Towerstream Corp Sample Contracts

RECITALS
Registration Rights Agreement • January 19th, 2007 • Towerstream Corp • Miscellaneous publishing • New York
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RECITALS
Registration Rights Agreement • January 19th, 2007 • Towerstream Corp • Miscellaneous publishing
WITNESSETH:
Agreement and Plan of Merger • January 5th, 2007 • University Girls Calendar LTD • Miscellaneous publishing • Delaware
ARTICLE I. DEFINITIONS
Securities Purchase Agreement • January 19th, 2007 • Towerstream Corp • Miscellaneous publishing • New York
10,000,000 Firm Stock Shares par value $0.001 1,500,000 Additional Stock Shares TOWERSTREAM CORPORATION Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • February 1st, 2013 • Towerstream Corp • Communications services, nec • New York
TOWERSTREAM CORPORATION UNDERWRITING AGREEMENT 2,962,963 Shares of Common Stock
Underwriting Agreement • September 16th, 2016 • Towerstream Corp • Communications services, nec • New York

Towerstream Corporation, a Delaware corporation (the “Company”), proposes, subject to the terms and conditions stated herein, to issue and sell to the underwriters named in Schedule I hereto (the “Underwriters,” or each, an “Underwriter”), for whom Laidlaw & Company (UK) Ltd. is acting as representative (the “Representative”), an aggregate of 2,962,963 authorized but unissued shares of common stock, par value $0.001 per share, (the “Common Stock”) of the Company (the “Firm Shares”). The Company also proposes to sell to the Underwriters, upon the terms and conditions set forth in Section 4 hereof, up to an additional 444,444 shares of Common Stock (the “Option Shares”). The Firm Shares and the Option Shares are hereinafter collectively referred to as the “Shares” or the “Securities”.

WARRANT
Towerstream Corp • January 19th, 2007 • Miscellaneous publishing
WARRANT AGENT AGREEMENT
Warrant Agent Agreement • September 26th, 2017 • Towerstream Corp • Communications services, nec • New York

WARRANT AGENT AGREEMENT (this “Warrant Agreement”) dated as of _________, 2017 (the “Issuance Date”) between Towerstream Corporation, a company incorporated under the laws of the State of Delaware (the “Company”), and Equity Stock Transfer (the “Warrant Agent”).

REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • November 30th, 2016 • Towerstream Corp • Communications services, nec

THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of November 22, 2016, among the undersigned corporation (the “Company”), and each signatory hereto (each, an “Investor” and collectively, the “Investors”).

FORM OF COMMON STOCK PURCHASE WARRANT Towerstream Corporation
Towerstream Corp • November 30th, 2016 • Communications services, nec

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, HS Contrarian Investments LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior to the close of business on the five (5) year anniversary of the Initial Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from TOWERSTREAM CORPORATION, a Delaware corporation (the “Company”), up to 4,000,000 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).

5,714,286 Shares TOWERSTREAM CORPORATION Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • November 23rd, 2010 • Towerstream Corp • Communications services, nec • New York
EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • January 11th, 2018 • Towerstream Corp • Communications services, nec • New York

This EXECUTIVE EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of the 8th day of January, 2018 by and between Towerstream Corporation, a Delaware corporation (the “Company”) and John Macdonald, an individual (“Executive”).

UNDERWRITING AGREEMENT between TOWERSTREAM CORPORATION and JOSEPH GUNNAR & CO., LLC as Representative of the Several Underwriters
Underwriting Agreement • September 26th, 2017 • Towerstream Corp • Communications services, nec • New York

Joseph Gunnar & Co., LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 30 Broad Street, 11th Fl

EXCHANGE AGREEMENT
Exchange Agreement • November 30th, 2016 • Towerstream Corp • Communications services, nec • New York

THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of November 22, 2016, is made by and between Towerstream Corporation, a Delaware corporation (“Company”), and the holder of Warrants (as defined herein) signatory hereto (the “Holder”).

RIGHTS AGREEMENT
Rights Agreement • November 12th, 2010 • Towerstream Corp • Communications services, nec • Delaware

THIS RIGHTS AGREEMENT, dated as of November 9, 2010, is made by and between TOWERSTREAM CORPORATION, a Delaware corporation (the “Company”), and Continental Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”).

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RECITALS
Stock Purchase Agreement • January 5th, 2007 • University Girls Calendar LTD • Miscellaneous publishing • New York
SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • June 20th, 2016 • Towerstream Corp • Communications services, nec • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of June , 2016, between Towerstream Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).

Number of Shares] TOWERSTREAM CORPORATION Common Stock PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • May 17th, 2007 • Towerstream Corp • Communications services, nec • New York
RECITALS:
Indemnification Agreement • January 19th, 2007 • Towerstream Corp • Miscellaneous publishing • Delaware
EXCHANGE AGREEMENT
Exchange Agreement • November 30th, 2016 • Towerstream Corp • Communications services, nec • New York

THIS EXCHANGE AGREEMENT (the “Agreement”), dated as of November 9, 2016, is made by and between Towerstream Corporation, a Delaware corporation (“Company”), and the holder of Loans (as defined herein) signatory hereto (the “Holder”).

UNDERWRITING AGREEMENT between TOWERSTREAM CORPORATION and JOSEPH GUNNAR & CO., LLC as Representative of the Several Underwriters
Underwriting Agreement • October 19th, 2017 • Towerstream Corp • Communications services, nec • New York

Joseph Gunnar & Co., LLC As Representative of the several Underwriters named on Schedule 1 attached hereto 30 Broad Street, 11th Fl

FORM OF COMMON STOCK PURCHASE WARRANT Towerstream Corporation
Towerstream Corp • July 8th, 2016 • Communications services, nec

THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [______] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the Initial Exercise Date and on or prior to the close of business on the five year anniversary of the Initial Issuance Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from TOWERSTREAM CORPORATION, a Delaware corporation (the “Company”), up to [______] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). The Initial Exercise Date shall be the Initial Issuance Date.

SEPARATION AGREEMENT
Separation Agreement • June 9th, 2016 • Towerstream Corp • Communications services, nec • New York

THIS SEPARATION AGREEMENT (the “Agreement”) is entered into as of the 3rd day of June 2016 by and between Joseph P. Hernon (“Employee”) and Towerstream Corporation, a Delaware corporation (the “Company”), (together, the “Parties”).

SEPARATION AND RELEASE AGREEMENT
Separation and Release Agreement • May 28th, 2009 • Towerstream Corp • Communications services, nec • Delaware

THIS SEPARATION AND RELEASE AGREEMENT (the “Agreement”) is entered into as of the 1st day of May, 2009, by and between, Bruce Grinnell (“Employee”) and Towerstream Corporation, and any subsidiaries or affiliates of the Company (collectively referred to herein as the “Company”).

FREDERICK LARCOMBE
Towerstream Corp • June 9th, 2016 • Communications services, nec

This letter outlines the terms and objectives of the services to be provided to Towerstream Corporation (the "Company") by me in connection with the services as described below.

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 5th, 2007 • Towerstream Corp • Communications services, nec • New York

[____] 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

AMENDMENT TO EMPLOYMENT AGREEMENT
Employment Agreement • January 13th, 2012 • Towerstream Corp • Communications services, nec

This AMENDMENT, dated as of December 8, 2011, between Towerstream Corporation, a Delaware corporation (the “Company”) and Jeffrey M. Thompson, an individual (“Employee”), amends that certain Employment Agreement first entered into between Company and Employee as of the 21st day of December 2007 (the “Employment Agreement”).

TOWERSTREAM CORPORATION MIDDLETOWN, RHODE ISLAND 02842 April __, 2007
Towerstream Corp • April 18th, 2007 • Communications services, nec
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