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 the purchasers signatory thereto
(each, a "Purchaser" and, collectively, the "Purchasers")
Ladies and Gentlemen:
Defined terms not otherwise defined in this letter agreement (the
"Letter
Agreement") shall have the meanings set forth in the Purchase
Agreement.
Pursuant to Section 2.2(a)(vi) of the Purchase Agreement and in
satisfaction of
a condition of the Company's obligations under the Purchase
Agreement, the
undersigned irrevocably agrees with the Company that, from the date
hereof until
the 30th Trading Day after the Effective Date (such period, the
"Restriction
Period"), the undersigned will not offer, sell, contract to sell,
hypothecate,
pledge or otherwise dispose of (or enter into any transaction which
is designed
to, or might reasonably be expected to, result in the disposition
(whether by
actual disposition or effective economic disposition due to cash
settlement or
otherwise) by the undersigned or any Affiliate of the undersigned
or any person
in privity with the undersigned or any Affiliate of the
undersigned), directly
or indirectly, including the filing (or participation in the
filing) of a
registration statement with the Commission in respect of, or
establish or
increase a put equivalent position or liquidate or decrease a call
equivalent
position within the meaning of Section 16 of the Exchange Act with
respect to,
any shares of Common Stock or Common Stock Equivalents beneficially
owned, held
or hereafter acquired by the undersigned (the "Securities") without
the prior
written approval of the Requisite Percentage, as defined in the
Purchase
Agreement. In addition, in the context of an underwritten public
offering at any
time that the market stand-off provision in Section 1.9 of the
Registration
Rights Agreement is effective, the undersigned agrees, without the
prior written
consent of the Company and the managing underwriter (if a managing
or lead
underwriter is appointed), during the period commencing on the date
of the final
prospectus relating to the Company's initial underwritten public
offering (firm
commitment or best-efforts) and ending on the date specified by the
Company and
the managing underwriter (such period not to exceed 180 calendar
days) not to:
(i) lend, offer, pledge, sell, contract to sell, sell any option or
contract to
purchase, purchase any option or contract to sell, grant any
option, right or
warrant to purchase, or otherwise transfer or dispose of, directly
or
indirectly, any securities of the Company, including (without
limitation) shares
of Common Stock or any securities convertible into or exercisable
or
exchangeable for Common Stock (whether now owned or hereafter
acquired), or (ii)
enter into any swap or other arrangement that transfers to another,
in whole or
in part, any of the economic consequences of ownership of any
securities of the
Company, including (without li
