Exhibit 4.14
	 

	 
		THIS WARRANT AND THE SHARES ISSUABLE UPON
		EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
		1933, AS AMENDED (THE “ACT”), OR UNDER ANY APPLICABLE STATE
		SECURITIES LAWS. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS
		WARRANT ARE SUBJECT TO RESTRICTIONS ON RESALE AND MAY NOT BE RESOLD EXCEPT AS
		PERMITTED UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
	 

	 
		Warrant to Purchase up to [_____] Shares of
		Common Stock
	 

	 
		of
	 

	 
		Towerstream Corporation
	 

	 
		PLACEMENT AGENT’S WARRANT

	 

	 
		Dated: June __, 2007
	 

	 
		This certifies that [Placement Agent] (the
		“Placement Agent”) or any of its permitted transferees (the
		Placement Agent or any such permitted transferee is sometimes herein called the
		“Holder”) is entitled to purchase from TOWERSTREAM
		CORPORATION, a Delaware corporation (the “Company”),
		at the price and during the period as hereinafter specified, up to [__________]
		shares (the “Shares”), par value $0.001 per share, of the Company (the
		“Common Stock”), at a purchase price of $[______] per share
		equal to the price to the public of the Common Stock in the Offering, subject
		to adjustment as described below (as so adjusted from time to time, the
		“Exercise Price”) during the five (5) year period as more fully
		set forth in Section 1 herein.
	 

	 
		This Placement Agent’s Warrant (the
		“Placement Agent’s
		Warrant”) is issued pursuant to
		that certain Placement Agent Agreement, dated June __, 2007 by and among the
		Company, Lazard Capital Markets LLC (“LCM”),
		Canaccord Adams Inc. (“Canaccord”)
		and Morgan Joseph & Co. Inc. (“Morgan”,
		and together with LCM and Canaccord, the “Placement Agents”), in connection with a public offering of the
		Company’s Common Stock, through the commercially reasonable efforts of the
		Placement Agents, as therein described (the “Placement Agent Agreement”). All capitalized terms used herein and not
		otherwise defined, shall have the meanings ascribed to such terms in the
		Placement Agent Agreement.
	 

	 
		1. Exercise. The rights represented by this Placement
		Agent’s Warrant shall be exercisable at the Exercise Price, and during the
		periods as follows:
	 

	 
		(a) During the period beginning from the
		date hereof (the “Closing
		Date”) to and through [______ __,
		200_ - NO LESS THAN 180
		DAYS], inclusive, the Holder shall have
		no right to purchase any Shares hereunder.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		(b) At any time and from time to time
		between December __, 2007 and June __, 2012 (the latter date is also referred
		to herein as the “Expiration
		Date”), inclusive, the Holder
		shall have the right to purchase all or any portion of the Shares at the
		Exercise Price.
	 

	 
		(b) After the Expiration Date, the Holder
		shall have no right to purchase all or any portion of the Shares
		hereunder.
	 

	 
		 
	 

	 
		2. Payment for Shares; Issuance of Certificates; Net
		Exercise.
	 

	 
		(a)  The rights represented by the
		Placement Agent’s Warrant may be exercised at any time within the periods
		above specified, in whole or in part, by (i) the surrender of the Placement
		Agent’s Warrant (with the purchase form at the end hereof properly
		executed) at the principal executive office of the Company as set forth in the
		Notice Section 17 hereto (or such other office or agency of the Company
		as it may designate by notice in writing to the Holder at the address of the
		Holder appearing on the books of the Company); (ii) payment to the Company of
		the Exercise Price then in effect for the number of Shares specified in the
		above-mentioned purchase form together with applicable stock transfer taxes, if
		any; and (iii) delivery to the Company of a duly executed agreement signed by
		the person(s) designated in the purchase form to the effect that such person(s)
		agree(s) to be bound by the provisions of Section 6 and
		subsections (b), (c), (d), (e) and (f) of Section 7
		hereof. The Placement Agent’s Warrant shall be deemed to have been
		exercised, in whole or in part to the extent specified, immediately prior to
		the close of business on the date the Placement Agent’s Warrant is
		surrendered and payment is made in accordance with the foregoing provisions of
		this Section 2, and the person or persons in whose name or names the
		certificates for the Shares shall be issuable upon such exercise shall become
		the holder or holders of record of such Shares at that time and date. The
		Shares and the certificates for the Shares so purchased shall be delivered to
		the Holder within a reasonable time, not exceeding ten (10) business days,
		after the rights represented by this Placement Agent’s Warrant shall have
		been so exercised.
	 

	 
		(b)  Notwithstanding anything to the
		contrary contained in Section
		2(a), the Holder may elect to exercise
		this Placement Agent’s Warrant in whole or in part on a “cashless
		exercise basis” by receiving Shares equal to the value (as determined
		below) of this Placement Agent’s Warrant, or any part hereof, upon
		surrender of the Placement Agent’s Warrant at the principal office of the
		Company together with notice of such election in which event the Company shall
		issue to the Holder a number of Shares computed using the following
		formula:
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  X
				

			 	
				
				  =
				

			 	
				
				  Y(A-B)
				

			 	
				
				   
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  A
				

			 	
				
				   
				

			 

 

	 
		 
	 

	 
			
				
				  Where:
				

			 	
				
				  X =
				

			 	
				
				  the number of Shares to be issued to
				  the Holder;
				

			 

 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				  Y =
				

			 	
				
				  the number of Shares issuable upon
				  exercise of this Placement Agent’s Warrant or, if only a portion of this
				  Placement Agent’s Warrant is being exercised, the portion of this
				  Placement Agent’s Warrant being canceled (at the date of such
				  calculation);
				

			 
	
				
				   
				

			 	
				
				  A =
				

			 	
				
				  the fair market value of one share
				  of Common Stock (at the date of such calculation); and
				

			 
	
				
				   
				

			 	
				
				  B =
				

			 	
				
				  the Exercise Price (as adjusted to
				  the date of such calculation).
				

			 

 

	 
		For the purpose of any computation under
		this Subsection 2(b), the fair market value per share of Common Stock at any
		date shall be deemed to be the Closing Price (as defined below) of the Common
		Stock on the Trading Day immediately preceding the date as of which the fair
		market value is being determined,
		provided however, that if the shares of
		Common Stock are not then listed or quoted on any market or exchange, then the
		fair market value shall be the average of the closing bid prices for the Common
		Stock on the OTC Bulletin Board, or, if such is not available, the Pink Sheets
		LLC, or otherwise the average of the closing bid prices for the Common Stock
		quoted by two market-makers of the Common Stock, or otherwise such fair market
		value shall be determined in good faith by the Company and the Holders.
		“Trading Day” shall mean any day on which the principal United
		States securities exchange or trading market on which the shares of Common
		Stock are listed, quoted or traded (the “Principal Market”) as reported by Bloomberg Financial Markets
		(“Bloomberg’s”)
		is open for trading. “Closing
		Price” shall mean the average of
		the last sale prices for the Common Stock on the Principal Market for the ten
		Trading Days previous to the date of determination.
	 

	 
		3. Transfer.
		(a) The Placement Agent’s Warrant shall not be sold, transferred,
		assigned, pledged, or hypothecated, or be the subject of any hedging, short
		sale, derivative, put, or call transaction that would result in the effective
		economic disposition of the Warrant or the Shares for a period of one hundred
		eighty (180) days commencing on the Closing Date, except that it may be
		transferred to successors of the Holder.
	 

	 
		(b) Any transfer of this Placement
		Agent’s Warrant shall be effected by the Holder by (i) executing the form
		of assignment at the end hereof and (ii) surrendering the Placement
		Agent’s Warrant for cancellation at the office or agency of the Company
		referred to in Section 2 hereof, accompanied by (y) a certificate (signed by an
		officer of the Holder, or other authorized representative reasonably
		satisfactory to the Company, if the Holder is an entity) stating that each
		transferee is a permitted transferee under this Section 3; and,
		if applicable, (z) an opinion of counsel, reasonably satisfactory in form and
		substance to the Company, to the effect that the Shares or the Placement
		Agent’s Warrant, as the case may be, may be sold or otherwise transferred
		without registration under the Securities Act of 1933, as amended (the
		“Act”). 
	 

	 
		Upon any transfer of this Placement
		Agent’s Warrant or any part thereof in accordance with the first sentence
		of this Section 3(b), the Company shall issue, in the name or names 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		specified by the Holder (including the
		Holder), a new Placement Agent’s Warrant or Warrants of like tenor
		(including all substantive provisions hereof) and representing in the aggregate
		rights to purchase the same number of Shares as are purchasable hereunder at
		such time.
	 

	 
		(c) Any attempted transfer of this Placement
		Agent’s Warrant or any part thereof in violation of this Section 3 shall
		be null and void ab
		initio.
	 

	 
		(d) This Placement Agent’s Warrant may
		not be exercised and neither this Placement Agent’s Warrant nor any of the
		Shares, nor any interest in either, may be offered, sold, assigned, pledged,
		hypothecated, encumbered or in any other manner transferred or disposed of, in
		whole or in part, except in compliance with applicable United States federal
		and state securities laws and the terms and conditions hereof. Each Placement
		Agent’s Warrant shall bear a legend in substantially the same form as the
		legend set forth on the first page of this Placement Agent’s Warrant. Each
		certificate for Shares issued upon exercise of this Placement Agent’s
		Warrant, unless at the time of exercise such Shares are acquired pursuant to a
		registration statement that has been declared effective under the Act and
		applicable blue sky laws, shall bear a legend substantially in the following
		form:
	 

	 
		“THE SHARES REPRESENTED BY THIS
		CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED
		UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). SUCH SHARES
		MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF REGISTRATION OR AN EXEMPTION
		THEREFROM. TOWERSTREAM CORPORATION MAY REQUIRE AN OPINION OF COUNSEL REASONABLY
		ACCEPTABLE TO IT THAT A PROPOSED TRANSFER OR SALE IS IN COMPLIANCE WITH THE
		ACT.”
	 

	 
		Any certificate for any Shares issued at any
		time in exchange or substitution for any certificate for any Shares bearing
		such legend (except a new certificate for any Shares issued after the
		acquisition of such Shares pursuant to a registration statement that has been
		declared effective under the Act) shall also bear such legend unless, in the
		opinion of counsel for the Company, the Shares represented thereby need no
		longer be subject to the restriction contained herein. The provisions of this
		Section 3(d) shall be binding upon all subsequent holders of
		certificates for Shares bearing the above legend and all subsequent holders of
		this Placement Agent’s Warrant, if any.
	 

	 
		4. Shares to be Fully Paid; Reservation of
		Shares. The Company covenants and
		agrees that all Shares which may be purchased hereunder will, upon issuance and
		delivery against payment therefor of the requisite purchase price, be duly and
		validly issued, fully paid and nonassessable. The Company further covenants and
		agrees that, during the periods within which the Placement Agent’s Warrant
		may be exercised, the Company will at all times have authorized and reserved a
		sufficient amount of Common Stock to provide for the exercise of the Placement
		Agent’s Warrant.
	 

	 
		5. No Voting or Dividend Rights. The Placement Agent’s Warrant shall not
		entitle the Holder to any voting rights or any other rights, including without
		limitation notice of meetings of other actions or receipt of dividends or other
		distributions, as a stockholder of the Company.
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		6. Registration Rights. (a)  The Company covenants and agrees that
		(subject to the provisions of this Section 6), it
		will prepare and file with the U.S. Securities and Exchange Commission (the
		“Commission”) within ninety (90) days from the date hereof, a
		registration statement on Form SB-2 (or if such form is not available, a Form
		S-1) covering all of the Shares underlying this Placement Agent’s Warrant
		(the “Registrable
		Securities”) for a secondary or
		resale offering (the “Registration
		Statement”). The Company will use
		its commercially reasonable efforts to cause the Registration Statement to be
		declared effective under the Act (including filing with the Commission a
		request for acceleration of effectiveness in accordance with Rule 461
		promulgated under the Act) no later than December __, 2007, the date which is
		no later than 180 days from the date hereof, and to keep the Registration
		Statement continuously effective until the earlier of (i) such time that all of
		the Registrable Securities have been sold, (ii) the date when the Holder may
		sell the Registrable Securities pursuant to Rule 144(k) promulgated under the
		Act, as determined by counsel to the Company pursuant to a written opinion
		letter, or (iii) the Expiration Date.
	 

	 
		(b)  If (i) at any time when a
		prospectus relating to Registrable Securities is required to be made available
		under the Act, the Company discovers that, or any event occurs as a result of
		which, the prospectus (including any supplement thereto) included in the
		Registration Statement, as then in effect, includes an untrue statement of a
		material fact or omits to state any material fact required to be stated therein
		or necessary to make the statements therein, in the light of the circumstances
		under which they were made, not misleading, or (ii) the Commission issues any
		stop order suspending the effectiveness of the Registration Statement or
		proceedings are initiated or threatened for that purpose, then the Company
		shall promptly deliver a written notice to such effect to each Holder whose
		Registrable Securities are included in the Registration Statement, and each
		such Holder shall immediately upon receipt of such notice discontinue its
		disposition of Registrable Securities pursuant to the Registration Statement
		until the copies of the supplemented or amended prospectus contemplated by the
		immediately following sentence is made available and, if so directed by the
		Company, shall deliver to the Company (at the Company’s expense), if
		applicable, all copies, other than permanent file copies, then in such
		Holder’s possession of the prospectus or prospectus supplement relating to
		such Registrable Securities current at the time of receipt of such notice. As
		promptly as practicable following the event or discovery referred to in clause
		(i) of the immediately preceding sentence, the Company shall prepare and make
		available to the Holders whose Registrable Securities are included in the
		Registration Statement the amendment or supplement of such prospectus so that,
		as thereafter made available to purchasers of such Registrable Securities, such
		prospectus shall not include an untrue statement of a material fact or omit to
		state a material fact required to be stated therein or necessary to make the
		statements therein, in the light of the circumstances under which they were
		made, not misleading. Notwithstanding anything to the contrary in this
		Section 6, if the filing or maintenance of the Registration
		Statement would require the Company to make a disclosure that would, in the
		reasonable judgment of the Company’s Board of Directors, have a material
		adverse effect on the business, operations, properties, prospects or financial
		condition of the Company or on pending or imminent transactions, the Company
		shall have the right, exercisable for a period
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		not to exceed in the aggregate sixty (60)
		consecutive calendar days in any period of twelve consecutive months (the
		“Blackout Period”) upon written notice to the Holders, to delay the
		filing of the Registration Statement or of any amendment thereto, to suspend
		its obligation to maintain the effectiveness of the Registration Statement and
		to suspend the use of any prospectus or prospectus supplement in connection
		with the Registration Statement. Each Holder agrees that upon receipt of any
		such notice from the Company, it shall immediately cease all efforts to dispose
		of Registrable Securities pursuant to the Registration Statement until such
		time as the Company shall notify it of the end of such restrictions or, if
		earlier, the expiration of the Blackout Period. 
	 

	 
		7. Indemnification. (a) Whenever the Registration Statement relating
		to the Shares issued upon exercise of the Placement Agent’s Warrant is
		filed under the Act, amended or supplemented, the Company will indemnify and
		hold harmless each Holder of the securities covered by the Registration
		Statement, amendment or supplement (such Holder being hereinafter called the
		“Distributing
		Holder”), and each person, if any,
		who controls (within the meaning of the Act) the Distributing Holder, and each
		underwriter (within the meaning of the Act) of such securities and each person,
		if any, who controls (within the meaning of the Act) any such underwriter,
		against any losses, claims, damages or liabilities, joint or several, to which
		the Distributing Holder, any such controlling person or any such underwriter
		may become subject, under the Act or otherwise, insofar as such losses, claims,
		damages or liabilities, or actions in respect thereof, arise out of or are
		based upon (i) any untrue statement or alleged untrue statement of any material
		fact contained in the Registration Statement as declared effective or any final
		prospectus constituting a part thereof or any amendment or supplement thereto,
		(ii) the omission or the alleged omission to state therein a material fact
		required to be stated therein or necessary to make the statements therein not
		misleading or (iii) any act or failure to act, or any alleged act or failure to
		act, by any Distributing Holder in connection with, or relating in any manner
		to, the Registration Statement or the offering contemplated thereby, and which
		is included as part of or referred to in any loss, claim, damage, liability or
		action arising out of or based upon matters covered by clause (i) or (ii)
		above; (provided that the Company shall not be liable in the case of any matter
		covered by this clause (iii) to the extent that it is determined in a final
		judgment by a court of competent jurisdiction that such loss, claim, damage,
		liability or action resulted directly from any such act or failure to act
		undertaken or omitted to be taken by such Distributing Holder through its gross
		negligence or willful misconduct) and will reimburse the Distributing Holder or
		such controlling person or underwriter promptly upon demand for any legal or
		other expense reasonably incurred by them in connection with investigating or
		defending any such loss, claim, damage, liability or action as such expenses
		are incurred; provided, however, that the Company will not be liable in any
		such case to the extent that any such loss, claim, damage, liability or action
		arises out of or is based upon an untrue statement or alleged untrue statement
		or omission or alleged omission made in said Registration Statement, said
		preliminary prospectus, said final prospectus or said amendment or supplement
		in reliance upon and in conformity with written information furnished by such
		Distributing Holder or any other Distributing Holder for use in the preparation
		thereof and provided further, that the indemnity agreement provided in this
		Section 7(a) with respect to any preliminary prospectus shall not
		inure to the benefit of any Distributing Holder, controlling person of such
		Distributing Holder, underwriter or controlling person of such underwriter from
		whom the person asserting any losses, claims, charges, liabilities or
		litigation based upon any untrue statement or alleged untrue 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		statement of a material fact or omission or
		alleged omission to state therein a material fact, received such preliminary
		prospectus, if a copy of the prospectus in which such untrue statement or
		alleged untrue statement or omission or alleged omission was corrected has not
		been sent or given to such person within the time required by the Act and the
		rules and regulations of the Commission thereunder. This indemnity agreement is
		not exclusive and will be in addition to any liability, which the Company might
		otherwise have and shall not limit any rights or remedies that may otherwise be
		available at law or in equity to each Distributing Holder.
	 

	 
		(b) The Distributing Holder will indemnify
		and hold harmless the Company, each of its directors, each of its officers who
		have signed the Registration Statement and each person, if any, who
		controls the Company (within the meaning of the Act) against any losses,
		claims, damages or liabilities, joint or several, to which the Company or any
		such director, officer or controlling person may become subject, under the Act
		or otherwise, insofar as such losses, claims, damages or liabilities, or
		actions in respect thereof, arise out of or are based upon (i) any untrue or
		alleged untrue statement of any material fact contained in said Registration
		Statement, said preliminary prospectus, said final prospectus, or said
		amendment or supplement, or (ii) are based upon the omission or the alleged
		omission to state therein a material fact required to be stated therein or
		necessary to make the statements therein not misleading, in each case to the
		extent, but only to the extent, that such loss, claim, damage or liability
		arises out of or is based upon an untrue statement or alleged untrue statement
		or omission or alleged omission made in said Registration Statement, said
		preliminary prospectus, said final prospectus or said amendment or supplement
		in reliance upon and in conformity with written information furnished by such
		Distributing Holder for use in the preparation thereof; and will reimburse the
		Company or any such director, officer or controlling person for any legal or
		other expenses reasonably incurred by them in connection with investigating or
		defending any such loss, claim, damage, liability or action as such expenses
		are incurred. This indemnity agreement is not exclusive and will be in addition
		to any liability, which each Distributing Holder might otherwise have and shall
		not limit any rights or remedies that may otherwise be available at law or in
		equity to the Company.
	 

	 
		(c) Promptly after receipt by an indemnified
		party under this Section
		7 of notice of the commencement of any
		action, such indemnified party will, if a claim in respect thereof is to be
		made against an indemnifying party under this Section 7,
		notify the indemnifying party in writing of the commencement thereof, but the
		omission so to notify the indemnifying party will not relieve it from any
		liability which it may have to any indemnified party for indemnity or
		contribution to the extent the indemnifying party is not prejudiced as a
		proximate result of such failure. In case any such action is brought against
		any indemnified party, and such indemnified party seeks or intends to seek
		indemnity from an indemnifying party, the indemnifying party will be entitled
		to participate in, and, to the extent that it shall elect, jointly with any
		other indemnifying party similarly notified, by written notice delivered to the
		indemnified party promptly after receiving the aforesaid notice from such
		indemnified party, to assume the defense thereof with counsel reasonably
		satisfactory to such indemnified party; provided, however, if the defendants in
		any such action include both the indemnified party and the indemnifying party
		and the indemnified party shall have reasonably concluded that a conflict may
		arise between the positions of the indemnifying party and the indemnified party
		in conducting the defense of any such action or that there may be legal
		defenses available to it and/or other indemnified parties which are different
		from or additional to those available to the indemnifying party, the 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		indemnified party or parties shall have the
		right to select separate counsel to assume such legal defenses and to otherwise
		participate in the defense of such action on behalf of such indemnified party
		or parties. Upon receipt of notice from the indemnifying party to such
		indemnified party of such indemnifying party’s election so to assume the
		defense of such action and approval by the indemnified party of counsel (which
		approval shall not be unreasonably withheld or delayed), the indemnifying party
		will not be liable to such indemnified party under this Section 7 for
		any legal or other expenses subsequently incurred by such indemnified party in
		connection with the defense thereof unless:
	 

	 
		(i) the indemnified party shall have
		employed separate counsel in accordance with the proviso to the next preceding
		sentence (it being understood, however, that the indemnifying party shall not
		be liable for the expenses of more than one separate counsel (together with
		local counsel), representing the indemnified parties who are parties to such
		action); (ii) the indemnifying party shall not have employed counsel
		satisfactory to the indemnified party to represent the indemnified party within
		a reasonable time after notice of commencement of the action; or (iii) the
		indemnifying party has authorized the employment of counsel for the indemnified
		party satisfactory to the indemnified party at the expense of the indemnifying
		party, in each of which cases the fees and expenses of counsel shall be at the
		expense of the indemnifying party.
	 

	 
		(d)  The indemnifying party under this
		Section 7 shall not be liable for any settlement of any
		proceeding effected without its written consent, which consent shall not be
		unreasonably withheld or delayed, but if settled with such consent or if there
		be a final judgment for the plaintiff, the indemnifying party agrees to
		indemnify the indemnified party against any loss, claim, damage, liability or
		expense by reason of such settlement or judgment. No indemnifying party shall,
		without the prior written consent of the indemnified party, effect any
		settlement, compromise or consent to the entry of judgment in any pending or
		threatened action, suit or proceeding in respect of which any indemnified party
		is or could have been a party and indemnity was or could have been sought
		hereunder by such indemnified party, unless such settlement, compromise or
		consent includes: (i) an unconditional release of such indemnified party from
		all liability on claims that are the subject matter of such action, suit or
		proceeding; and (ii) does not include a statement as to or an admission of
		fault, culpability or a failure to act by or on behalf of any indemnified
		party.
	 

	 
		(e)  Any losses, claims, damages,
		liabilities or expenses for which an indemnified party is entitled to
		indemnification or contribution under this Section 7 shall
		be paid by the indemnifying party to the indemnified party as such losses,
		claims, damages, liabilities or expenses are incurred, but in all cases, no
		later than forty-five (45) days after invoice to the indemnifying party.

	 

	 
		(f)  If the indemnification provided
		for in this Section 7 is unavailable to or insufficient to hold harmless an
		indemnified party under Section
		7(a) or 7(b) above in
		respect of any losses, claims, damages or liabilities (or actions or
		proceedings in respect thereof) then each indemnifying party shall contribute
		to the aggregate amount paid or payable by such indemnified party in such
		proportion as is appropriate to reflect the relative fault of such indemnifying
		party on the one hand and the indemnified party on the other in connection with
		the statements or 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		omissions which resulted in such losses,
		claims, damages or liabilities (or actions or proceedings in respect thereof),
		as well as any other relevant equitable considerations. The relative fault
		shall be determined by reference to, among other things, whether the untrue or
		alleged untrue statement of a material fact or the omission or alleged omission
		to state a material fact relates to information supplied by the Company or the
		“control” stockholders on the one hand or the Distributing Holder on
		the other and the parties’ relative intent, knowledge, access to
		information and opportunity to correct or prevent such statement or
		omission.
	 

	 
		The Company and each Distributing Holder
		agree that it would not be just and equitable if contributions pursuant to this
		Section 7(f) were determined by pro rata allocation or by any other
		method of allocation which does not take account of the equitable
		considerations referred to above in this Section 7(f).
		The amount paid or payable by an indemnified party as a result of the losses,
		claims, damages or liabilities (or actions or proceedings in respect thereof)
		referred to above in this Section
		7(f) shall be deemed to include any
		legal or other expenses reasonably incurred by such indemnified party in
		connection with investigating or defending any such action or claim.
		Notwithstanding the provisions of this Section 7(f):
		(i) each Distributing Holder shall not be required to contribute any amount in
		excess of the amount of proceeds received by such Holder from sale(s) of such
		Holder’s Shares pursuant to the Registration Statement; and (ii) no person
		guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of
		the Act) shall be entitled to contribution from any person who was not guilty
		of such fraudulent misrepresentation.
	 

	 
		8. Adjustment of Exercise Price. The Exercise Price in effect at the time and the
		number and kind of securities purchasable upon the exercise of this Placement
		Agent’s Warrant shall be subject to adjustment from time to time upon the
		happening of certain events as follows:
	 

	 
		(a)  In case the Company shall, while
		this Placement Agent’s Warrant remains outstanding and unexpired, (i)
		declare a dividend or make a distribution on its outstanding Common Stock in
		Common Stock, (ii) subdivide or reclassify its outstanding Common Stock into a
		greater number of shares, (iii) combine or reclassify its outstanding Common
		Stock into a smaller number of shares, or (iv) enter into any transaction
		whereby the outstanding shares of Common Stock of the Company are at any time
		changed into or exchanged for a different number or kind of shares or other
		securities of the Company or of another corporation through reorganization,
		sale of substantially all of the Company’s assets or any successor
		corporation’s assets to any other business entity, merger, consolidation,
		liquidation or recapitalization, then appropriate adjustments in the number of
		Shares (or other securities for which such Shares have previously been
		exchanged or converted) subject to this Placement Agent’s Warrant shall be
		made and the Exercise Price in effect at the time of the record date for such
		dividend or distribution or of the effective date of such subdivision,
		combination, reclassification, reorganization, merger, consolidation,
		liquidation or recapitalization shall be proportionately adjusted so that the
		Holder of this Placement Agent’s Warrant exercised after such date shall
		be entitled to receive the aggregate number and kind of shares or other
		securities which, if this Placement Agent’s Warrant had been exercised by
		such Holder immediately prior to such date, the Holder would have been entitled
		to receive upon such dividend, distribution, subdivision, combination,
		reclassification, reorganization, merger, consolidation, liquidation or
		recapitalization. For example, if the Company declares a 2 for 1 stock
		subdivision (split) and the 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		Exercise Price hereof immediately prior to
		such event was $7.00 per Share and the number of Shares issuable upon exercise
		of this Placement Agent’s Warrant was 85,500, the adjusted Exercise Price
		immediately after such event would be $3.50 per Share and the adjusted number
		of Shares issuable upon exercise of this Placement Agent’s Warrant would
		be 171,000. Such adjustment shall be made successively whenever any event
		listed above shall occur.
	 

	 
		(b)  Whenever any adjustment shall be
		made pursuant to Section
		8 hereof, the Company shall promptly
		make a certificate signed by its Chairman, Chief Executive Officer, President,
		Vice President, Chief Financial Officer or Treasurer, setting forth in
		reasonable detail the event requiring the adjustment, the amount of the
		adjustment, the method by which such adjustment was calculated and the adjusted
		Exercise Price and the adjusted number of shares of  Common Stock issuable
		upon exercise of this Placement Agent’s Warrant after giving effect to
		such adjustment, and shall promptly cause copies of such certificates to be
		mailed (by first class mail, postage prepaid) to the Holder of this Placement
		Agent’s Warrant at its address set forth in the purchase form annexed
		hereto, and shall cause a certified copy thereof to be mailed to the
		Company’s transfer agent, if any. The Company may retain a firm of
		independent certified public accountants selected by the Board of Directors
		(who may be the regular accountants employed by the Company) to make any
		computation required by this Section
		8, and a certificate signed by such
		firm shall be conclusive evidence of the correctness of such adjustment.
		
	 

	 
		(c)  In the event that at any time, as
		a result of an adjustment made pursuant to the provisions of this
		Section 8, the Holder of the Placement Agent’s Warrant
		thereafter shall become entitled to receive any shares of the Company other
		than Common Stock, thereafter the number of such other shares so receivable
		upon exercise of the Placement Agent’s Warrant shall be subject to
		adjustment from time to time in a manner and on terms as nearly equivalent as
		practicable to the provisions with respect to the Common Stock contained in
		Sections 8(a) above. 
	 

	 
		9. Governing Law, Agent for Service and
		Jurisdiction. This Agreement shall be governed by and construed in
		accordance with the laws of the State of New York, including without limitation
		Section 5-1401 of the New York General Obligations Law.
		No legal proceeding may be commenced,
		prosecuted or continued in any court other than the courts of the State of New
		York located in the City and County of New York or in the United States
		District Court for the Southern District of New York, which courts shall have
		jurisdiction over the adjudication of such matters, and the Company and the
		Placement Agents each hereby consent to the jurisdiction of such courts and
		personal service with respect thereto. The Company and the Placement Agents
		each hereby consent to personal jurisdiction, service and venue in any court in
		which any legal proceeding arising out of or in any way relating to this
		Agreement is brought by any third party against the Company or the Placement
		Agents. The Company and the Placement Agents each hereby waive all right to
		trial by jury in any legal proceeding (whether based upon contract, tort or
		otherwise) in any way arising out of or relating to this Agreement. The Company
		agrees that a final judgment in any such legal proceeding brought in any such
		court shall be conclusive and binding upon the Company and the Placement Agents
		and may be enforced in any other courts in the jurisdiction of which the
		Company is or may be subject, by suit upon such judgment.
	 

	 
		10. Binding Effect on Successors. In case of any consolidation of the Company with,
		or 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		merger of the Company into, any other
		entity, or in case of any sale or conveyance of all or substantially all of the
		assets of the Company other than in connection with a plan of complete
		liquidation of the Company at any time prior to the Expiration Date, then as a
		condition of such consolidation, merger or sale or conveyance, the Company
		shall give written notice of consolidation, merger, sale or conveyance to the
		Holder and, from and after the effective date of such consolidation, merger,
		sale or conveyance, this Placement Agent’s Warrant shall represent, upon
		exercise, only the right to receive the consideration that would have been
		issuable in respect of the Shares underlying the Placement Agent’s Warrant
		in such consolidation, merger, sale or conveyance had the Placement
		Agent’s Warrant been exercised in full immediately prior to such effective
		time and the Holder shall have no further rights under this Placement
		Agent’s Warrant other than the right to receive such consideration.

	 

	 
		11. Fractional Shares. No fractional shares shall be issued upon exercise of
		this Placement Agent’s Warrant. The Company shall, in lieu of issuing any
		fractional share, pay the holder entitled to such fraction a sum in cash equal
		to such fraction multiplied by the then effective Exercise Price.
	 

	 
		12. Lost Warrants. The Company represents and warrants to the Holder
		hereof that upon receipt of evidence reasonably satisfactory to the Company of
		the loss, theft, destruction, or mutilation of this Placement Agent’s
		Warrant and, in the case of any such loss, theft or destruction, upon receipt
		of an affidavit of loss and indemnity reasonably satisfactory to the Company,
		or in the case of any such mutilation upon surrender and cancellation of such
		Placement Agent’s Warrant, the Company, at its expense, will make and
		deliver a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or
		mutilated Warrant.
	 

	 
		13. Headings. The headings of the several sections and
		paragraphs of this Placement Agent’s Warrant are inserted for convenience
		only and do not constitute a part of this Placement Agent’s
		Warrant.
	 

	 
		14. Modification and Waiver. This Placement Agent’s Warrant and any
		provision hereof may be changed, waived, discharged or terminated only by an
		instrument in writing signed by the party against which enforcement of the same
		is sought.
	 

	 
		15. Survival. The rights and obligations of the Company, of the
		Holder and of the holder of Shares issued upon exercise of this Placement
		Agent’s Warrant shall survive the exercise of this Placement Agent’s
		Warrant.
	 

	 
		16. Remedies.
		The Company stipulates that the remedies at law of the Holder of this Placement
		Agent’s Warrant in the event of any default or threatened default by the
		Company in the performance of or compliance with any of the terms of this
		Placement Agent’s Warrant are not and will not be adequate and that, to
		the fullest extent permitted by law, such terms may be specifically enforced by
		a decree for the specific performance of any agreement contained herein or by
		an injunction against a violation of any of the terms hereof or
		otherwise.
	 

	 
		17. Notice. Any
		notice required or contemplated by this Placement Agent’s Warrant shall be
		deemed to have been duly given if transmitted by registered or certified mail,
		return 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		receipt requested, or nationally recognized
		overnight delivery service,
		to the Company at its principal
		executive offices located at 55 Hammarlund Way, Middletown, Rhode Island 02842,
		Attention: Jeffrey M. Thompson, Chief Executive Officer, or to the Holder at
		the name and address set forth in the Warrant Register maintained by the
		Company. 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		IN WITNESS WHEREOF, the Company has caused
		this Placement Agent’s Warrant to be signed by its duly authorized
		officers under its corporate seal, and this Placement Agent’s Warrant to
		be dated June [__], 2007.
	 

	 
		 
	 

	 
		 
	 

	 
			
				
				   
				

			 	
				
				   
				

			 	
				
				  TOWERSTREAM
				  CORPORATION
				

			 
	
				
				

			 	
				
				   
				

			 	
				
				  
 By: 
				

			 	
				
				

			 
	
				
				   
				

			 	
				
				   
				

			 	
				
				   
				

			 	
				
				  Name:

				  Title:
				

			 

 

	 
		 
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		PURCHASE FORM
	 

	 
		(To be signed only upon exercise of
		Warrant)
	 

	 
		The undersigned, the holder of the foregoing
		Placement Agent’s Warrant, hereby irrevocably elects to exercise the
		purchase rights represented by such Placement Agent’s Warrant for, and to
		purchase thereunder, [________] shares of Common Stock, par value $0.001 per
		share (the “Shares”), of TOWERSTREAM CORPORATION for an Exercise
		Price of $[_____] per share and either:
	 

	 
		o 
		tenders herewith payment of the aggregate Exercise Price in respect of the
		Shares in full, in the amount of $_________; or
	 

	 
		o elects
		pursuant to Section 2(b) of such Warrant to convert such Warrant into Common
		Stock on a cashless exercise basis; and
	 

	 
		o requests
		that the certificates for the Shares issued in the name(s) of, and delivered to
		_________________, whose address(es) is (are):
	 

	 
		 
	 

	 
		Dated: _________________
	 

	 
		By:
	 

	 
		_____________________________________
	 

	 
		_____________________________________
	 

	 
		_____________________________________
	 

	 
		Address
	 

	 
		Social Security or other identifying
		Number:
	 

	 
		 _____________________________________
	 

	 
		 
	 

	 
		 
	 



	 
	 

	 

	 
		TRANSFER FORM
	 

	 
		(To be signed only upon transfer of
		Placement Agent’s Warrant)
	 

	 
		For value received, the undersigned hereby
		sells, assigns, and transfers unto ______________________________ the right to
		purchase Shares represented by the foregoing Placement Agent’s Warrant to
		the extent of __________ Shares, and appoints _________________________
		attorney to transfer such rights on the books of Towerstream Corporation, with
		full power of substitution in the premises.
	 

	 
		 
	 

	 
		Dated: __________________________
	 

	 
		By:
	 

	 
		_____________________________________
	 

	 
		_____________________________________
	 

	 
		_____________________________________
	 

	 
		Address
	 

	 
		 
	 

	 
		In the presence of:
	 

	 
		____________________________________