FIRST AMENDMENT TO LEASE

Exhibit 10.10

FIRST AMENDMENT TO LEASE

This First Amendment to Lease (this “Amendment”) is made as of the 8th day of August, 2007, by and between BROOKWOOD MIDDLETOWN TECH, LLC, a Delaware limited liability company, successor in interest to TECH PLAZA 2, 3 & 4, LLC, a Rhode Island limited liability company (the “Landlord”) and TOWERSTREAM I, INC., f/k/a TOWERSTREAM CORPORATION, a Delaware corporation (the “Tenant”), in the following circumstances:

A.           Landlord and Tenant are parties to the Lease dated March 21, 2007 (the “Lease”) for the lease of 17,137 rentable square feet of space in the building located in the Tech 2 Plaza Office Building located at 55 Hammarlund Way, Middletown, Rhode Island, and as further described in the Lease (the “Phase I, II and III Premises”).  The parties acknowledge that they are in Phase II of the Lease and that the Phase II Commencement Date and the Phase II Rent Commencement Date have passed.

B.           Tenant has requested that Landlord modify certain of the terms and conditions of the Lease, to expand the premises leased from Landlord to include approximately 25,000 rentable square feet of space in the building located in the Tech 4 Plaza Office Building located at 88 Silva Lane, Middletown, Rhode Island (the “Expansion Premises”), and to allow Tenant to extend the term of the Lease, and Landlord has agreed to modify such terms and conditions, but only upon the terms and conditions set forth below.

NOW, THEREFORE, the undersigned, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, hereby agree as follows:

1.            The definition of “Premises” contained in Section 1.3 of the Lease is hereby amended to include the Expansion Premises, which Expansion Premises is shown on Exhibit A attached hereto.  If the Expansion Premises Commencement Date (as hereinafter defined) occurs during Phase II of the Lease, the definition of Premises Rentable Area during Phase II contained in Section 1.3 of the Lease is hereby amended to be 37,874 rentable square feet.  If the Expansion Premises Commencement Date (as hereinafter defined) occurs during Phase III of the Lease, the definition of Premises Rentable Area during Phase IIII contained in Section 1.3 of the Lease is hereby amended to be 42,137 rentable square feet.   Exhibit A to this Amendment is hereby incorporated by reference into the Lease.  All references in the Lease to the Premises shall mean the Premises as increased by the Expansion Premises.  All references in the Lease to the “Building” shall mean the Tech 2 Office Building, as it applies to the Phase I, II and III Premises, and the Tech 4 Office Building as it applies to the Expansion Premises.  The Expansion Premises are being leased in AS IS condition, without warranty or representation by Landlord.  Tenant’s access to and improvements to the Expansion Premises shall be subject to the terms of the Lease.

2.            The definition of “Building Rentable Area” contained in Section 1.3 of the Lease is hereby deleted in its entirety and the following definition of “Building Rentable Area” is hereby substituted therefore and inserted in place thereof:

3.            The definition of “Escalation Factor” contained in Section 1.3 of the Lease is hereby deleted in its entirety and the following definition of “Escalation Factor” is hereby substituted therefore and inserted in place thereof:

4.            The definition of “Basic Rent” contained in Section 1.3 of the Lease is hereby deleted in its entirety and the following definition of “Basic Rent” is hereby substituted therefore and inserted in place thereof:

Notwithstanding anything to the contrary contained herein, the Basic Rent due from Tenant under the Lease for the Expansion Premises shall not be due and payable on 12,500 rentable square feet of the Expansion Premises (the “Free Rent Premises”) for a six (6) month period (the “Free Rent Period”), so that the Basic Rent due from Tenant under the Lease shall be reduced for such six (6) month period by the amount of $156,250.00 (12,500 rentable square feet at $12.50 per square foot), beginning with the month beginning as of the Expansion Commencement Date and continuing for five (5) additional months thereafter.

5.            Tenant shall have, as appurtenant to the Premises and during the Term of this Lease, the right to use any and all furniture, including but not limited to cubicles and desks, within the Expansion Premises.  Landlord makes no representations or warranties regarding the condition of such furniture, and such right to use such furniture is granted in as is condition, where is, with all faults.  Any and all furniture that tenant elects to use will become the personal property of tenant and shall be subject to Section 5.6 of the Lease.

6.            The definition of “Security Deposit” contained in Section 1.3 of the Lease is hereby deleted in its entirety and the following definition of “Security Deposit” is hereby substituted therefore and inserted in place thereof:

7.            The definition of “Commencement Date” contained in Section 4.1 of the Lease is hereby deleted in its entirety and the following definition of “Commencement Date” is hereby substituted therefore and inserted in place thereof: