TOWERSTREAM CORPORATION (OTCMKTS:TWER) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01Entry into a Material Definitive Agreement.

On May 26, 2017, Towerstream Corporation (the Company) entered
into an exchange agreement (the Exchange Agreement) with the
holder of all of the Companys outstanding shares of Series D
Convertible Preferred Stock (the Series D Preferred Stock) and
Series F Convertible Preferred Stock (the Series F Preferred
Stock) under which 1,233 shares of Series D Preferred Stock were
exchanged for 938 newly authorized shares of Series G Convertible
Preferred Stock (the Series G Preferred Stock) and 643 shares of
Series F Preferred Stock were exchanged for 938 shares of newly
authorized Series H Convertible Preferred Stock (the Series H
Preferred Stock). The terms of the Exchange Agreement, Series G
Preferred Stock and Series H Preferred Stock were determined by
arms-length negotiation between the parties. No commission or
other payment was received by the Company in connection with the
Exchange Agreement. Such exchange was conducted to the exemption
provided by Section3(a)(9) of the Securities Act of 1933, as
amended (the Securities Act), and Series G Preferred Stock and
Series H Preferred Stock issuable to the Exchange Agreement and
the shares of common stock issuable upon conversion of the Series
G Preferred Stock and Series H Preferred Stock will be issued in
reliance on the exemption from registration contained in
Section3(a)(9) of the Securities Act. At the closing of the
Exchange Agreement, the holders rights to approve certain
issuances by the Company will terminate.

Item 3.02Unregistered Sales of Equity
Securities.

The information set forth in Item 1.01 is incorporated herein by
reference.

Item 5.03Amendments to Articles of Incorporation or
Bylaws; Change in Fiscal Year.

On May 26, 2017 the Company filed with the Secretary of State of
the State of Delaware a Certificate of Designations of
Preferences, Rights and Limitations of Series G Convertible
Preferred Stock (the Series G Certificate of Designations),
designating 938 shares of Series G Preferred Stock. Shares of
Series G Preferred Stock are convertible into common stock based
on a conversion calculation per share equal to the quotient of
the stated value of such Series G Preferred Stock, plus all
accrued and unpaid dividends, if any, divided by the conversion
price. The stated value of each share of Series G Preferred Stock
is equal to $1,000 and the initial conversion price is equal to
$0.10 per share. So long as the common stock is not listed on a
national exchange in the event the Company issues securities at a
price per share of common stock less than the then conversion
price of the Series G Preferred Stock the conversion price of the
outstanding shares of Series G Preferred Stock shall be reduced
to such lower price.

In the event of a Liquidation Event, each share of Series G
Preferred Stock will be entitled to a per share preferential
payment equal to 100% of the stated value of such Series G
Preferred Stock, plus all accrued and unpaid dividends, if any.
All subsequent issuances and junior preferred issuances of our
capital stock will be junior in rank to Series G Preferred Stock
with respect to the preferences as to dividends, distributions
and payments upon the liquidation, dissolution and winding-up of
the Company. The holders of Series G Preferred Stock will be
entitled to receive dividends if and when declared by our board
of directors. The Series G Preferred Stock shall participate on
an as converted basis, with all dividends declared on our common
stock. In addition, if we grant, issue or sell any rights to
purchase our securities pro rata to all our record holders of our
common stock, each holder will be entitled to acquire such
securities applicable to the granted purchase rights as if the
holder had held the number of shares of common stock acquirable
upon complete conversion of all Series G Preferred Stock then
held.

We are prohibited from effecting a conversion of the Series G
Preferred Stock to the extent that, as a result of such
conversion, the holder would beneficially own more than 9.99% of
the number of shares of common stock outstanding immediately
after giving effect to the issuance of shares of common stock
upon conversion of the Series G Preferred Stock, which beneficial
ownership limitation may be decreased by the holder at its
option. Each holder is entitled to vote on all matters submitted
to stockholders of the Company, and shall have the number of
votes equal to the number of shares of common stock issuable upon
conversion of such holders Series G Preferred Stock, but not in
excess of the beneficial ownership limitations. The foregoing
description of the Series G Certificate of Designations is not
complete and is qualified in its entirety by reference to the
full text of the Series G Certificate of Designations, a copy of
which is filed as Exhibit 3.1 to this report and is incorporated
herein by reference.

Series H Preferred Stock

On May 26, 2017 the Company filed with the Secretary of State of
the State of Delaware a Certificate of Designations of
Preferences, Rights and Limitations of Series H Convertible
Preferred Stock (the Series H Certificate of Designations),
designating 938 shares of Series H Preferred Stock. Shares of
Series H Preferred Stock are convertible into common stock based
on a conversion calculation per share equal to the quotient of
the stated value of such Series H Preferred Stock, plus all
accrued and unpaid dividends, if any, divided by the conversion
price. The stated value of each share of Series H Preferred Stock
is equal to $1,000 and the initial conversion price is equal to
$0.125 per share. So long as the common stock is not listed on a
national exchange in the event the Company issues securities at a
price per share of common stock less than the then conversion
price of the Series H Preferred Stock the conversion price of the
outstanding shares of Series H Preferred Stock shall be reduced
to such lower price.

In the event of a Liquidation Event, each share of Series H
Preferred Stock will be entitled to a per share preferential
payment equal to 100% of the stated value of such Series H
Preferred Stock, plus all accrued and unpaid dividends, if any.
All subsequent issuances and junior preferred issuances of our
capital stock will be junior in rank to Series H Preferred Stock
with respect to the preferences as to dividends, distributions
and payments upon the liquidation, dissolution and winding-up of
the Company. The holders of Series H Preferred Stock will be
entitled to receive dividends if and when declared by our board
of directors. The Series H Preferred Stock shall participate on
an as converted basis, with all dividends declared on our common
stock. In addition, if we grant, issue or sell any rights to
purchase our securities pro rata to all our record holders of our
common stock, each holder will be entitled to acquire such
securities applicable to the granted purchase rights as if the
holder had held the number of shares of common stock acquirable
upon complete conversion of all Series H Preferred Stock then
held.

We are prohibited from effecting a conversion of the Series H
Preferred Stock to the extent that, as a result of such
conversion, the holder would beneficially own more than 9.99% of
the number of shares of common stock outstanding immediately
after giving effect to the issuance of shares of common stock
upon conversion of the Series H Preferred Stock, which beneficial
ownership limitation may be decreased by the holder at its
option. Each holder is entitled to vote on all matters submitted
to stockholders of the Company, and shall have the number of
votes equal to the number of shares of common stock issuable upon
conversion of such holders Series H Preferred Stock, but not in
excess of the beneficial ownership limitations. The foregoing
description of the Series H Certificate of Designations is not
complete and is qualified in its entirety by reference to the
full text of the Series H Certificate of Designations, a copy of
which is filed as Exhibit 3.2 to this report and is incorporated
herein by reference.

Item 9.01Financial Statements and Exhibits

(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 up +0.009 at 0.175 with 4,313,248 shares trading hands.