EXHIBIT 2.1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • January 19th, 2007 • Towerstream Corp • Miscellaneous publishing • New York
RECITALSRegistration Rights Agreement • January 19th, 2007 • Towerstream Corp • Miscellaneous publishing • New York
EXHIBIT 10.18 TOWERSTREAM CORPORATION 2007 EQUITY COMPENSATION PLAN INCENTIVE STOCK OPTION AGREEMENT This INCENTIVE STOCK OPTION AGREEMENT (the "Option Agreement"), dated as of the ___ day of ______, 20__ (the "Grant Date"), is between Towerstream...Incentive Stock Option Agreement • January 19th, 2007 • Towerstream Corp • Miscellaneous publishing • Delaware
EXHIBIT 10.19 TOWERSTREAM CORPORATION 2007 EQUITY COMPENSATION PLAN NONQUALIFIED STOCK OPTION AGREEMENT This NONQUALIFIED STOCK OPTION AGREEMENT (the "Option Agreement"), dated as of the __ day of ______, 20___ (the "Grant Date"), is between...Nonqualified Stock Option Agreement • January 19th, 2007 • Towerstream Corp • Miscellaneous publishing • Delaware
RECITALSRegistration Rights Agreement • January 19th, 2007 • Towerstream Corp • Miscellaneous publishing
WARRANTWarrant Agreement • January 19th, 2007 • Towerstream Corp • Miscellaneous publishing
ARTICLE I. DEFINITIONSSecurities Purchase Agreement • January 19th, 2007 • Towerstream Corp • Miscellaneous publishing • New York
January 3, 2007 Mr. Wilson Williams WFG Investments, Inc. 12221 Merit Drive, Suite 300 Dallas, Texas 75251 RE: Selling Agreement Dear Mr. Williams: The undersigned, Towerstream Corporation, a Delaware Corporation ("Corporation"), by this letter...Selling Agreement • January 19th, 2007 • Towerstream Corp • Miscellaneous publishing • New York
EXHIBIT 10.9 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Convertible Security Agreement • January 19th, 2007 • Towerstream Corp • Miscellaneous publishing • New York
EXHIBIT 10.1 SUBSCRIPTION AGREEMENT SUBSCRIPTION AGREEMENT made as of this ___ day of ___________, 2006, between Towerstream Corporation, a Delaware corporation (the "COMPANY"), with offices at 55 Hammerlund Way, Middletown, Rhode Island 02842, and...Subscription Agreement • January 19th, 2007 • Towerstream Corp • Miscellaneous publishing • Delaware
EXHIBIT 10.10 NEITHER THIS SECURITY NOR THE SECURITIES INTO WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION...Security Agreement • January 19th, 2007 • Towerstream Corp • Miscellaneous publishing
RECITALS:Director and Officer Indemnification Agreement • January 19th, 2007 • Towerstream Corp • Miscellaneous publishing • Delaware
January 4, 2007 Jeff Thompson President and CEO Towerstream Corporation 55 Hammerlund Way Middletown, Rhode Island 02842 Re: Placement Agent Agreement Dear Jeff: This letter agreement (the "Agreement") confirms our understanding with respect to the...Placement Agent Agreement • 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...Lock-Up Agreement • January 19th, 2007 • Towerstream Corp • 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")
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...Unit Offering Lock-Up Agreement • January 19th, 2007 • Towerstream Corp • 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 10.5 ADDENDUM TO SUBSCRIPTION AGREEMENT Reference is made to each of those Subscription Agreements, dated as of January 12, 2007, between Towerstream Corporation, a Delaware corporation (the "Company") and each of the subscribers (the...Subscription Agreement • January 19th, 2007 • Towerstream Corp • Miscellaneous publishing
EXHIBIT 10.7 ADDENDUM TO WARRANT TO PURCHASE COMMON STOCK Reference is made to each of those Warrant Agreements, dated as of January 12, 2007, (the "Warrant Agreements") between Towerstream Corporation, a Delaware corporation (the "Company") and each...Warrant Agreement Addendum • January 19th, 2007 • Towerstream Corp • Miscellaneous publishing
EXHIBIT 10.6 ADDENDUM TO REGISTRATION RIGHTS AGREEMENT Reference is made to each of those Registration Rights Agreements, dated as of January 12, 2007 (the "Registration Rights Agreements"), between Towerstream Corporation, a Delaware corporation (the...Registration Rights Agreement • January 19th, 2007 • Towerstream Corp • Miscellaneous publishing
