	 
		55 Hammarlund Way
	 

	 
		Middletown, Rhode Island 02842
	 

	 
		Attention: Jeffrey M. Thompson, CEO
	 

	 
		Facsimile: (401) 848-5130
	 

	 
		with copies to: 
	 

	 
		Haynes and Boone, LLP
	 

	 
		153 East 53rd Street
	 

	 
		Suite 4900
	 

	 
		New York, New York 10022
	 

	 
		Attention: Harvey J. Kesner, Esq.
	 

	 
		Facsimile: (212) 918-8989 
	 

	 
		(b) if to the Investor, at its address on the Signature
		Page hereto, or at such other address or addresses as may have been furnished
		to the Company in writing.
	 

	 
		7. Changes. This Agreement may not be modified or amended except
		pursuant to an instrument in writing signed by the Company and the
		Investor.
	 

	 
		8. Headings. The headings of the various sections of this Agreement
		have been inserted for convenience of reference only and will not be deemed to
		be part of this Agreement.
	 

	 
		9. Severability. In case any provision contained in this Agreement should
		be invalid, illegal or unenforceable in any respect, the validity, legality and
		enforceability of the remaining provisions contained herein will not in any way
		be affected or impaired thereby.
	 

	 
		10. Governing Law. This Agreement will be governed by, and construed in
		accordance with, the internal laws of the State of New York, without giving
		effect to the principles of conflicts of law that would require the application
		of the laws of any other jurisdiction. Any action brought seeking enforcement
		of any of the terms or provisions of this Agreement, the
	 

	 
		 
	 

	 
		 
	 

	 
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		 Prospectus, or relating to the Placement
		Agents or the Company shall be brought only in federal courts located in New
		York, New York.
	 

	 
		11. Counterparts. This Agreement may be executed in two or more
		counterparts, each of which will constitute an original, but all of which, when
		taken together, will constitute but one instrument, and will become effective
		when one or more counterparts have been signed by each party hereto and
		delivered to the other parties.
	 

	 
		12. Confirmation of Sale.
		The Investor acknowledges and agrees
		that such Investor’s receipt of the Company’s counterpart to this
		Agreement shall constitute written confirmation of the Company’s sale of
		Shares to such Investor.
	 

	 
		13. Press Release. The Company and the Investor agree that the Company
		shall issue a press release announcing the Offering prior to the opening of the
		financial markets in New York City on the business day immediately after the
		date hereof.
	 

	 
		14. Termination. In the event that the Placement Agreement is
		terminated by the Placement Agents pursuant to the terms thereof, this
		Agreement shall terminate without any further action on the part of the parties
		hereto.
	 

	 
		 
	 

	 
		 
	 

	 
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		EXHIBIT
		A
	 

	 
		TOWERSTREAM CORPORATION
	 

	 
		INVESTOR QUESTIONNAIRE
	 

	 
		Pursuant to Section 3 of
		Annex I to the Agreement, please provide us with the following
		information:
	 

	 
		 
	 

	 
			
				
				  1.
				

			 	
				
				  The exact name that your Shares are
				  to be registered in. You may use a nominee name if appropriate:
				

			 	
				
				   
				

			 	
				
				  ___________________________________
				

			 	 
	
				
				  2.
				

			 	
				
				  The relationship between the
				  Investor and the registered holder listed in response to item 1 above:
				

			 	
				
				   
				

			 	
				
				  ___________________________________
				

			 	 
	
				
				  3.
				

			 	
				
				  The mailing address of the
				  registered holder listed in response to item 1 above:
				

			 	
				
				   
				

			 	
				
				  ___________________________________
				

			 	 
	
				
				  4.
				

			 	
				
				  The Social Security Number or Tax
				  Identification Number of the registered holder listed in the response to item 1
				  above:
				

			 	
				
				   
				

			 	
				
				  ___________________________________
				

			 	 
	
				
				  5.
				

			 	
				
				  Name of DTC Participant
				  (broker-dealer at which the account or accounts to be credited with the Shares
				  are maintained):
				

			 	
				
				   
				

			 	
				
				  ___________________________________
				

			 	 
	
				
				  6.
				

			 	
				
				  DTC Participant Number:
				

			 	
				
				   
				

			 	
				
				  ___________________________________
				

			 	 
	
				
				  7.
				

			 	
				
				  Name of Account at DTC Participant
				  being credited with the Shares:
				

			 	
				
				   
				

			 	
				
				  ___________________________________
				

			 	 
	
				
				  8.
				

			 	
				
				  Account Number at DTC Participant
				  being credited with the Shares:
				

			 	
				
				   
				

			 	
				
				  ___________________________________