SUBSCRIPTION AGREEMENTSubscription 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
Warrant to Purchase up to [_____] Shares of Common Stock of Towerstream Corporation PLACEMENT AGENT’S WARRANT Dated: June __, 2007Towerstream Corp • June 5th, 2007 • Communications services, nec • New York
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.
Number of Shares] TOWERSTREAM CORPORATION Common Stock PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • June 5th, 2007 • Towerstream Corp • Communications services, nec • New York
