EXHIBIT 10.4
FORM OF UNIT OFFERING LOCK-UP AGREEMENT
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
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
Agents"). The undersigned understands that the Company, the Parent
and the
Placement Agents will proceed with the Funding Transaction in
reliance on this
agreement.
In recognition of the benefit that the Funding Transaction will
confer upon
the undersigned, and for other good and valuable consideration, the
receipt and
sufficiency of which are hereby acknowledged, the undersigned
agrees, for the
benefit of the Company, the Parent, the Placement Agents and each
investor in
the Funding Transaction, that, during the period beginning on the
initial
closing of the Funding Transaction (the "Closing Date") and ending
twelve (12)
months after such date, the undersigned will not, without the prior
written
consent of the Placement Agents, directly or indirectly, (i) offer,
sell, offer
to sell, contract to sell, hedge, pledge, sell any option or
contract to
purchase, purchase any option or contract to sell, grant any
option, right or
warrant to purchase or sell (or announce any offer, sale, offer of
sale,
contract of sale, hedge, pledge, sale of any option or contract to
purchase,
purchase of any option or contract of sale, grant of any option,
right or
warrant to purchase or other sale or disposition), or otherwise
transfer or
dispose of (or enter into any transaction or device that is
designed to, or
could be expected to, result in the disposition by any person at
any time in the
future), any Company Security or securities of the Parent into or
for which a
Company Security may be converted, exercised or exchanged, whether
by operation
of law or otherwise (each, a "Parent Security"), beneficially
owned, within the
meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as
amended (the
"Exchange Act"), by the undersigned on the date hereof or hereafter
acqu
