TWER Towerstream Corporation (CE)

Removal of Proposals 2 and 3 f rom Shareholder Consideration

On April 19, 2017, the Board determined not to seek shareholder approval of Towerstream’s Proposal 2, a proposal to seek approval of the issuance of securities in one or more non-public offerings where the maximum discount at which securities will be offered will be equivalent to a discount of 30% below the market price of its common stock, as required by and in accordance with Nasdaq Marketplace Rule 5635(d), and has withdrawn Proposal 2 from the agenda for the Special Meeting. On such date, the Board also determined not to seek shareholder approval of Towerstream’s Proposal 3, a proposal to seek approval of the issuance of securities in one or more non-public offerings where the maximum discount at which securities will be offered will be equivalent to a discount of 20% below the market price of its common stock, as required by and in accordance with Nasdaq Marketplace Rule 5635(d), and has also withdrawn Proposal 3 from the agenda for the Special Meeting. Proposals 2 and 3 are withdrawn and will not be considered or voted upon at the Special Meeting. All other proposals presented in the Proxy Statement remain on the agenda for the Special Meeting.

Although the Board believes that Proposals 2 and 3 were appropriately proposed by Towerstream, as shareholder approval of below market issuances is not required by the OTCQB, the current trading market for the Company’s common stock, upon review and careful consideration of discussions with management and its advisors and other relevant factors, the Board has determined to withdraw Proposals 2 and 3 from shareholder consideration for the upcoming Special Meeting. Notwithstanding the foregoing, the Board reserves the right to revisit at any point in the future the possibility of obtaining shareholder approval of the matters covered by Proposals 2 and 3.

The record date for determining the shareholders entitled to notice of, and to vote at, the Special Meeting has been set and remains as the close of business on March 30, 2017.

As a result of the removal of Proposals 2 and 3 from shareholder consideration at the Special Meeting, Towerstream notes the following important matters regarding voting:

ADDITIONAL INFORMATION AND WHERE TO FIND IT

On March 31, 2017, Towerstream filed the Proxy Statement and definitive form of proxy card with the SEC in connection with its solicitation of proxies from Towerstream’s shareholders. INVESTORS AND SHAREHOLDERS ARE STRONGLY ENCOURAGED TO READ THE PROXY STATEMENT, THE ACCOMPANYING PROXY CARD AND OTHER DOCUMENTS FILED BY TOWERSTREAM WITH THE SEC CAREFULLY AND IN THEIR ENTIRETY AS THEY CONTAIN IMPORTANT INFORMATION. Shareholders can obtain copies of the Proxy Statement, any amendments or supplements to the Proxy Statement and other documents filed by Towerstream with the SEC for no charge at the SEC’s website at www.sec.gov. Copies are also available at no charge on the Investors section of our corporate website at www. towerstream .com , by writing to Towerstream’s Corporate Secretary at Towerstream Corporation, 88 Silva Lane, Tech IV, Middletown, Rhode Island 02842.