0000950136-07-000271 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
WARRANT
Towerstream Corp • January 19th, 2007 • Miscellaneous publishing
ARTICLE I. DEFINITIONS
Securities Purchase Agreement • January 19th, 2007 • Towerstream Corp • Miscellaneous publishing • New York
RECITALS:
Indemnification Agreement • January 19th, 2007 • Towerstream Corp • Miscellaneous publishing • Delaware
January __, 2007 Ladies and Gentlemen: The undersigned is a director, executive officer or beneficial owner of shares of capital stock, or securities convertible into or exercisable or exchangeable for the capital stock (each, a "Company Security") of...
Towerstream Corp • January 19th, 2007 • Miscellaneous publishing

The undersigned is a director, executive officer or beneficial owner of shares of capital stock, or securities convertible into or exercisable or exchangeable for the capital stock (each, a "Company Security") of Towerstream Corporation, a Delaware corporation (the "Company"). The undersigned understands that the Company will merge with a wholly-owned subsidiary of a publicly traded company (the "Parent"), concurrently with a private placement by the Parent of up to 100 units (the "Units") of the Parent, each Unit consisting of 50,000 shares of common stock, par value $0.001 per share, of the Parent and a detachable transferable warrant to purchase 25,000 shares of common stock of the Parent at an exercise price of $4.50 per share (the "Funding Transaction"). The undersigned also understands that WFG Investments, Inc., Granite Financial Group, LLC, Ardent Advisors and Palladium Capital Advisors, LLC have acted as placement agents with respect to the Funding Transaction (the "Placement

EXHIBIT 2.1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION
Agreement of Merger and Plan • January 19th, 2007 • Towerstream Corp • Miscellaneous publishing • New York
EXHIBIT 10.12 LOCK-UP AGREEMENT January __, 2007 Each Purchaser referenced below: Re: Securities Purchase Agreement, dated as of January __, 2007 (the "Purchase Agreement"), between Towerstream Corporation, a Delaware corporation (the "Company") and...
Towerstream Corp • January 19th, 2007 • Miscellaneous publishing • New York

Re: Securities Purchase Agreement, dated as of January __, 2007 (the "Purchase Agreement"), between Towerstream Corporation, a Delaware corporation (the "Company") and the purchasers signatory thereto (each, a "Purchaser" and, collectively, the "Purchasers")

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