ex10-2.htm


    
      

    

    Exhibit 10.2

     

    
      VOTING
AGREEMENT

       

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

       

      A.           Concurrently
with the execution of this Agreement, Parent, Onstream Merger Corp., a Delaware
corporation and a wholly-owned subsidiary of Parent ("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 Company Common Stock indicated on the signature pages to this
Agreement (the “Existing Shares”).

       

      C.           As
a material inducement to enter into the Merger Agreement, Parent desires
Stockholder to agree, and Stockholder is willing to agree, to vote the Existing
Shares, and such other shares of 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 the Company, however called, and in any action by written
consent of the stockholders of the Company, 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 Merger and adoption
of the Merger Agreement; (ii) against any Acquisition Proposal or Superior
Offer; and (iii) 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 Parent 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 Company Common Stock by reason of any
stock split, reverse split, stock dividend (including any dividend or
distribution of securities convertible into Company 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 the
Company, 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
Parent 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.

       

      
        
          
          

        

        
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      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 Company 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 Parent and upon the execution of the Merger
Agreement.  This Agreement may be terminated at any time by mutual
written consent of Stockholder and Parent.  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 Merger Agreement shall have
been adopted 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
Parent 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 Parent upon any such violation, Parent shall
have the right to enforce such covenants and agreements by specific performance,
injunctive relief or by any other means available to Parent at law or in equity
and Stockholder hereby irrevocably and unconditionally waives any objection in
Parent 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 Parent, to:

              	
                Onstream
      Media Corporation

              	 
      
	 
      	
                1291
      S.W. 29th Avenue

              	 
      
	 
      	
                Pompano
      Beach, Florida 33069

              	 
      
	 
      	
                Facsimile:  (954)
      917-6660

              	 
      
	 
      	
                Attention:  Randy
      Selman

              	 
      
	 
      	 
      	 
      
	 
      	
                with
      copies to:

              	 
      
	 
      	 
      	 
      
	 
      	
                Arnstein
      & Lehr LLP

              	 
      
	 
      	
                200
      East Las Olas Boulevard, Suite 1700

              	 
      
	 
      	
                Fort
      Lauderdale, Florida 33301

              	 
      
	 
      	
                Facsimile:
      (954) 713-7700

              	 
      
	 
      	
                Attention:  Joel
      D. Mayersohn, Esq.

              	 
      
	 
      	 
      	 
      
	 
      	
                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 Delaware, 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
Delaware 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 the Company or any subsidiary or the Company, 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 the Company or any
subsidiary of the Company or limit or affect any actions taken by Stockholder
solely in his capacity as an officer or director of the Company or any
subsidiary of the Company.  Stockholder has executed this Agreement
solely in his capacity as a stockholder of the Company.

       

      6.11 No
Ownership Interest.  Nothing contained in this Agreement shall be
deemed to vest in Parent or Merger Sub 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 Parent and Merger Sub
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, on its
own behalf and on behalf of all other holders entitled to such rights, all
rights to which it, any of its affiliates or any other persons may be entitled
under any registration rights agreement or other arrangement with the Company or
otherwise covering shares of Company Common Stock.  Such waiver shall
terminate and be of no further force and effect 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 this 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 and until such time
as Parent effects the registration of the Parent Common Stock to which
Stockholder, its affiliates and any other affected persons are entitled in
accordance with Section 4.20 of the Merger Agreement; provided, that Parent has
complied in all material respects with such Section 4.20.  The Company
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.

       

      


      
        	 
      	
                ONSTREAM
      MEDIA CORPORATION

              	 
      
	 
      	 
      	 	 	 
      
	 
      	 
      	 	 	 
      
	 
      	
                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 Narrowstep, Inc., a Delaware
corporation (the “Company”), hereby revokes any prior proxy and hereby
irrevocably appoints and constitutes Randy Selman and Alan Saperstein
(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
merger (the “Merger”) of Onstream Merger Corp. (“Merger Sub”), a Delaware
corporation and a wholly owned subsidiary of Onstream Media Corporation, a
Florida corporation (“Parent”), with and into the Company pursuant to that
certain Agreement and Plan of Merger among Parent, Merger Sub, the Company and
the Stockholder Representative named therein (the “Merger Agreement”), and in
favor of adoption of the Merger Agreement; (ii) against any Acquisition Proposal
or Superior Offer (each as defined in the Merger Agreement); and (iii) 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 212 of the General Corporation Law of the State of
Delaware.

       

      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