EXHIBIT
10.2

    


    REGISTRATION
RIGHTS AGREEMENT

    


    REGISTRATION RIGHTS AGREEMENT
(this "Agreement"),
dated as of September 17, 2010, by and between ONSTREAM MEDIA CORPORATION, a
Florida corporation (the "Company"), and LINCOLN PARK CAPITAL FUND,
LLC, an Illinois limited
liability company (together with it permitted assigns, the “Buyer”).  Capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings set forth in the Purchase Agreement by and between the parties hereto,
dated as of the date hereof (as amended, restated, supplemented or otherwise
modified from time to time, the "Purchase
Agreement").

    


    WHEREAS:

    


    The
Company has agreed, upon the terms and subject to the conditions of the Purchase
Agreement, to issue to the Buyer up to 3,030,000 Purchase Shares, together with
420,000 shares of Common Stock to be issued upon conversion of Preferred Shares
and to induce the Buyer to enter into the Purchase Agreement, the Company has
agreed to provide certain registration rights under the Securities Act of 1933,
as amended, and the rules and regulations thereunder, or any similar successor
statute (collectively, the "Securities Act"), and
applicable state securities laws.

    


    NOW, THEREFORE, in
consideration of the promises and the mutual covenants contained herein and
other good and valuable consideration, the receipt and sufficiency of which are
hereby acknowledged, the Company and the Buyer hereby agree as
follows:

    


    
      	
               
      

            	
              1.

            	
              DEFINITIONS.

            


    

    


    As used
in this Agreement, the following terms shall have the following
meanings:

    


    a.           "Investor" means the Buyer, any
transferee or assignee thereof to whom a Buyer assigns its rights under this
Agreement and who agrees to become bound by the provisions of this Agreement in
accordance with Section 9 and any transferee or assignee thereof to whom a
transferee or assignee assigns its rights under this Agreement and who agrees to
become bound by the provisions of this Agreement in accordance with Section
9.

    


    b.           "Person" means any person or
entity including, but not limited, to any corporation, a limited liability
company, an association, a partnership, an organization, a business, an
individual, a governmental or political subdivision thereof or a governmental
agency.

    


    c.           "Register," "registered," and "registration" refer to a
registration effected by preparing and filing one or more registration
statements of the Company in compliance with the Securities Act and pursuant to
Rule 415 under the Securities Act or any successor rule providing for offering
securities on a continuous basis ("Rule 415"), and the
declaration or ordering of effectiveness of such registration statement(s) by
the United States Securities and Exchange Commission (the "SEC").

    


    d.           "Registrable Securities" means
Purchase Shares which have been, or which may from time to time be, issued or
issuable to the Investor upon purchases of the Available Amount under the
Purchase Agreement (without regard to any limitation or restriction on
purchases), the Conversion Shares issuable upon conversion of the Preferred
Shares (without regard to any limitation or restriction on conversion) and the
Commitment Shares issued or issuable to the Investor and any shares of capital
stock issued or issuable with respect to the Purchase Shares, Conversion Shares
or the Commitment Shares or the Purchase
Agreement as a result of any stock split, stock dividend, recapitalization,
exchange or similar event or otherwise, without regard to any limitation on
purchases under the Purchase Agreement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    e.           "Registration Statement" means
the Company’s shelf registration statement on Form S-3 (no.
333-165258).

    


    
      	
               
      

            	
              2.

            	
              REGISTRATION.

            


    

    


    a.           Mandatory
Registration.  The Company shall within ten (10) Business Days
from the date hereof file with the SEC a prospectus supplement to the
Registration Statement covering the sale of the Registerable Securities
(exclusive of any Purchase Shares as described in the last sentence of Section
2(d) of the Purchase Agreement) by the Company to the Investor.  The
Investor and its counsel shall have a reasonable opportunity to review and
comment upon such prospectus supplement to such registration statement and any
related prospectus prior to its filing with the SEC.  Investor shall
furnish all information reasonably requested by the Company for inclusion
therein.  The Company shall use its best efforts to keep the
Registration Statement effective pursuant to Rule 415 promulgated under the
Securities Act and available for sales of all of the Registrable Securities by
the Company to the Investor (including, without limitation, the issuance of
Conversion Shares to the Investor upon the conversion of the Preferred Shares)
at all times until the Maturity Date (as defined in the Purchase Agreement) (the
"Registration
Period").  The Registration Statement (including any amendments
or supplements thereto and prospectuses contained therein) shall not contain any
untrue statement of a material fact or omit to state a material fact required to
be stated therein, or necessary to make the statements therein, in light of the
circumstances in which they were made, not misleading.

    


    b.           Rule 424
Prospectus.  The Company shall, as required by applicable
securities regulations, from time to time file with the SEC, pursuant to Rule
424 promulgated under the Securities Act, the prospectus and prospectus
supplements, if any, to be used in connection with sales of the Registrable
Securities under the Registration Statement by the Company to the Investor
(including, without limitation, the issuance of Conversion Shares to the
Investor upon the conversion of the Preferred Shares).  The Investor
and its counsel shall have a reasonable opportunity to review and comment upon
such prospectus or prospectus supplement prior to its filing with the SEC. The
Investor shall use its reasonable best efforts to comment upon such prospectus
or prospectus supplement within one (1) Business Day from the date the Investor
receives the final version of such prospectus or prospectus
supplement.

    


    c.           Sufficient Number of Shares
Registered; Registration Statement Availability.  In the event
the number of shares available under the Registration Statement is insufficient
to cover all of the Registrable Securities, the Company shall amend the
Registration Statement or file a new registration statement (a ”New Registration Statement”),
so as to cover all of such Registrable Securities as soon as practicable, but in
any event not later than ten (10) Business Days after the necessity therefor
arises.  Notwithstanding the foregoing, in any event that the Investor
is deemed unable to freely resell any of the Registrable Securities without
restriction under applicable securities laws then, at the Investor’s election,
and not later than ten (10) Business Days after such election, the Company shall
file a prospectus supplement or amendment to the Registration Statement or a New
Registration Statement so that all of the Registrable Securities may be resold
by the Investor without such restrictions and the Company shall use its
reasonable best efforts to keep such registration statement effective during the
Registration Period (a “Resale
Registration”).  The Company shall use it reasonable best
efforts to cause any amendment and/or New Registration Statement filed pursuant
to this Section 2(c) to become effective as soon as practicable following the
filing thereof.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    
      	
               
      

            	
              3.

            	
              RELATED
      OBLIGATIONS.

            


    

    


    With
respect to the Registration Statement and whenever any Registrable Securities
are to be registered pursuant to Section 2(c) including on any New Registration
Statement, the Company shall use its reasonable best efforts to effect the
registration of the Registrable Securities in accordance with the intended
method of disposition thereof and, pursuant thereto, the Company shall have the
following obligations:

    


    a.           The
Company shall prepare and file with the SEC such amendments (including
post-effective amendments) and supplements to any registration statement and the
prospectus used in connection with such registration statement, which prospectus
is to be filed pursuant to Rule 424 promulgated under the Securities Act, as may
be necessary to keep the Registration Statement or any New Registration
Statement effective at all times during the Registration Period, and, during
such period, comply with the provisions of the Securities Act with respect to
the disposition of all Registrable Securities of the Company covered by the
Registration Statement or any New Registration Statement until such time as all
of such Registrable Securities shall have been disposed of in accordance with
the intended methods of disposition by the seller or sellers thereof as set
forth in such registration statement.

    


    b.           The
Company shall permit the Investor to review and comment upon any New
Registration Statement and all amendments and supplements thereto and all
amendments and supplements to the Registration Statement at least two (2)
Business Days prior to their filing with the SEC, and not file any document in a
form to which Investor reasonably objects.  The Investor shall use its
reasonable best efforts to comment upon any New Registration Statement and any
amendments or supplements thereto and upon any amendments or supplements to the
Registration Statement within two (2) Business Days from the date the Investor
receives the final version  thereof.  The Company shall
furnish to the Investor, without charge any correspondence from the SEC or the
staff of the SEC to the Company or its representatives relating to the
Registration Statement or any New Registration Statement.

    


    c.           Upon
request of the Investor, the Company shall furnish to the Investor, (i) promptly
after the same is prepared and filed with the SEC, at least one copy of such
registration statement and any amendment(s) thereto, including financial
statements and schedules, all documents incorporated therein by reference and
all exhibits, (ii) upon the effectiveness of any registration statement, a copy
of the prospectus included in such registration statement and all amendments and
supplements thereto (or such other number of copies as the Investor may
reasonably request) and (iii) such other documents, including copies of any
preliminary or final prospectus, as the Investor may reasonably request from
time to time.

    


    d.           The
Company shall use reasonable best efforts to (i) register and qualify the
Registrable Securities covered by a registration statement under such other
securities or "blue sky" laws of such jurisdictions in the United States as the
Investor reasonably requests, (ii) prepare and file in those jurisdictions, such
amendments (including post-effective amendments) and supplements to such
registrations and qualifications as may be necessary to maintain the
effectiveness thereof during the Registration Period, (iii) take such other
actions as may be necessary to maintain such registrations and qualifications in
effect at all times during the Registration Period, and (iv) take all other
actions reasonably necessary or advisable to qualify the Registrable Securities
for sale in such jurisdictions; provided, however, that the Company shall not be
required in connection therewith or as a condition thereto to (x) qualify to do
business in any jurisdiction where it would not otherwise be required to qualify
but for this Section 3(d), (y) subject itself to general taxation in any such
jurisdiction, or (z) file a general consent to service of process in any such
jurisdiction.  The Company shall promptly notify the Investor who
holds Registrable Securities of the receipt by the Company of any notification
with respect to the suspension of the registration or qualification of any of
the Registrable Securities for sale under the securities or "blue sky" laws of
any jurisdiction in the United States or its receipt of actual notice of the
initiation or threatening of any proceeding for such purpose.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    e.           As
promptly as practicable after becoming aware of such event or facts, the Company
shall notify the Investor in writing of the happening of any event or existence
of such facts as a result of which the prospectus included in any registration
statement, as then in effect, includes an untrue statement of a material fact or
omits to state a material fact required to be stated therein or necessary to
make the statements therein, in light of the circumstances under which they were
made, not misleading, and promptly prepare a supplement or amendment to such
registration statement to correct such untrue statement or omission, and deliver
a copy of such supplement or amendment to the Investor (or such other number of
copies as the Investor may reasonably request).  The Company shall
also promptly notify the Investor in writing (i) when a prospectus or any
prospectus supplement or post-effective amendment has been filed, and when a
registration statement or any post-effective amendment has become effective
(notification of such effectiveness shall be delivered to the Investor by
facsimile on the same day of such effectiveness and by overnight mail), (ii) of
any request by the SEC for amendments or supplements to any registration
statement or related prospectus or related information, and (iii) of the
Company's reasonable determination that a post-effective amendment to a
registration statement would be appropriate.

    


    f.           The
Company shall use its reasonable best efforts to prevent the issuance of any
stop order or other suspension of effectiveness of any registration statement,
or the suspension of the qualification of any Registrable Securities for sale in
any jurisdiction and, if such an order or suspension is issued, to obtain the
withdrawal of such order or suspension at the earliest possible moment and to
notify the Investor of the issuance of such order and the resolution thereof or
its receipt of actual notice of the initiation or threat of any proceeding for
such purpose.

    


    g.          The
Company shall (i) cause all the Registrable Securities to be listed on each
securities exchange on which securities of the same class or series issued by
the Company are then listed, if any, if the listing of such Registrable
Securities is then permitted under the rules of such exchange, or (ii) secure
designation and quotation of all the Registrable Securities on the Principal
Market. The Company shall pay all fees and expenses in connection with
satisfying its obligation under this Section.

    


    h.          The
Company shall cooperate with the Investor to facilitate the timely preparation
and delivery of certificates (not bearing any restrictive legend) representing
the Registrable Securities to be offered pursuant to any registration statement
and enable such certificates to be in such denominations or amounts as the
Investor may reasonably request and registered in such names as the Investor may
request.

    


    i.           The
Company shall at all times provide a transfer agent and registrar with respect
to its Common Stock.

    


    j.           
If reasonably requested by the Investor, the Company shall (i) immediately
incorporate in a prospectus supplement or post-effective amendment such
information as the Investor believes should be included therein relating to the
sale and distribution of Registrable Securities, including, without limitation,
information with respect to the number of Registrable Securities being sold, the
purchase price being paid therefor and any other terms of the offering of the
Registrable Securities; (ii) make all required filings of such prospectus
supplement or post-effective amendment as soon as notified of the matters to be
incorporated in such prospectus supplement or post-effective amendment; and
(iii) supplement or make amendments to any registration
statement.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    k.      
    The Company shall use its reasonable best efforts to
cause the Registrable Securities covered by any registration statement to be
registered with or approved by such other governmental agencies or authorities
as may be necessary to consummate the disposition of such Registrable
Securities.

    


    l.        
   Within one (1) Business Day after the filing with the SEC of a
prospectus supplement to the Company’s Registration Statement relating to all of
the Registrable Securities, the Company shall deliver, and shall cause legal
counsel for the Company to deliver, to the transfer agent for such Registrable
Securities (with copies to the Investor) confirmation that such prospectus
supplement has been filed with the SEC in the form attached hereto as Exhibit
A.  Within one (1) Business Day after any New Registration
Statement is ordered effective by the SEC, the Company shall deliver, and shall
cause legal counsel for the Company to deliver, to the transfer agent for such
Registrable Securities (with copies to the Investor) confirmation that such New
Registration Statement has been declared effective in the form attached hereto
as Exhibit
A-1.  Thereafter, if requested by the Buyer at any time, the
Company shall require its counsel to deliver to the Buyer a written confirmation
whether or not the effectiveness of the Registration Statement or any New
Registration Statement has lapsed at any time for any reason (including, without
limitation, the issuance of a stop order) and whether or not such registration
statement is current and available to the Company for sale of all of the
Registrable Securities (including, without limitation, the issuance of
Conversion Shares to the Investor upon the conversion of the Preferred Shares)
to the Investor or otherwise.

    


    m.          The
Company shall take all other reasonable actions necessary to expedite and
facilitate the sale of the Registrable Securities by the Company to the Investor
or the disposition of the Registrable Securities by the Investor, if applicable,
pursuant to any registration statement.

    


    
      	
               
      

            	
              4.

            	
              OBLIGATIONS OF THE
      INVESTOR.

            


    

    


    a.           The
Company shall notify the Investor in writing of the information the Company
reasonably requires from the Investor in connection with any registration
statement hereunder.  The Investor shall furnish to the Company such
information regarding itself as shall be reasonably required to effect the
registration of such Registrable Securities and shall execute such documents in
connection with such registration as the Company may reasonably
request.

    


    b.           The
Investor agrees to cooperate with the Company as reasonably requested by the
Company in connection with the preparation and filing of any registration
statement hereunder.

    


    c.           In
the event of a Resale Registration, the Investor agrees that, upon receipt of
any notice from the Company of the happening of any event or existence of facts
of the kind described in Section 3(f) or the first sentence of 3(e), the
Investor will immediately discontinue disposition of Registrable Securities
subject to such Resale Registration pursuant to any registration statement(s)
covering such Registrable Securities until the Investor's receipt of the copies
of the supplemented or amended prospectus contemplated by Section 3(f) or the
first sentence of 3(e). Notwithstanding anything to the contrary, the Company
shall cause its transfer agent to promptly deliver shares of Common Stock
without any restrictive legend in accordance with the terms of the Purchase
Agreement in connection with any sale of Registrable Securities with respect to
which an Investor has entered into a contract for sale prior to the Investor's
receipt of a notice from the Company of the happening of any event of the kind
described in Section 3(f) or the first sentence of 3(e) and for which the
Investor has not yet settled.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
               
      

            	
              5.

            	
              EXPENSES OF
      REGISTRATION.

            


    

    


    All
reasonable expenses, other than sales or brokerage commissions, incurred in
connection with registrations, filings or qualifications pursuant to Sections 2
and 3, including, without limitation, all registration, listing and
qualifications fees, printers and accounting fees, and fees and disbursements of
counsel for the Company, shall be paid by the Company.

    


    
      	
               
      

            	
              6.

            	
              INDEMNIFICATION.

            


    

    


    a.           To
the fullest extent permitted by law, the Company will, and hereby does,
indemnify, hold harmless and defend the Investor, each Person, if any, who
controls the Investor, the members, the directors, officers, partners,
employees, agents, representatives of the Investor and each Person, if any, who
controls the Investor within the meaning of the Securities Act or the Securities
Exchange Act of 1934, as amended (the "Exchange Act") (each, an
"Indemnified Person"),
against any losses, claims, damages, liabilities, judgments, fines, penalties,
charges, costs, attorneys' fees, amounts paid in settlement or expenses, joint
or several, (collectively, "Claims") incurred in
investigating, preparing or defending any action, claim, suit, inquiry,
proceeding, investigation or appeal taken from the foregoing by or before any
court or governmental, administrative or other regulatory agency, body or the
SEC, whether pending or threatened, whether or not an indemnified party is or
may be a party thereto ("Indemnified Damages"), to
which any of them may become subject insofar as such Claims (or actions or
proceedings, whether commenced or threatened, in respect thereof) arise out of
or are based upon: (i) any untrue statement or alleged untrue statement of a
material fact in the Registration Statement, any New Registration Statement or
any post-effective amendment thereto or in any filing made in connection with
the qualification of the offering under the securities or other "blue sky" laws
of any jurisdiction in which Registrable Securities are offered ("Blue Sky Filing"), or the
omission or alleged omission to state a material fact required to be stated
therein or necessary to make the statements therein not misleading, (ii) any
untrue statement or alleged untrue statement of a material fact contained in the
final prospectus (as amended or supplemented, if the Company files any amendment
thereof or supplement thereto with the SEC) or the omission or alleged omission
to state therein any material fact necessary to make the statements made
therein, in light of the circumstances under which the statements therein were
made, not misleading, (iii) any violation or alleged violation by the Company of
the Securities Act, the Exchange Act, any other law, including, without
limitation, any state securities law, or any rule or regulation thereunder
relating to the offer or sale of the Registrable Securities pursuant to the
Registration Statement or any New Registration Statement  or (iv) any
material violation by the Company of this Agreement (the matters in the
foregoing clauses (i) through (iv) being, collectively, "Violations").  The
Company shall reimburse each Indemnified Person promptly as such expenses are
incurred and are due and payable, for any reasonable legal fees or other
reasonable expenses incurred by them in connection with investigating or
defending any such Claim.  Notwithstanding anything to the contrary
contained herein, the indemnification agreement contained in this Section 6(a):
(i) shall not apply to a Claim by an Indemnified Person arising out of or based
upon a Violation which occurs in reliance upon and in conformity with
information about the Investor furnished in writing to the Company by such
Indemnified Person expressly for use in connection with the preparation of the
Registration Statement, any New Registration Statement or any such amendment
thereof or supplement thereto, if such prospectus was timely made available by
the Company pursuant to Section 3(c) or Section 3(e); (ii) with respect to any
superseded prospectus, shall not inure to the benefit of any such person from
whom the person asserting any such Claim purchased the Registrable Securities
that are the subject thereof (or to the benefit of any person controlling such
person) if the untrue statement or omission of material fact contained in the
superseded prospectus was corrected in the revised prospectus, as then amended
or supplemented, if such revised prospectus was timely made available by the
Company pursuant to Section 3(c) or Section 3(e), and the Indemnified Person was
promptly advised in writing not to use the incorrect prospectus prior to the use
giving rise to a violation and such Indemnified Person, notwithstanding such
advice, used it; (iii) shall not be available to the extent such Claim is based
on a failure of the Investor to deliver or to cause to be delivered the
prospectus made available by the Company, if such prospectus was timely made
available by the Company pursuant to Section 3(c) or Section 3(e); and (iv)
shall not apply to amounts paid in settlement of any Claim if such settlement is
effected without the prior written consent of the Company, which consent shall
not be unreasonably withheld.  Such indemnity shall remain in full
force and effect regardless of any investigation made by or on behalf of the
Indemnified Person and shall survive the transfer of the Registrable Securities
by the Investor pursuant to Section 9.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    b.           In
connection with the Registration Statement or any New Registration Statement,
the Investor agrees to severally and not jointly indemnify, hold harmless and
defend, to the same extent and in the same manner as is set forth in Section
6(a), the Company, each of its directors, each of its officers who signs the
Registration Statement or any New Registration Statement, each Person, if any,
who controls the Company within the meaning of the Securities Act or the
Exchange Act (collectively and together with an Indemnified Person, an "Indemnified Party"), against
any Claim or Indemnified Damages to which any of them may become subject, under
the Securities Act, the Exchange Act or otherwise, insofar as such Claim or
Indemnified Damages arise out of or are based upon any Violation, in each case
to the extent, and only to the extent, that such Violation occurs in reliance
upon and in conformity with written information about the Investor set forth on
Exhibit B
attached hereto and furnished to the Company by the Investor expressly for use
in connection with such registration statement; and, subject to Section 6(d),
the Investor will reimburse any legal or other expenses reasonably incurred by
them in connection with investigating or defending any such Claim; provided,
however, that the indemnity agreement contained in this Section 6(b) and the
agreement with respect to contribution contained in Section 7 shall not apply to
amounts paid in settlement of any Claim if such settlement is effected without
the prior written consent of the Investor, which consent shall not be
unreasonably withheld; provided, further, however, that the Investor shall be
liable under this Section 6(b) for only that amount of a Claim or Indemnified
Damages as does not exceed the net proceeds to the Investor as a result of the
sale of Registrable Securities pursuant to such registration
statement.  Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of such Indemnified Party
and shall survive the transfer of the Registrable Securities by the Investor
pursuant to Section 9.

    


    c.           Promptly
after receipt by an Indemnified Person or Indemnified Party under this Section 6
of notice of the commencement of any action or proceeding (including any
governmental action or proceeding) involving a Claim, such Indemnified Person or
Indemnified Party shall, if a Claim in respect thereof is to be made against any
indemnifying party under this Section 6, deliver to the indemnifying party a
written notice of the commencement thereof, and the indemnifying party shall
have the right to participate in, and, to the extent the indemnifying party so
desires, jointly with any other indemnifying party similarly noticed, to assume
control of the defense thereof with counsel mutually satisfactory to the
indemnifying party and the Indemnified Person or the Indemnified Party, as the
case may be; provided, however, that an Indemnified Person or Indemnified Party
shall have the right to retain its own counsel with the fees and expenses to be
paid by the indemnifying party, if, in the reasonable opinion of counsel
retained by the indemnifying party, the representation by such counsel of the
Indemnified Person or Indemnified Party and the indemnifying party would be
inappropriate due to actual or potential differing interests between such
Indemnified Person or Indemnified Party and any other party represented by such
counsel in such proceeding. The Indemnified Party or Indemnified Person shall
cooperate fully with the indemnifying party in connection with any negotiation
or defense of any such action or claim by the indemnifying party and shall
furnish to the indemnifying party all information reasonably available to the
Indemnified Party or Indemnified Person which relates to such action or
claim.  The indemnifying party shall keep the Indemnified Party or
Indemnified Person fully apprised at all times as to the status of the defense
or any settlement negotiations with respect thereto.  No indemnifying
party shall be liable for any settlement of any action, claim or proceeding
effected without its written consent, provided, however, that the indemnifying
party shall not unreasonably withhold, delay or condition its
consent.  No indemnifying party shall, without the consent of the
Indemnified Party or Indemnified Person, consent to entry of any judgment or
enter into any settlement or other compromise which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party or Indemnified Person of a release from all liability in
respect to such claim or litigation.  Following indemnification as
provided for hereunder, the indemnifying party shall be subrogated to all rights
of the Indemnified Party or Indemnified Person with respect to all third
parties, firms or corporations relating to the matter for which indemnification
has been made.  The failure to deliver written notice to the
indemnifying party within a reasonable time of the commencement of any such
action shall not relieve such indemnifying party of any liability to the
Indemnified Person or Indemnified Party under this Section 6, except to the
extent that the indemnifying party is prejudiced in its ability to defend such
action.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    d.           The
indemnification required by this Section 6 shall be made by periodic payments of
the amount thereof during the course of the investigation or defense, as and
when bills are received or Indemnified Damages are incurred.

    


    e.           The
indemnity agreements contained herein shall be in addition to (i) any cause of
action or similar right of the Indemnified Party or Indemnified Person against
the indemnifying party or others, and (ii) any liabilities the indemnifying
party may be subject to pursuant to the law.

    


    
      	
               
      

            	
              7.

            	
              CONTRIBUTION.

            


    

    


    To the
extent any indemnification by an indemnifying party is prohibited or limited by
law, the indemnifying party agrees to make the maximum contribution with respect
to any amounts for which it would otherwise be liable under Section 6 to the
fullest extent permitted by law; provided, however, that: (i) no seller of
Registrable Securities guilty of fraudulent misrepresentation (within the
meaning of Section 11(f) of the Securities Act) shall be entitled to
contribution from any seller of Registrable Securities who was not guilty of
fraudulent misrepresentation; and (ii) contribution by any seller of Registrable
Securities shall be limited in amount to the net amount of proceeds received by
such seller from the sale of such Registrable Securities.

    


    
      	
               
      

            	
              8.

            	
              REPORTS AND DISCLOSURE
      UNDER THE SECURITIES ACTS.

            


    

    


    With a
view to making available to the Investor the benefits of Rule 144 promulgated
under the Securities Act or any other similar rule or regulation of the SEC that
may at any time permit the Investor to sell securities of the Company to the
public without registration ("Rule 144"), the Company
agrees, at the Company’s sole expense, to:

    


    a.           use
its reasonable best efforts to make and keep public information available, as
those terms are understood and defined in Rule 144;

    


    b.          use
its reasonable best efforts to file with the SEC in a timely manner all reports
and other documents required of the Company under the Securities Act and the
Exchange Act so long as the Company remains subject to such requirements and the
filing of such reports and other documents is required for the applicable
provisions of Rule 144; and

    


    c.           furnish
to the Investor so long as the Investor owns Registrable Securities, promptly
upon request, (i) a written statement by the Company that it has complied with
the reporting and or disclosure provisions of Rule 144, the Securities Act and
the Exchange Act, (ii) a copy of the most recent annual or quarterly report of
the Company and such other reports and documents so filed by the Company, and
(iii) such other information as may be reasonably requested to permit the
Investor to sell such securities pursuant to Rule 144 without
registration.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    d.           take
such additional action as is reasonably requested by the Investor to enable the
Investor to sell the Registrable Securities pursuant to Rule 144, including,
without limitation, delivering all such legal opinions, consents, certificates,
resolutions and instructions to the Company’s Transfer Agent as may be requested
from time to time by the Investor and otherwise fully cooperate with Investor
and Investor’s broker to effect such sale of securities pursuant to Rule
144.

    


    The
Company agrees that damages may be an inadequate remedy for any breach of the
terms and provisions of this Section 8 and that Investor shall, whether or not
it is pursuing any remedies at law, be entitled to equitable relief in the form
of a preliminary or permanent injunctions, without having to post any bond or
other security, upon any breach or threatened breach of any such terms or
provisions.

    


    
      	
               
      

            	
              9.

            	
              ASSIGNMENT OF
      REGISTRATION RIGHTS.

            


    

    


    The
Company shall not assign this Agreement or any rights or obligations hereunder
without the prior written consent of the Investor.  The Investor may
not assign its rights under this Agreement.

    


    
      	
               
      

            	
              10.

            	
              MISCELLANEOUS.

            


    

    


    a.           A
Person is deemed to be a holder of Registrable Securities whenever such Person
owns or is deemed to own of record such Registrable Securities.  If
the Company receives conflicting instructions, notices or elections from two or
more Persons with respect to the same Registrable Securities, the Company shall
act upon the basis of instructions, notice or election received from the
registered owner of such Registrable Securities.

    


    b.           Any
notices, consents, waivers or other communications required or permitted to be
given under the terms of this Agreement must be in writing and will be deemed to
have been delivered:  (i) upon receipt, when delivered personally;
(ii) upon receipt, when sent by facsimile (provided confirmation of transmission
is mechanically or electronically generated and kept on file by the sending
party); or (iii) one (1) Business Day after deposit with a nationally recognized
overnight delivery service, in each case properly addressed to the party to
receive the same.  The addresses and facsimile numbers for such
communications shall be:

    


    If to the
Company:

     

    
      
        
          	
                  Onstream
      Media Corporation

                
	
                  1291
      SW 29th
      Avenue

                
	
                  Pompano
      Beach, FL 33069

                
	
                  Telephone:               
      

                	
                  954-917-6655

                
	
                  Facsimile:               
      

                	
                  954-917-6660

                
	
                  Attention:               
      

                	
                  Chief Executive Officer

                


        

      

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    With a
copy to:

     

    
      
        	
                Roetzel
      & Andress, LPA

              
	
                350
      East Las Olas Boulevard, Suite 1150

              
	
                Fort
      Lauderdale, FL 33301

              
	
                Telephone:               
      

              	
                954-462-4150

              
	
                Facsimile:               
      

              	
                954-462-4260

              
	
                Attention:               
      

              	
                Joel
      D. Mayersohn, Esq.

              


      

    

    


    If to the
Investor:

     

    
      
        	
                Lincoln
      Park Capital Fund, LLC

              
	
                440
      N. Wells, Suite 620

              
	
                Chicago,
      IL 60654

              
	
                Telephone:               
      

              	
                312-822-9300

              
	
                Facsimile:               
      

              	
                312-822-9301

              
	
                Attention:               
      

              	
                Josh
      Scheinfeld/Jonathan Cope

              


      

    

     

    
      
        	
                With
      a copy to:

              
	
                K&L
      Gates LLP

              
	
                200
      South Biscayne Blvd., Suite 3900

              
	
                Miami,
      Florida 33131

              
	
                Telephone:               
      

              	
                305-539-3300

              
	
                Facsimile:               
      

              	
                305-358-7095

              
	
                Attention:               
      

              	
                Clayton
      Parker, Esq.

              


      

    

    
      
        
          
            
               

            

          

        

      

    

    or at
such other address and/or facsimile number and/or to the attention of such other
person as the recipient party has specified by written notice given to each
other party three (3) Business Days prior to the effectiveness of such
change.  Written confirmation of receipt (A) given by the recipient of
such notice, consent, waiver or other communication, (B) mechanically or
electronically generated by the sender's facsimile machine containing the time,
date, recipient facsimile number and an image of the first page of such
transmission or (C) provided by a nationally recognized overnight delivery
service, shall be rebuttable evidence of personal service, receipt by facsimile
or receipt from a nationally recognized overnight delivery service in accordance
with clause (i), (ii) or (iii) above, respectively.

    


    c.           Failure
of any party to exercise any right or remedy under this Agreement or otherwise,
or delay by a party in exercising such right or remedy, shall not operate as a
waiver thereof.

    


    d.           The
corporate laws of the State of Florida shall govern all issues concerning the
relative rights of the Company and its shareholders.  All other
questions concerning the construction, validity, enforcement and interpretation
of this Agreement shall be governed by the internal laws of the State of
Illinois, without giving effect to any choice of law or conflict of law
provision or rule (whether of the State of Illinois or any other jurisdictions)
that would cause the application of the laws of any jurisdictions other than the
State of Illinois.   Each party hereby irrevocably submits to the
exclusive jurisdiction of the state and federal courts sitting the City of
Chicago, for the adjudication of any dispute hereunder or in connection herewith
or with any transaction contemplated hereby or discussed herein, and hereby
irrevocably waives, and agrees not to assert in any suit, action or proceeding,
any claim that it is not personally subject to the jurisdiction of any such
court, that such suit, action or proceeding is brought in an inconvenient forum
or that the venue of such suit, action or proceeding is
improper.  Each party hereby irrevocably waives personal service of
process and consents to process being served in any such suit, action or
proceeding by mailing a copy thereof to such party at the address for such
notices to it under this Agreement and agrees that such service shall constitute
good and sufficient service of process and notice thereof.  Nothing
contained herein shall be deemed to limit in any way any right to serve process
in any manner permitted by law.  If any provision of this Agreement
shall be invalid or unenforceable in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of the
remainder of this Agreement in that jurisdiction or the validity or
enforceability of any provision of this Agreement in any other
jurisdiction.  EACH
PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO
REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN
CONNECTION HEREWITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTION
CONTEMPLATED HEREBY.


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    e.           With
the exception of the Mutual Nondisclosure Agreement between the parties dated as
of _______, 2010, this Agreement supersedes all other prior oral or written
agreements between the Buyer, the Company, their affiliates and persons acting
on their behalf with respect to the matters discussed herein, and this
Agreement, the other Transaction Documents and the instruments referenced herein
contain the entire understanding of the parties with respect to the matters
covered herein and therein and, except as specifically set forth herein or
therein, neither the Company nor the Buyer makes any representation, warranty,
covenant or undertaking with respect to such matters.

    


    f.       
    Subject to the requirements of Section 9, this Agreement
shall inure to the benefit of and be binding upon the permitted successors and
assigns of each of the parties hereto.

    


    g.           The
headings in this Agreement are for convenience of reference only and shall not
limit or otherwise affect the meaning hereof.

    


    h.           This
Agreement may be executed in identical counterparts, each of which shall be
deemed an original but all of which shall constitute one and the same
agreement.  This Agreement, once executed by a party, may be delivered
to the other party hereto by facsimile transmission of a copy of this Agreement
bearing the signature of the party so delivering this Agreement.

    


    i.         
  Each party shall do and perform, or cause to be done and performed,
all such further acts and things, and shall execute and deliver all such other
agreements, certificates, instruments and documents, as the other party may
reasonably request in order to carry out the intent and accomplish the purposes
of this Agreement and the consummation of the transactions contemplated
hereby.

    


    j.           
The language used in this Agreement will be deemed to be the language chosen by
the parties to express their mutual intent and no rules of strict construction
will be applied against any party.

    


    k.           This
Agreement is intended for the benefit of the parties hereto and their respective
permitted successors and assigns, and is not for the benefit of, nor may any
provision hereof be enforced by, any other Person.

    


    *
* * * * *


    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    IN WITNESS WHEREOF, the
parties have caused this Registration Rights Agreement to be duly executed as of
day and year first above written.

    


    
      
        
          	 
      	THE
      COMPANY:
	 
      	 
      	 
      
	 
      	ONSTREAM
      MEDIA CORPORATION
	 
      	 
      	 
      
	 
      	
                  By: 
      

                	
                  /s/ Randy S.Selman

                
	 
      	
                  Name: 
      

                	
                  Randy
      S. Selman

                
	 
      	
                  Title: 
      

                	
                  CEO

                


        

      

    

    


    
      
        
          	 
      	
                  BUYER:

                
	 
      	 
      
	 
      	
                  LINCOLN
      PARK CAPITAL FUND, LLC

                
	 
      	
                  BY:
      LINCOLN PARK CAPITAL PARTNERS, LLC

                
	 
      	
                  BY:
      ROCKLEDGE CAPITAL CORPORATION

                
	 
      	 
      	 
      
	 
      	
                  By:

                	
                   /s/ Joshua Scheinfeld

                
	 
      	
                  Name:

                	
                  Joshua
      Scheinfeld

                
	 
      	
                  Title:

                	
                  President

                


        

      

    

    


    
      Exhibits
A, A-1 and B have been redacted from this Exhibit 10.2.