EXHIBIT
10.1

    


    ONSTREAM
MEDIA CORPORATION

    SUBSCRIPTION
AGREEMENT

    


    SERIES
A-12 PREFERRED STOCK

    


    This
Subscription Agreement (this “Agreement”) is entered into as of _________, 2008,
by and among Onstream Media Corporation, a Florida corporation (the “Company”),
and the undersigned investors (collectively the “Investors” and each an
“Investor”).

     

    RECITALS

     

    A.           The
Company and the Investors are executing and delivering this Agreement in
reliance upon an exemption from securities registration afforded by the
provisions of Section 4(2), Section 4(6) and/or Regulation D (“Regulation D”) as
promulgated by the United States Securities and Exchange Commission (the
“Commission”) under the Securities Act of 1933, as amended (the “1933
Act”).

     

    B.           The
Investors are holders of shares of the Company’s Series A-10 Preferred Stock as
set forth on Exhibit A,
which includes shares originally issued (“Original Issue Shares”) and shares
acquired as payment for dividends and interest.

     

    C.           The
Series A-10 Preferred shares will automatically convert into shares of the
Company’s Common Stock on December 31, 2008.

     

    D.           The
Company has designated a new series of preferred stock as Series A-12 Preferred
Stock pursuant to the terms of the Certificate of Designation, Preferences and
Rights in the form attached hereto as Exhibit B (the “Certificate
of Designation”).  The Series A-12 Preferred Stock, in general, has
the same terms and conditions afforded to holders of the Company’s Series A-10
Preferred Stock except as follows:

     

    
      	
               
      

            	
              a.

            	
              Dividends
      on the Series A-12 Preferred Stock will be pre-paid in shares of the
      Company’s Common Stock;

            


    

     

    
      	
               
      

            	
              b.

            	
              The
      Series A-12 Preferred Stock will automatically convert into shares of the
      Company’s Common Stock on or about December 31, 2009 (one
      year);

            


    

     

    
      	
               
      

            	
              c.

            	
              There
      are no warrants associated with the Series A-12 Preferred
      Stock:

            


    

     

    
      	
               
      

            	
              d.

            	
              Holders
      of Series A-12 Preferred Stock are not entitled to an adjustment in the
      conversion price in the event the Company issues shares of Common
      Stock;

            


    

     

    
      	
               
      

            	
              e.

            	
              Holders
      of Series A-12 Preferred Stock are not entitled to registration
      rights;

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              f.

            	
              Consent
      of the holders of Series A-12 Preferred Stock is not required by the
      Company prior to incurring debt or creating a senior class of preferred
      stock;

            


    

     

    
      	
               
      

            	
              g.

            	
              Holders
      of Series A-12 Preferred Holders do not have the right to appoint a Board
      seat; and

            


    

     

    
      	
               
      

            	
              h.

            	
              Holders
      of Series A-12 Preferred Stock may, after six months, redeem any or all
      shares purchased as additional shares at the additional purchase price of
      $10.00 per share.  Shares of Series A-12 Preferred stock
      acquired in exchange for shares of Series A-10 Preferred Stock have no
      redemption rights.

            


    

     

    E.           The
Company desires to exchange the Original Issue Shares of Series A-10 Preferred
Shares prior to December 31, 2008 into an equal number of shares of the
Company’s Series A-12 Preferred Stock; provided that (i) the holders
of the Series A-10 Preferred Stock agree to exchange their Original Issue Shares
for shares of the Company’s Series A-12 Preferred Stock; and (ii) agree to
purchase additional shares of Series A-12 Preferred Stock at an additional
purchase price of $10.00 per share.

     

    F.           Subject
to the terms and conditions of this Agreement, the Company will (i) convert all
shares of the Series A-10 acquired as payment for dividends and interest on or
prior to December 31, 2008; (ii) exchange an aggregate of _________ Original
Issue Shares of the Company’s Series A-10 Preferred Stock for an aggregate
of___________ shares of the Company’s Series A-12 Preferred Stock (the
“Exchanged Shares”); and (iii) issue and sell to the Investors an aggregate of
up to ________ additional shares of the Company’s Series A-12 Preferred Stock at
the additional purchase price of $10.00 per share (the “Additional
Shares”).  The Exchanged Shares and Additional Shares, collectively
referred to herein as the “Shares”.

     

    G.           Each
Investor hereto, severally and not jointly, has agreed to exchange his or her
Original Issue Shares of Series A-10 Preferred Stock as set forth on Exhibit A into shares of the
Company’s Series A-12 Preferred Stock at the ratio of one share of Series A-10
Preferred Stock for one share of Series A-12 Preferred Stock and desires to
subscribe for and purchase the number of Additional Shares as set forth on such
Investor’s signature page hereto.

     

    NOW,
THEREFORE, in consideration of the mutual covenants, agreements and conditions,
and upon acknowledgement of each of the parties of the receipt of valuable
consideration, the parties herein agree as follows:

     

    1)           Recitals.  The
foregoing recitals are true, correct and are herein incorporated by
reference.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              2)

            	
              Exchange, Purchase and
      Sale of Shares.

            


    

     

    a)           The
exchange, purchase and sale transaction contemplated hereby will close no later
than 5:00 p.m., E.S.T. on December ___, 2008, or such date and time may be
modified by the Company in its sole discretion (such day, the
“Closing”).

     

    b)           At
the Closing, the Company shall

     

    
      	
               
      

            	
              i)

            	
              exchange
      each share of Original Issue Shares of Series A-10 Preferred Stock set
      forth on Exhibit
      A into one share of the Company’s Series A-12 Preferred Stock;
      and

            


    

     

    
      	
               
      

            	
              ii)

            	
              issue
      and sell to each Investor such number of Additional Shares as is set forth
      next to the Investor’s name on the signature pages
      hereto.  Investor shall pay an additional amount equal to $10.00
      per Additional Share to be purchased by the Investor (the “Additional
      Purchase Price”) in cash (by check or wire transfer) to the
      Company.  Promptly after the Closing, the Company shall deliver
      to Investor a duly executed certificate representing the Shares which
      Investor is purchasing hereunder along with dividends payable in shares of
      the Company’s restricted Common Stock as set forth in the Certificate of
      Designation.

            


    

     

    
      	
               
      

            	
              3)

            	
              Representations and
      Warranties of Investor.

            


    

     

    Investor
hereby, severally and not jointly, represents, warrants and covenants to the
Company that:

     

    a)           Terms of Series A-12
Preferred Stock.  Investor (i) understands the differences in
his or her rights as a Series A-10 Preferred Stock holder, which shall terminate
upon exchange, and his or her rights as a holder of Series A-12 Preferred Stock;
and (ii) agrees to the terms and conditions of the Series A-12 Preferred Stock
as set forth in the Certificate of Designation and are herein incorporated by
reference.

     

    b)           Authorization.  Investor
has full power and authority to enter into this Agreement and any related
agreements to which it is a party, and each such agreement constitutes its valid
and legally binding obligation, enforceable in accordance with its terms except
(i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium
and other laws of general application affecting enforcement of creditors’ rights
generally; (ii) as limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies; and (iii) to the
extent the indemnification provisions contained in this Agreement may be limited
by applicable federal or state securities laws.

     

    c)           Exemptions from
Registration. Investor understands and acknowledges that the Shares, and
Common Stock underlying the Shares and Common Stock to be issued as dividends,
are being offered and sold under one or more of the exemptions from registration
provided for in Sections 4(2) and 4(6) of the Securities Act of 1933, as amended
including, Regulation D promulgated thereunder. Investor acknowledges that the
Shares are being purchased without the Investor being offered or furnished any
offering literature, prospectus or other material, financial or otherwise, and
that this transaction has not been scrutinized by the United States Securities
and Exchange Commission or by any regulatory authority charged with the
administration of the securities laws of any state.  Investor
understands that the Company is relying on the truth and accuracy of the
representations, declarations and warranties herein made by Investor in offering
the Shares for sale to the Investor without having first registered the Shares
under the Act.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    d)           Purchase Entirely for Own
Account. This Agreement is made with Investor in reliance upon Investor’s
representation to the Company, which by Investor’s execution of this Agreement,
Investor hereby confirms that the Shares will be acquired for investment for
Investor’s own account, not as a nominee or agent, and not with a view to the
resale or distribution of any part thereof, and that Investor has no present
intention of selling, granting any participation in or otherwise distributing
the same.  By executing this Agreement, Investor further represents
that Investor does not have any contract, undertaking, agreement or arrangement
with any person to sell, transfer or grant participations to such person or to
any third person, with respect to any of the Shares.

     

    e)           Investment
Experience.  Investor confirms that he/she/it understands and
has fully considered, for purposes of this investment, the risks of an
investment in the Shares and understands that: (i) this investment is suitable
only for an investor who is able to bear the economic consequences or losing his
entire investment, (ii) the purchase of the Shares is a speculative investment
which involves a high degree of risk of loss by the Investor of his entire
investment, and (iii) that there will be no public market for the Shares and
accordingly, it may not be possible for him to liquidate his investment in the
Shares in case of an emergency.  Investor represents that he/she/it is
able to bear the economic risk of its investment, and has such knowledge and
experience in financial or business matters that it is capable of evaluating the
merits and risks of the investment in the Shares.  If other than an
individual, Investor also represents it has not been organized for the purpose
of acquiring the Shares.

     

    f)           Accredited
Investor.  Investor is an “accredited investor” within the
meaning of SEC Rule 501 of Regulation D.  All of the information in
the Investor Questionnaire delivered by Investor to the Company in connection
with Investor’s purchase of the Shares remains complete, true and correct as of
the Closing.

     

    g)           Disclosure of
Information. Investor has received all the information it considers
necessary or appropriate for deciding whether to purchase the Shares. Investor
further represents that it has had an opportunity to ask questions and receive
answers from the Company regarding the terms and conditions of the offering of
the Shares and the business, properties, prospects and financial condition of
the Company.

     

    h)           Tax
Consequences.  Investor has had the opportunity to discuss with
his/her/its representatives, including his attorney and/or his accountant, if
any, the tax consequences of his/her/its investment in the
Shares.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    i)           Restricted
Securities. Investor understands that the Shares it is purchasing and
Common Stock underlying the Shares and Common Stock to be issued as dividends,
are characterized as “restricted securities” under the federal securities laws
inasmuch as they are being acquired from the Company in a transaction not
involving a public offering, and that under such laws and applicable
regulations, such Shares and Common Stock may be resold without registration
under the Act only in certain limited circumstances.  In the absence
of an effective registration statement covering the Shares or an available
exemption from registration under the Act, the Shares (and any Common Stock
issued on conversion of the Shares or as payment of dividends) must be held
indefinitely.

     

    j)           No
Brokers.  Investor has not taken any action which would give
rise to any claim by any person for brokerage commissions, finder’s fees or
similar payments relating to this Agreement or the transactions contemplated
hereby.

     

    k)           Legends. The Investor
consents to the placement of one or more legends on the Shares as required by
applicable securities laws, including a legend in form substantially as follows:
“These securities have not been registered under the Securities Act of 1933, as
amended.  They may not be sold, offered for sale, pledged or
hypothecated in the absence of a registration statement in effect with respect
to the securities under such Act or an opinion of counsel satisfactory to the
Company that such registration is not required or unless sold pursuant to Rule
144 of such Act.”

     

    
      	
               
      

            	
              4)

            	
              Covenants of the
      Parties.

            


    

     

    a)           Performance. The
Company and Investor shall perform and comply with all agreements, obligations
and conditions contained in this Agreement, the Certificate of Designation and
related agreements that are required to be performed or complied with by the
Company or Investor.

     

    b)           Qualifications.  The
Company shall obtain all authorizations, approvals or permits, if any, of any
governmental authority or regulatory body of the United States or of any state
that are required in connection with the lawful issuance and sale of the Shares
pursuant to this Agreement which shall be timely made after such issuance and
sale of the Shares.

     

    c)           Amendment to Articles of
Incorporation. The Company shall file the Certificate of Designation as
an Amendment to the Company’s Articles of Incorporation in the form attached
hereto as Exhibit B
with the Florida Secretary of State on, or as soon as practical, the date of
Closing.

     

    d)           Further Consent. The
Investor shall have amended any other agreement or arrangement, or given any
further consent required to allow the Company to execute and perform this
Agreement and the Certificate of Designation.

     

    
      	
               
      

            	
              5)

            	
              Miscellaneous.

            


    

     

    a)           Survival. The
warranties, representations and covenants of the Investor contained in or made
pursuant to this Agreement shall survive the execution and delivery of this
Agreement and the Closing.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    b)           Successors and
Assigns. Except as otherwise provided herein, the terms and conditions of
this Agreement shall inure to the benefit of, and be binding upon, the
respective successors and assigns of the parties (including transferees of any
Shares).  Nothing in this Agreement, express or implied, is intended
to confer upon any party, other than the parties hereto or their respective
successors and assigns, any rights, remedies, obligations or liabilities under
or by reason of this Agreement, except as expressly provided in this
Agreement.

     

    c)           Governing
Law.  This Subscription Agreement shall be governed by and
construed in accordance with the laws of the State of Florida without giving
effect to any choice or conflict of law provision or rule (whether of the State
of Florida or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of Florida.

     

    d)           Titles and
Subtitles.  The titles and subtitles used in this Agreement are
used for convenience only and are not to be considered in construing or
interpreting this Agreement.

     

    e)           Notices. All notices
required or permitted hereunder shall be in writing and shall be deemed
effectively given: (i) upon personal delivery to the party to be notified, (ii)
when sent by confirmed telex or facsimile if sent during normal business hours
of the recipient, if not, then on the next business day; (iii) five (5) days
after having been sent by registered or certified mail, return receipt
requested, postage prepaid; or (iv) one (1) day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written
verification of receipt.  All communications shall be sent to the
Company at 1291 S.W. 29th Avenue,
Pompano Beach, Florida 33069 ATTENTION: Randy S. Selman, and if to the Investor,
to the address as set forth on the signature page hereof or at such other
address as such party may designate by ten (10) days’ advance written notice to
the other parties hereto.

     

    f)           Indemnification.  The
Investor acknowledges that it understands the meaning and legal consequences of
the representations and warranties contained in Section 3 and the covenants
contained in Section 4, and hereby agrees to indemnify and hold harmless the
Company, its officers or any of its affiliates, associates, agents or employees
from and against any and all loss, damage or liability (including costs and
reasonable attorney's fees) due to or arising out of a breach of any
representation, warranty or acknowledgment of the Investor contained in this
Agreement.

     

    g)           Severability. If one
or more provisions of this Agreement are held to be unenforceable under
applicable law, such provision shall be excluded from this Agreement and the
balance of the Agreement shall be interpreted as if such provision were so
excluded and shall be enforceable in accordance with its terms.

     

    h)           Entire Agreement.
This Agreement and the documents referred to herein constitute the entire
agreement among the parties, and this Agreement supersedes all prior and
contemporaneous written and oral agreements, relating to the subject matter
hereof.

     

    i)           Counterparts; Facsimile/PDF
Signatures. This Agreement may be executed in two or more counterparts,
and by facsimile signatures or portable document format (.pdf or similar
format), each of which shall be deemed an original, but all of which together
shall constitute one and the same instrument.

     

    [SIGNATURE
PAGE FOLLOWS]


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    [Investor
Signature Page to Subscription Agreement]

    


    
      
        
          
            	
                    Number
      of Original Issue Shares of Series A-10 to be Exchanged for Series
      A-12:

                  	 
      	
                    ____________

                  	 
      
	
                    Number
      of Additional Shares of Series A-12 to be Purchased:

                  	 
      	
                    ____________

                  	 
      
	
                    Additional
      Purchase Price ($10.00 Per Additional Share)

                  	 
      	
                    $___________

                  	 
      
	
                    The
      Shares are to be issued in

                  	 
      	 
      	 
      
	
                    (check
      one):

                  	 
      	 
      	 
      


          

        

      

      


      
        
          	
                  o
      individual name

                	 
      	
                  _________________________________________

                
	 
      	 
      	
                  Print
      Name of Investor

                
	
                  o joint
      tenants with rights

                	 
      	
                  _________________________________________

                
	
                  of
      survivorship

                	 
      	
                  Print
      Name of Joint Investor (if applicable)

                
	 
      	 
      	 
      
	
                  o tenants
      in the entirety

                	 
      	
                  _________________________________________

                
	 
      	 
      	
                  Address

                
	
                  o corporation
      or partnership

                	 
      	 
      
	 
      	 
      	
                  _________________________________________

                
	
                  o trust

                	 
      	 
      
	 
      	 
      	
                  Telephone:________________________________

                
	 
      	 
      	 
      
	 
      	 
      	
                  Facsimile:
      ________________________________

                
	 
      	 
      	 
      
	 
      	 
      	
                  Email:
      ___________________________________

                
	 
      	 
      	 
      
	
                  Date:
      __________________

                	 
      	
                  _________________________________________

                
	 
      	 
      	
                  Signature
      of Investor

                
	 
      	 
      	 
      
	 
      	 
      	
                  _________________________________________

                
	 
      	 
      	
                  SSN
      or Tax ID

                


        

      

    

     

    IF INVESTOR IS A CORPORATION, PARTNERSHIP OR TRUST:

     

    The
undersigned trustee, partner or corporate officer certifies that he/she has full
power and authority from the beneficiaries, partners or directors of the entity
named above to execute this Subscription Agreement on behalf of the entity and
to make the representations and warranties made herein on their behalf and that
the purchase of the Shares has been affirmatively authorized by the governing
board of such entity and is not prohibited by the governing documents of the
entity.

     

    
      
        
          
            
              	
                      Date:
      ____________________

                    	
                      By:

                    	 
      
	 
      	 
      	
                      Signature
      of authorized trustee, partner or

                    
	 
      	 
      	
                      corporate
      officer

                    
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	 
      	
                      Print
      Name and
Capacity

                    


            

          

        

      

    

     

    
      
        
          	
                  Onstream
      Media Corporation hereby accepts the foregoing subscription for shares of
      its Series A-12 Preferred Stock subject to the terms and conditions hereof
      this ____________________, 2008.

                
	 
      
	
                  SIGNATURE:
      _____________________________________________________________

                
	 
      
	
                  PRINT
      NAME AND CAPACITY:
      ______________________________________________

                   

                


        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
A

    


    Series
A-10 Preferred

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                	 
      	 	
                                                        No.
      of Shares of Series A-10 Preferred

                                                      
	
                                                        Name

                                                      	 	
                                                        Original
      Issue

                                                      	 	
                                                        Issued
      as

                                                        Dividends
      or

                                                        Interest

                                                      	 	
                                                        Total

                                                      
	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      
	 
      	 	 
      	 	 
      	 	 
      


                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
B

    


    Form of
Certificate of Designation of Series A-12 Preferred Stock