TOWERSTREAM CORPORATION
	 

	 
		55 HAMMARLUND WAY
	 

	 
		MIDDLETOWN, RHODE ISLAND 02842
	 

	 
		

	 

	 
		April __, 2007
	 

	 
		

	 

	 
		To the Investors in our Units of Towerstream Corporation:
	 

	 
		

	 

	 
		Reference is made to that certain Registrations Rights Agreement, dated
		as of January 12, 2007, by and between Towerstream Corporation (the
		“Company”) and each of the Investors signatory thereto and
		that certain Addendum to the Registration Rights Agreement, dated as of January
		16, 2007 (the “Addendum”). Capitalized terms used herein and
		not otherwise defined in this letter shall have the meaning ascribed to them in
		the Registration Rights Agreement and the Addendum if set forth therein.
	 

	 
		

	 

	 
		Pursuant to Section 1.9 of the Registration Rights Agreement, as replaced
		by Paragraph 5 of the Addendum, you have agreed to certain restrictions with
		respect to Registrable Securities.
	 

	 
		

	 

	 
		Section 1.9 of the Agreement, as replaced by Paragraph 5 of the Addendum,
		is hereby deleted and replaced in its entirety with the following:
	 

	 
		

	 

	 
		Each Investor hereby
		agrees that during the Effectiveness Period it will not, without the prior
		written consent of the Company and the lead underwriter or placement agent (and
		if no lead underwriter or lead placement agent is appointed, then the managing
		underwriter or managing placement agent)(the “Placement Agent”),
		during the period commencing on
		the date of effectiveness of the registration statement relating to any
		“firm commitment” or “best efforts” registered public
		offering of the Company offering a minimum of $20 million of securities (the
		“Offering”) and ending on the date specified by the Company and the
		Placement Agent (such period not to exceed one hundred eighty (180) calendar
		days following the date of the final prospectus relating to the Offering) (i)
		lend, offer, pledge, sell, contract to sell, sell any option or contract to
		purchase, purchase any option or contract to sell, grant any option, right or
		warrant to purchase, or otherwise transfer or dispose of, directly or
		indirectly, any securities of the Company, including (without limitation)
		shares of Common Stock or any securities convertible into or exercisable or
		exchangeable for Common Stock (whether now owned or hereafter acquired) or (ii)
		enter into any swap or other arrangement that transfers to another, in whole or
		in part, any of the economic consequences of ownership of any securities of the
		Company, including (without limitation) shares of Common Stock or any
		securities convertible into or exercisable or exchangeable for Common Stock
		(whether now owned or hereafter acquired),
	 

	 
		
 

	 

	 
		

	 

	 
		

	 

	 
	 
		

	 

	 
		

	 

	 
		whether any such transaction described in clause (i) or (ii) above is to
		be settled by delivery of securities, in cash or otherwise.  Each Investor
		agrees to execute an agreement(s) reflecting (i) and (ii) above as may be
		requested by the Placement Agent at the time of the Offering, and further
		agrees that the Company may impose stop transfer instructions with its transfer
		agent in order to enforce the covenants in (i) and (ii) above. The Placement
		Agent in connection with the Company’s Offering is an intended third party
		beneficiary of the covenants of this provision and shall have the right, power
		and authority to enforce such covenants as though a party hereto.
	 

	 
		This Amendment shall be effective upon receipt by Company of consent of
		the Majority Investors.
	 

	 
		

	 

	 
		Please be advised that the foregoing is highly confidential and by
		signing below you acknowledge and agree that you will not make any public
		disclosures regarding the existence or contents of this letter unless required
		by law or with our consent.
	 

	 
		

	 

	 
		

	 

	 		
	
			 
				 
			 

		  	
			 
				Very truly yours,
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				Jeffrey M. Thompson
			 

			 
				Chief Executive Officer
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  
	
			 
				 
			 

		  	
			 
				 
			 

		  


	 
		

	 

	 
		

	 

	 
		

	 

	 
		AGREED AND ACKNOWLEDGED:
	 

	 
		

	 

	 
		

	 

	 
		___________________________
	 

	 
		Print Name
	 

	 
		

	 

	 
		

	 

	 
		____________________________
	 

	 
		Signature
	 

	 
		

	 

	 
		

	 

	 
		____________________________
	 

	 
		Date