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:
	 

	 
		

	 

	 
		

	 

	 
		___________________________
	 

	 
		Print Name
	 

	 
		

	 

	 
		

	 

	 
		____________________________
	 

	 
		Signature
	 

	 
		

	 

	 
		

	 

	 
		____________________________
	 

	 
		Date