TOWERSTREAM CORPORATION
	 

	 
		55 HAMMARLUND WAY
	 

	 
		MIDDLETOWN, RHODE ISLAND 02842
	 

	 
		

	 

	 
		April __, 2007
	 

	 
		

	 

	 
		

	 

	 
		To the Investors in our 8% Convertible Debentures due December
		31, 2009:
	 

	 
		

	 

	 
		1.
	 

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

	 
		

	 

	 
		Pursuant to Section 1.9 of the Registration Rights Agreement
		you have agreed to certain restrictions with respect to Registrable
		Securities.
	 

	 
		

	 

	 
		Section 1.9 of the Registration Rights Agreement 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 lead 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 lead Placement Agent (such period not to exceed one hundred
eighty (180) calendar days following the date of the final prospectus
relating to the Offering)(the “Standoff Period”) (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 lead
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
lead 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.  The Standoff Period
and limitations herein shall be effective with respect to those
shares of Common Stock, and other securities,  acquired by each
Investor pursuant the Securities Purchase Agreement dated as of
January 16, 2007 pursuant to which the Debentures were issued, upon
conversion of the Debentures, or exercise of any Warrants, including
any issuance as a result of the applicability of any
“anti-dilution” rights related thereto, and not with
respect to any other securities acquired by such Investor.








2.



Reference is made to that certain Securities Purchase Agreement,
dated as of January 16, 2007, by and between the Company and each of
the Purchasers signatory thereto. Capitalized terms used in this
Paragraph and not otherwise defined herein shall have the meaning
ascribed to them in the Securities Purchase Agreement.








Pursuant to Section 4.13, you are entitled to participate in
Subsequent Financings by the Company, subject to the terms and
conditions and subject to the limitations set forth therein.








Section 4.13(g) of the Securities Purchase Agreement is hereby
deleted and replaced in its entirety with the following:








(g)



Notwithstanding the foregoing, this Section 4.13 shall not apply in
respect of (i) the Common Stock Transaction, (ii) an Exempt Issuance,
(iii) an underwritten public offering of Common Stock or (iv) a
“firm commitment” or “best efforts” registered
public offering by the Company.








3.



Reference is made to that certain Convertible Debenture, dated as of
January 16, 2007, by and between the Company and each of the
Purchasers signatory thereto.  Capitalized terms used in this
Paragraph and not otherwise defined herein shall have the meaning
ascribed to them in the Convertible Debenture.








For the purpose of clarification, the Equity Conditions shall not be
deemed to be satisfied during any Stand-off Period, as such term is
defined in the Registration Rights Agreement referred to in Paragraph
1 hereof.









 

























4.



Notwithstanding anything herein or in the Registration Rights
Agreement, Securities Purchase Agreement, or Convertible Debenture to
the contrary, all agreements by and between Company and the
undersigned will be construed in a manner consistent with the
foregoing provisions of this agreement, and are deemed to be amended
hereby.  This agreement shall continue in full force and effect
for the term of the agreements amended hereby; provided, however,
that in the event that a Market Standoff, as defined in paragraph 1
above, shall not have commenced prior to July 2, 2007, this Agreement
shall be of no further force and effect; provided, further, that if a
“firm commitment” or “best efforts” registered
public offering by the Company in an amount of at least $20 million
has not closed on or before the 45th day following the
earlier of (i) July 2, 2007 or (ii) the date the Securities and
Exchange Commission declares a registration statement relating to
such a “firm commitment” or “best efforts”
registered public offering effective, this Agreement shall be of no
further force and effect.








[Signature Page Follows]









 

























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:













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Date