ex10-3.htm


    
      

    

    Exhibit 10.3

     

    
      VOTING
AGREEMENT

       

      This
Voting Agreement (the "Agreement") is made and entered into as of
______________, 2008, by and between Narrowstep, Inc., a Delaware corporation
(the "Company") and the undersigned stockholder ("Stockholder") of Onstream
Media Corporation, a Florida corporation ("ONSM").

       

      A.           Concurrently
with the execution of this Agreement, ONSM, Onstream Merger Corp., a Delaware
corporation and a wholly-owned subsidiary of ONSM ("Merger Sub") and the Company
are entering into an Agreement and Plan of Merger (the "Merger Agreement"),
pursuant to which Merger Sub will be merged with and into the Company (the
"Merger").  Capitalized terms used but not defined herein shall have
the meanings given to them in the Merger Agreement.

       

      B.           As
of the date hereof, Stockholder has the power to vote or to direct the voting of
the shares of ONSM Common Stock indicated on the signature pages to this
Agreement (the “Existing Shares”).

       

      C.           As
a material inducement to enter into the Merger Agreement, the Company desires
Stockholder to agree, and Stockholder is willing to agree, to vote the Existing
Shares, and such other shares of the Company Common Stock over which Stockholder
acquires the right to vote after the date hereof (collectively with the Existing
Shares, the “Shares”), so as to facilitate consummation of the
Merger.

       

      1.           Voting of
Shares.

       

      1.1           Agreement to Vote
Shares.  Stockholder hereby covenants and agrees that during
the period commencing on the date hereof and continuing until this Agreement
terminates pursuant to Section 4 hereof, at any meeting (whether annual or
special and whether or not an adjourned or postponed meeting) of the
stockholders of ONSM, however called, and in any action by written consent of
the stockholders of ONSM, Stockholder shall appear at the meeting or otherwise
cause any and all Shares to be counted as present thereat for purposes of
establishing a quorum and vote (or cause to be voted) any and all
Shares:  (i) in favor of the approval of the Charter Amendment, CVR
Issuance and Share Issuance; and (ii) against any proposal or transaction which
would reasonably be likely to prevent or delay the consummation of the Merger or
the Merger Agreement.  Stockholder further agrees not to enter into
any agreement or understanding with any person or entity the effect of which
would be inconsistent with or violative of any provision contained in this
Section 1.1.  Notwithstanding anything to the contrary contained
herein, nothing in this Agreement shall be construed to limit or restrict
Stockholder from acting in Stockholder's capacity as a director or officer of
the Company or voting in Stockholder's sole discretion on any matter other than
those matters referred to in the first sentence of this Section
1.1.

       

      1.2           Irrevocable
Proxy.  Concurrently with the execution of this Agreement,
Stockholder agrees to deliver to ONSM a proxy in the form attached hereto as
Exhibit 1 (the "Proxy"), which shall be irrevocable prior to the termination of
this Agreement, with respect to the Shares, subject to the other terms of this
Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      1.3           Adjustments Upon Changes in
Capitalization.  In the event of any change in the number of
issued and outstanding shares of ONSM Common Stock by reason of any stock split,
reverse split, stock dividend (including any dividend or distribution of
securities convertible into ONSM Common Stock), combination, reorganization,
recapitalization or other like change, conversion or exchange of shares, or any
other change in the corporate or capital structure of ONSM, the term "Shares"
shall be deemed to refer to and include the Shares as well as all such stock
dividends and distributions and any shares into which or for which any or all of
the Shares may be changed or exchanged.

       

      2.           Transfer and Other
Restrictions.  Stockholder represents, covenants and agrees
that, except for the proxy granted in Section 1.2 hereof and as contemplated by
this Agreement:  (i) Stockholder shall not, directly or indirectly,
during the period commencing on the date hereof and continuing until this
Agreement terminates pursuant to Section 4 hereof, offer for sale or agree to
sell, transfer, tender, assign, pledge, hypothecate or otherwise dispose of or
enter into any contract, option or other arrangement or understanding with
respect to, or consent to, the offer for sale, sale, transfer, tender, pledge
hypothecation, encumbrance, assignment or other disposition of, or create any
Encumbrance of any nature whatsoever with respect to, any or all of the Shares
or any interest therein; (ii) Stockholder shall not grant any proxy or power of
attorney, of deposit any Shares into a voting trust or enter into a voting
agreement or other arrangement, with respect to the voting Shares (each a
"Voting Proxy") except as provided by this Agreement; and (iii) Stockholder has
not granted, entered into or otherwise created any Voting Proxy which is
currently (or which will hereafter become) effective, and if any Voting Proxy
has been created, such Voting Proxy will be effectively revoked upon delivery of
the executed Proxy as provided hereby.

       

      3.           Representations and
Warranties of Stockholder.  Stockholder represents and warrants
to the Company that:

       

      3.1           Authority;
Validity.  If such Stockholder is an entity, (i) the
Stockholder has all requisite capacity, power and authority to enter into this
Agreement and to consummate the transactions contemplated hereby and (ii) the
execution and delivery of this Agreement by Stockholder and the consummation by
Stockholder of the transactions contemplated hereby have been duly and validly
authorized by all necessary action on the part of Stockholder.  This
Agreement has been duly executed and delivered by Stockholder.  If
this Agreement is being executed in a representative or fiduciary capacity with
respect to Stockholder, the person signing this Agreement has full power and
authority to enter into and perform this Agreement.

       

      3.2           Non-Contravention.  The
execution, delivery and performance of this Agreement does not, and the
consummation of the transactions contemplated hereby and compliance with the
provisions hereof will not result in the creation of any encumbrance on the
Shares (other than those created pursuant to this Agreement) or violate the
terms of any contract, agreement or arrangement to which the Stockholder is a
party or by which it is bound or to which the Shares may be
subject.  There is no beneficiary or holder of a voting trust
certificate or other interest of any trust of which Stockholder is settlor or
trustee or any other person or entity, including any governmental entity, whose
consent, approval, order or authorization is required by or with respect to
Stockholder for the execution, delivery and performance of this Agreement by
Stockholder or the consummation by Stockholder of the transactions contemplated
hereby.

       

      
        
          
          

        

        
          -2-

          
            

          

        

        
          
          

        

      

       

      3.3           Title.  Stockholder
has the authority and right to vote the Shares and to grant the Proxy as
contemplated hereby.  The Existing Shares set forth on the signature
pages hereto are the only shares of ONSM Common Stock as to which Stockholder
has the power to vote or to direct the voting thereof.

       

      4.           Effectiveness; Termination;
No Survival.  This Agreement shall become effective upon its
execution by Stockholder and the Company and upon the execution of the Merger
Agreement.  This Agreement may be terminated at any time by mutual
written consent of Stockholder and the Company.  This Agreement, and
the obligations of Stockholder hereunder, including, without limitation,
Stockholder's obligations under Section 1 and Section 2 above, shall terminate,
without any action by the parties hereto, upon the earlier to occur of the
following:  (i) such date and time as the Charter Amendment, Share
Issuance and CVR Issuance shall have been approved by the stockholders of the
Company; (ii) such date and time as the Merger Agreement shall have been validly
terminated pursuant to Article VIII thereof; and (iii) May 1, 2009.

       

      5.           Further
Assurances.  Subject to the terms of this Agreement, from time
to time, Stockholder shall execute and deliver such additional documents and use
commercially reasonable efforts to take, or cause to be taken, all such further
actions, and to do or cause to be done, all things reasonably necessary, proper
or advisable under applicable laws and regulations to consummate and make
effective the transactions contemplated by this Agreement.

       

      6.           Miscellaneous.

       

      6.1           Severability.  If
any term, provision, covenant or restriction of this Agreement is held by a
court of competent jurisdiction to be invalid, void or unenforceable, the
remainder of the terms, provisions, covenants and restrictions of this Agreement
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated.

       

      6.2           Binding Effect and
Assignment.  This Agreement and all of the provisions hereof
shall be binding upon and inure to the benefit of the parties hereto and their
respective successors and permitted assigns, but, except as otherwise
specifically provided herein, neither this Agreement nor any of the rights,
interests or obligations of the parties hereto may be assigned by either of the
parties without the prior written consent of the other.  Any purported
assignment in violation of this Section 6 shall be void.

       

      
        
          
          

        

        
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      6.3           Amendments and
Modification.  This Agreement may not be modified, amended,
altered or supplemented except upon the execution and delivery of a written
agreement executed by the parties hereto.

       

      6.4           Specific Performance;
Injunctive Relief.  The parties hereto acknowledge that the
Company will be irreparably harmed and that there will be no adequate remedy at
law for a violation of any of the covenants or agreements of Stockholder set
forth herein.  Therefore, it is agreed that, in addition to any other
remedies that may be available to the Company upon any such violation, the
Company shall have the right to enforce such covenants and agreements by
specific performance, injunctive relief or by any other means available to the
Company at law or in equity and Stockholder hereby irrevocably and
unconditionally waives any objection in the Company seeking so to enforce such
covenants and agreements by specific performance, injunctive relief and other
means.

       

      6.5           Notices.  All
notices and other communications hereunder shall be in writing and shall be
deemed given upon delivery either personally or by commercial delivery service,
or sent via facsimile (receipt confirmed) to the parties at the following
addresses or facsimile numbers (or at such other address or facsimile numbers
for a party as shall be specified by like notice).

       

      
        	
                If
      to the Company, to:

              	
                Narrowstep,
      Inc.

              	 
      
	 
      	
                202
      Carnegie Center, Suite 101

              	 
      
	 
      	
                Princeton,
      New Jersey 08540

              	 
      
	 
      	
                Facsimile:  (609)
      845-1776

              	 
      
	 
      	
                Attention:  David
      McCourt

              	 
      
	 
      	 
      	 
      
	 
      	
                with
      copies to:

              	 
      
	 
      	 
      	 
      
	 
      	
                Lowenstein
      Sandler PC

              	 
      
	 
      	
                65
      Livingston Avenue

              	 
      
	 
      	
                Roseland,
      New Jersey 07068

              	 
      
	 
      	
                Attention:  John
      D. Hogoboom, Esq.

              	 
      
	 
      	
                Telephone:  (973)
      597-2382

              	 
      
	 
      	
                Facsimile:  (973)
      597-2383

              	 
      
	 
      	 
      	 
      
	 
      	
                If
      to Stockholder, at its address set forth on the signature pages
      hereto.

              


      

      


      6.6           Governing Law; Submission to
Jurisdiction.  This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida, regardless of the
laws that might otherwise govern under applicable principles of conflicts of law
thereof.  The parties hereby irrevocably and unconditionally consent
to submit to the exclusive jurisdiction to any court in the State of Florida
having jurisdiction for any actions, suits or proceedings arising out of or
relating to this Agreement (and the parties agree not to commence any action,
suit or proceeding relating thereto except in such courts), and further agree
that service of any process, summons, notice or document by U.S. certified mail
shall be effective service of process for any action, suit or proceeding brought
against the parties in any such court.  The parties hereby irrevocably
and unconditionally waive any objection to the laying of venue of any action,
suit or proceeding arising out of this Agreement in such courts and hereby
further irrevocably and unconditionally waive and agree not to plead or claim in
any such court that any such action, suit or proceeding brought n any such court
has been brought in an inconvenient forum.

       

      
        
          
          

        

        
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      6.7           Entire
Agreement.  The Merger Agreement, this Agreement and Proxy
granted hereunder constitute and contain the entire agreement and understanding
of the parties with respect to the subject matter and supersede any and all
prior negotiations, correspondence, agreements, understandings duties or
obligations between the parties respecting the subject matter
hereof.

       

      6.8           Counterparts.  This
Agreement may be executed in counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.

       

      6.9           Captions.  The
captions to sections of this Agreement have been inserted only for
identification and reference purposes and shall not be used to construe or
interpret this Agreement.

       

      6.10          Stockholder
Capacity.  Notwithstanding anything herein to the contrary,
Stockholder makes no agreement or understanding herein in his capacity as a
director or officer of ONSM or any subsidiary or ONSM, and the agreements set
forth herein shall in no way restrict Stockholder in the exercise of his
fiduciary duties as a director or officer of ONSM or any subsidiary of ONSM or
limit or affect any actions taken by Stockholder solely in his capacity as an
officer or director of ONSM or any subsidiary of ONSM.  Stockholder
has executed this Agreement solely in his capacity as a stockholder of
ONSM.

       

      6.11          No Ownership
Interest.  Nothing contained in this Agreement shall be deemed
to vest in the Company any direct or indirect ownership or incidence of
ownership of or with respect to the Shares.  All rights, ownership and
economic benefits of and relating to such Shares shall remain vested in and
belong to Stockholder or his affiliates, and the Company shall have no authority
to direct Stockholder in the voting or disposition of any Shares, except as
otherwise provided herein.

       

      
        
          
          

        

        
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      6.12          Waiver of Registration
Rights.  Stockholder hereby irrevocably waives all rights to
which it or any of its affiliates may be entitled under any registration rights
agreement or other arrangement with ONSM or otherwise covering any shares of
ONSM Common Stock owned by Stockholder or its affiliates or which Stockholder or
its affiliates have the right to acquire.  Such waiver shall terminate
and be of no further force in the event that the Merger Agreement is terminated
in accordance with its terms; provided, however, that no such termination shall
have the effect of reinstating any rights or claims which Stockholder may
otherwise have had if the waiver had not been in place.  Any time
periods specified in such agreements or other arrangements shall be tolled while
such waiver is in effect.  ONSM shall be entitled to rely upon and
enforce this Section 6.12 as a third party beneficiary.

       

      [Signature
Pages Follow]

       

      
        
          
          

        

        
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      IN
WITNESS WHEREOF, the parties hereto have caused this Voting Agreement to be
executed as of the date first above written.

       

      
        	 
      	
                NARROWSTEP,
      INC.

              	 
      
	 
      	 
      	 	 
      
	 
      	 
      	 	 
      
	 
      	
                By:

              	 	 
      
	 
      	
                Name:

              	 	 
      
	 
      	
                Title:

              	 	 
      
	 
      	 
      	 	 
      
	 
      	 
      	 	 
      
	 
      	
                STOCKHOLDER:

              	 
      
	 
      	 
      	 	 
      
	 
      	 
      	 	 
      
	 
      	
                Stockholder's
      Address:

              	 
      
	 
      	 
      	 	 
      
	 
      	 
      	 	 
      
	 
      	 
      	 	 
      
	 
      	 
      	 	 
      
	 
      	
                Shares
      that Stockholder has the right to vote or direct the voting
      of:

              
	 
      	 
      	 	 
      
	 
      	 
      	 	 
      
	 
      	 
      	 	
                 

              


      

      
         

         

        
          
            
            

          

          
            -7-

            
              

            

          

          
            
            

          

        

         

        Irrevocable
Proxy

         

        The
undersigned stockholder (“Stockholder”) of Onstream Media Corporation, a Florida
corporation (the “Company”), hereby revokes any prior proxy and hereby
irrevocably appoints and constitutes _______________, _______________ and
________________ (collectively, the “Proxyholders”), the agents,
attorneys-in-fact and proxies of the undersigned, with full power of
substitution and resubstitution, to vote any and all shares of common stock of
the Company registered in the name of the Stockholder or as to which the
Stockholder has the right to vote or to direct the vote (collectively, the
“Shares”) as follows:  the Proxyholders named above are empowered at
any time prior to termination of this proxy to exercise all voting and other
rights (including, without limitation, the power to execute and deliver written
consents with respect to the Shares) of the undersigned at every annual,
special, postponed or adjourned meeting of the Company’s stockholders, and in
every written consent in lieu of any such meeting, or otherwise cause any and
all shares to be counted as present thereat for purposes of establishing a
quorum, (i) in favor of the approval of the Charter Amendment Company Share
Issuance and CVR Issuance as such terms are defined in the merger agreement by
and among Onstream Merger Corp. (“Merger Sub”), a Delaware corporation and a
wholly owned subsidiary of the Company, with and into Narrowstep, Inc., a
Delaware corporation ("Narrowstep"), pursuant to that certain Agreement and Plan
of Merger among Narrowstep, Merger Sub, the Company and the Stockholder
Representative named therein (the “Merger Agreement”), and (ii) against any
proposal or transaction which would reasonably be likely to prevent or delay the
consummation of the Merger or the Merger Agreement.

         

        The proxy
granted by Stockholder to the Proxyholders hereby is granted as of the date
specified below in order to secure the obligations of Stockholders set forth in
Section 1.2 of
that certain voting agreement entered into concurrently with the Merger
Agreement (the “Voting Agreement”), and is irrevocable in accordance with
subdivision (e) of Section 607.077 of the Florida Business Corporation
Act.

         

        This
proxy will terminate upon the termination of the Voting Agreement in accordance
with its terms.  The undersigned Stockholder authorizes the
Proxyholders to file this proxy and any substitution or revocation of
substitution with the Secretary of the Company and with any Inspector of
Elections at any meeting of the stockholders of the Company.

         

         

        
          	 
      	
                   

                	 
      
	 
      	
                  Name
      of Stockholder

                	 
      


        

        


        


        Dated:  May
___, 2008