Towerstream Corporation (OTCMKTS:TWER) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers

On January 24, 2017 (the Effective Date), Towerstream Corporation
(the Company) entered into an employment agreement (the
Employment Agreement) with Ernest Ortega, 51, to which Mr. Ortega
will serve as the Companys Chief Executive Officer. Mr. Ortega
has served as an advisor and consultant to the Company from
January 2016 through the present. Prior to that, Mr. Ortega
served as the Chief Revenue Officer of Colt Technology Services
from October 2015 to December 2016, as Chief Revenue Officer of
Cogent Communications Holdings, Inc. (Nasdaq:CCOI) from August
2013 to October 2015 and as EVP Sales Marketing of XO
Communications from June 1999 to August 2013.

Under the Employment Agreement, Mr. Ortega will serve as the
Companys Chief Executive Officer for a base salary of $350,000
per year. He shall be eligible for bonus compensation of up to
$300,000 per year, as may be approved at the discretion of the
Board of Directors of the Company. In addition, Mr. Ortega shall
receive options (the Options) to purchase (i) an aggregate of
940,193 shares of common stock, of which one third shall vest on
the one (1) year anniversary of the Effective Date and the
remaining two thirds shall vest in eight (8) subsequent equal
quarterly installments following the one (1) year anniversary of
the Effective Date and (ii) 1,096,892 shares of common stock, of
which one half shall vest upon three (3) consecutive quarters
with positive cash income after payment of all ordinary cash
items and one half upon the sale of the Companys grandfathered
earth station assets in the greater Miami, Florida area and
related call sign license for gross proceeds equal to or greater
than $15,000,000. The Options shall have an exercise price equal
to the fair market value of the Companys common stock on the
Effective Date. The Employment Agreement has a term of eighteen
(18) months and may be automatically renewed for additional one
(1) year terms unless earlier terminated by either party with
three (3) months prior notice.

Upon termination of employment for any reason, Mr. Ortega shall
be entitled to: (i) all base salary earned through the date of
termination, (ii) any annual bonuses earned through the date of
termination, (iii) any and all reasonable expenses paid or
incurred in connection with and related to the performance of his
duties and responsibilities for the Company during the period
ending on the termination date, (iv) any accrued but unused
vacation time through the date of termination and (v) all share
awards earned and vested prior to the date of termination. In the
event of termination by the Company without cause, by Mr. Ortega
for good reason or following a change of control, Mr. Ortega
shall also be entitled to his continued base salary through the
remainder of the term of employment.

The description of the Employment Agreement included herein is
incomplete.The Employment Agreement contains various additional
terms and conditions which are included in Exhibit 10.1 hereto
and should be reviewed in its entirety.

On January 24, 2017, Philip Urso resigned from his position as
Interim Chief Executive Officer of the Company. The Company has
not entered into any severance agreement with Mr. Urso in
connection with his resignation. Mr. Ursos decision to resign did
not result from any disagreement with the Company, the Companys
management or the Board of Directors and Mr. Urso will remain in
his position Chairman of the Companys Board of Directors.

On January 24, 2017, the Company issued a press release
announcing Mr. Ortegas appointment. A copy of the press release
is attached hereto as Exhibit 99.1.

(d) Exhibits.

About Towerstream Corporation (OTCMKTS:TWER)

Towerstream Corporation is a provider of fixed wireless services to businesses in over 10 urban markets across the United States. The Company operates through Fixed Wireless Services (Fixed Wireless) segment. Its fixed wireless service supports bandwidth on demand, wireless redundancy, virtual private networks, disaster recovery, bundled data and video services. Towerstream installs equipment on the rooftops of the buildings in which the Fixed Wireless segment customers operate and refer to these as Customer Locations. This equipment includes receivers and antennas, and a wireless connection is established between the Customer Location to one or more of its points of presence (PoPs). It provides fixed wireless broadband services to commercial customers and delivers access over a Wireless network transmitting over both regulated and unregulated radio spectrum. It provides services to business customers in various locations, including New York City, Boston, Chicago and Houston.

Towerstream Corporation (OTCMKTS:TWER) Recent Trading Information

Towerstream Corporation (OTCMKTS:TWER) closed its last trading session down -0.002 at 0.165 with 4,313,248 shares trading hands.