Exhibit 10.2


REGISTRATION RIGHTS AGREEMENT


                    REGISTRATION
RIGHTS AGREEMENT, dated as of October 18, 2007 (the “Agreement”) by and
between Viewpoint Corporation, a Delaware corporation (the “Company”),
and the undersigned investors (each a “Purchaser” and collectively, the
“Purchasers”). Capitalized terms used herein but not defined herein
shall have the respective meanings given to such terms in the Securities
Purchase Agreement by and between the parties hereto of even date herewith (the
“Securities Purchase Agreement”).


WITNESSETH


                    WHEREAS,
in connection with the Securities Purchase Agreement, the Company has agreed,
upon the terms and conditions set forth therein, to issue and sell to each
Purchaser (i) shares of the Company’s common stock, par value $.001 per share
(the “Common Stock”) and (ii) warrants (the “Warrants”)
which will be exercisable six months following the issuance date, to purchase
shares of Common Stock (as exercised collectively, the “Warrant Shares”).


                    NOW,
THEREFORE, in consideration of the premises and the mutual agreements set forth
herein, and other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto hereby agree as follows:


                    1.
Certain Definitions.


                    As
used in this Agreement, the following terms shall have the meanings ascribed to
them below:


                    “Commission”:
the Securities and Exchange Commission or any successor agency.


                    “Common
Stock”: Common Stock, par value $.001 per share, of the Company.


                    “Person”:
any natural person, corporation, partnership, limited liability company, firm,
association, trust, government, governmental agency or other entity, whether
acting in an individual, fiduciary, or other capacity.


                    “Purchaser”
or “Purchasers”: each Purchaser identified in the Preamble hereto and
any other Person who shall hereafter acquire Registrable Securities from such
Purchaser and to whom such Purchaser assigns its rights under this Agreement
and who agrees to become bound by the provisions of this Agreement in
accordance with Section 3.4(a).


                    “Registrable
Securities”: (i) shares of Common Stock acquired pursuant to the Securities
Purchase Agreement, (ii) the Warrant Shares issued or issuable upon exercise of
the Warrants, and (iii) any shares of capital stock issued or issuable with
respect to the Warrant Shares or the Warrants as a result of any stock split,
stock dividend, recapitalization, exchange or similar event; provided, that any
shares of Common Stock constituting Registrable Securities shall cease to be
such at such time as (A) they are distributed to the public pursuant to a
registration statement under the Securities Act or Rule 144 thereunder, (B)
they become subject to resale pursuant to Rule 144(k) under the Securities Act
(or any successor provision) (“Rule 






144”), (C) the Purchaser thereof may sell all
such shares held by such Purchaser in a single 90-day period under Rule 144
because such shares constitute not more than 1.0% of the outstanding shares of
Common Stock (provided, in the case of clause (B) and this clause (C), that any
shares which cease to be Registrable Securities by operation of such clauses
shall again become Registrable Securities if such shares can no longer be sold
in a single 90-day period pursuant to Rule 144), or (D) they shall have
otherwise been transferred and the new certificate evidencing ownership thereof
does not bear a restrictive legend pursuant to the Securities Act and is not
subject to a stop transfer order delivered by or on behalf of the Company. 


                    For
all purposes of this Agreement, a “majority in interest” of the
Purchasers or a group thereof shall be determined on the basis of the
Registrable Securities held by them.


                    “Registration
Statement” means the registration statement or registration statements
filed under the Securities Act covering the Registrable Securities.


                    “Securities
Act”: the Securities Act of 1933, as amended.


                    2.
Registration Rights.


                    2.1
Mandatory Registration.


                    (a)
Subject to receipt of necessary information from the Purchasers after prompt
request from the Company to the Purchasers to provide such information, the
Company shall prepare, and, as soon as practicable but in no event later than
forty-five (45) days after the Closing (as defined in the Securities Purchase
Agreement) (the “Filing Deadline”), file with the Commission a
Registration Statement covering the resale of all of the Registrable
Securities. The Registration Statement prepared pursuant hereto shall register
for resale all of the Registrable Securities. The Company shall use its
reasonable best efforts, subject to receipt of necessary information from the
Purchasers after prompt request from the Company to the Purchasers to provide
such information, to have the Registration Statement declared effective by the
Commission as soon as practicable, but in no event later than (i) the date
which is one hundred twenty (120) days after the Closing Date if the Company is
informed in writing by the Commission within such 120 day period that it will
not review the Registration Statement, (ii) the date which is one hundred fifty
(150) days after the Closing Date if the Company is not so informed in writing
by the Commission or (iii) the fifth (5th) Business Day following
written notification by the Commission that it has no comments or no further
comments on the Registration Statement (such applicable date is referred to as
the “Effectiveness Deadline”). By 9:30 a.m. New York City time on the
date following the date the Registration Statement is first declared effective
by the Commission, the Company shall file with the Commission in accordance
with Rule 424 under the Securities Act the final prospectus to be used in
connection with sales pursuant to such Registration Statement.


                    (b)
The registration pursuant to this Section 2.1 shall be on Form S-3 (or any
equivalent successor form), if permitted. If the Company does not meet the
eligibility requirements for filing a Registration Statement on Form S-3, then
the Company shall instead prepare and file with the Commission a Registration
Statement meeting the requirements of Form S-1, Form S-2 or Form SB-2, and in
such event, the Company shall re-file such 


2






Registration
Statement, or file a new Registration Statement covering at least the number of
shares then registered on the existing Registration Statement (and not
previously sold pursuant to the existing Registration Statement or pursuant to
Rule 144), on Form S-3 as promptly as practicable (but in no event later than
forty-five (45) days) after the Company meets the eligibility requirements to
use Form S-3 for the resale of Registrable Securities by each Purchaser.


                    2.2
Effect of Failure to File and Obtain and Maintain Effectiveness of
Registration Statement.


                    If
(i) a Registration Statement covering all the Registrable Securities required
to be covered thereby and required to be filed by the Company pursuant to this
Agreement is (A) not filed with the Commission on or before the respective
Filing Deadline or (B) not declared effective by the Commission on or before
the Effectiveness Deadline or (ii) on any day after such Registration Statement
has been declared effective by the Commission (other than during an Allowable
Grace Period) sales of all the Registrable Securities required to be included
on such Registration Statement cannot be made pursuant to such Registration
Statement (including, without limitation, because of a failure to keep such
Registration Statement effective, to disclose such information as is necessary
for sales to be made pursuant to such Registration Statement or to register
sufficient shares of Common Stock), then, as partial relief for the damages to
any holder by reason of any such delay in or reduction of its ability to sell
the Registrable Securities (which remedy shall not be exclusive of any other
remedies available at law or in equity), the Company shall pay to an applicable
Purchaser liquidated damages at a rate equal to one percent (1.0%) for every
thirty days after such failure (prorated for periods of less than 30 days) of
the total purchase price of the Registrable Securities purchased by such
Purchaser pursuant to the Securities Purchase Agreement and held by such
Purchaser as of the relevant date; provided, however, that in no
event shall such damages, in the aggregate, exceed ten percent (10%) of the
total purchase price of the Registrable Securities purchased by such Purchaser
pursuant to the Securities Purchase Agreement. Such payments shall be due
within 5 days after the relevant date. 


                    2.3
Registration Procedures. When the Company, pursuant to the provisions of
this Agreement, uses its reasonable best efforts to effect or cause the
registration of any Registrable Securities under the Securities Act as provided
in this Agreement, the Company shall, as expeditiously as possible:


                    (a)
prepare and file with the Commission a Registration Statement on Form S-3, to
the extent permitted, or, if not permitted, on such other available form for
the disposition of Registrable Securities in accordance with the intended
method of disposition thereof (provided such intended method of distribution
shall not include an underwritten public offering), which form shall be
available for the sale of the Registrable Securities by the selling Purchasers
thereof and such Registration Statement shall comply as to form in all material
respects with the requirements of the applicable form and include all financial
statements required by the Commission to be filed therewith, and the Company
shall use its reasonable best efforts to cause such Registration Statement to
become and remain effective (provided, however, that before filing a
Registration Statement or prospectus or any amendments or supplements thereto,
or 


3






comparable
statements under securities or blue sky laws of any jurisdiction, the Company
will furnish to one counsel designated by the holders of a majority of the
Registrable Securities (the “Designated Counsel”) participating in the
planned offering, copies of all such documents proposed to be filed (including
all exhibits thereto but excluding Annual Reports on Form 10-K, Quarterly
Reports on Form 10-Q and Current Reports on Form 8-K and any similar or
successor reports), which documents will be subject to the reasonable review
and reasonable comment of such counsel;


                    (b)
prepare and file with the Commission such amendments and supplements to such
Registration Statement and the prospectus used in connection therewith as may
be necessary to keep such Registration Statement effective for such period as
any seller of Registrable Securities pursuant to such Registration Statement
shall reasonably request and to comply with the provisions of the Securities
Act with respect to the sale or other disposition of all Registrable Securities
covered by such Registration Statement in accordance with the intended methods
of disposition (provided such intended method of distribution shall not include
an underwritten public offering) by the seller or sellers thereof as set forth
in such Registration Statement;


                    (c)
furnish, without charge and upon request, to each seller of such Registrable
Securities covered by such Registration Statement such number of copies of such
Registration Statement, each amendment and supplement thereto (in each case
including all exhibits), and the prospectus included in such registration
statement (including each preliminary prospectus) in conformity with the
requirements of the Securities Act, and other documents, as such seller may
reasonably request in order to facilitate the public sale or other disposition
of the Registrable Securities owned by such seller (the Company hereby
consenting to the use in accordance with all applicable law of each such
Registration Statement (or amendment or post-effective amendment thereto) and
each such prospectus (or preliminary prospectus or supplement thereto) by each
such seller of Registrable Securities in connection with the offering and sale
of the Registrable Securities covered by such Registration Statement or
prospectus;


                    (d)
use its reasonable best efforts to register and qualify, unless an exemption
from registration and qualification applies, the resale by Purchasers of the
Registrable Securities covered by such Registration Statement under such other
applicable securities or “blue sky” laws of all applicable jurisdictions in the
United States, and do any and all other acts and things which may be reasonably
necessary or advisable to enable such sellers or underwriter, if any, to
consummate the disposition of the Registrable Securities in such jurisdictions,
except that in no event shall the Company be required to qualify to do business
as a foreign corporation in any jurisdiction where it would not, but for the
requirements of this paragraph (d), be required to be so qualified, to subject
itself to taxation in any such jurisdiction or to consent to general service of
process in any such jurisdiction;


                    (e)
promptly notify each Purchaser selling Registrable Securities covered by such
Registration Statement: (i) when the Registration Statement, any pre-effective
amendment, the prospectus or any prospectus supplement related thereto or
post-effective amendment to the Registration Statement has been filed and, with
respect to the Registration Statement or any post-effective amendment, when the
same has become effective; (ii) of any request by the Commission or state
securities authority for amendments or supplements to the Registration 


4






Statement or
the prospectus related thereto or for additional information; (iii) of the
issuance by the Commission of any stop order suspending the effectiveness of
the Registration Statement or the initiation of any proceedings for that
purpose; (iv) of the receipt by the Company of any notification with respect to
the suspension of the qualification of any Registrable Securities for sale
under the securities or blue sky laws of any jurisdiction or the initiation of
any proceeding for such purpose; and (v) of the existence of any fact of which
the Company becomes aware which results in the Registration Statement, the
prospectus related thereto or any document incorporated therein by reference
containing an untrue statement of a material fact or omitting to state a
material fact required to be stated therein or necessary to make any statement
therein not misleading (provided that in no event shall such notification
contain any material, non-public information); and, subject to Section 2.3 (m),
if the notification relates to an event described in clause (v), the Company
shall promptly prepare and furnish to each such seller a reasonable number of
copies of a prospectus supplemented or amended so that, as thereafter delivered
to the Purchasers of such Registrable Securities, such prospectus shall not
include an 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
the light of the circumstances under which they were made not misleading;


                    (f)
make generally available to its security holders as soon as practical, but not
later than ninety (90) days after the close of the period covered thereby, an
earnings statement (in form complying with, and in the manner provided by, the
provisions of Rule 158 under the Securities Act) covering a twelve-month period
beginning not later than the first day of the Company’s fiscal quarter next
following the effective date of a Registration Statement;


                    (g)
use its reasonable best efforts to cause all such Registrable Securities
covered by such registration statement to be listed on the principal securities
exchange on which similar securities 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) if no similar securities are then so listed,
use reasonable best efforts to cause all such Registrable Securities to be, at
the Company’s option, listed on a national securities exchange or, as a NASDAQ
security within the meaning of Rule 11Aa2-1 promulgated by the Commission
pursuant to the Exchange Act or, failing that, secure NASDAQ authorization for
such shares and without limiting the generality of the foregoing, take all
actions that may be required by the Company as the issuer of such Registrable
Securities in order to facilitate the registration of at least two market
makers as such with respect to such shares with the National Association of
Securities Dealers, Inc. (the “NASD”);


                    (h)
at the reasonable request of any Purchaser, the Company shall furnish to such
Purchaser, not later than the next business day following the date of the
effectiveness of the Registration Statement, an opinion from the Company’s
General Counsel in customary form covering such matters as are customarily
covered by such opinions, addressed to such Purchaser;


                    (i)
deliver to the Designated Counsel copies of all correspondence between the
Commission and the Company, its counsel or auditors or with the Commission or
its staff with respect to the Registration Statement, other than those portions
of any such correspondence and memoranda which contain information subject to
attorney-client privilege with respect to the Company, and, upon receipt of
such confidentiality agreements as the Company may reasonably 


5






request, make
reasonably available for inspection by (i) any seller of such Registrable
Securities covered by such registration statement, (ii) the Designated Counsel
and (iii) one firm of accountants or other agents designated by the majority of
the Purchasers whose Registrable Securities are included in the registration
statement, all pertinent financial and other records, pertinent corporate
documents and properties of the Company, and cause all of the Company’s
officers, directors and employees to supply all information reasonably
requested by any such persons or entities, in connection with such Registration
Statement;


                    (j)
use its reasonable best efforts to obtain the withdrawal of any order
suspending the effectiveness of the registration statement;


                    (k)
cooperate with the selling Purchasers of Registrable Securities to facilitate
the timely preparation and delivery of certificates representing the
Registrable Securities to be sold, and cause such Registrable Securities to be
issued in such denominations and registered in such names in accordance with
the instructions of the selling Purchasers of Registrable Securities, at least
three business days prior to any sale of Registrable Securities; 


                    (l)
take all such other commercially reasonable actions as the Company deems
necessary or advisable in order to expedite or facilitate the disposition of
such Registrable Securities in accordance with this Agreement; and


                    (m) notwithstanding anything to the contrary
herein, at any time after the Registration Statement has been declared
effective by the Commission, the Company may delay the disclosure of material
non-public information concerning the Company the disclosure of which at the
time is not, in the good faith opinion of the Board of Directors of the Company
and its counsel, in the best interest of the Company and, based upon the advice
of counsel to the Company, otherwise required (a “Grace Period”);
provided, that the Company shall promptly (i) notify the Purchasers in writing
of the existence of material non-public information giving rise to a Grace
Period (provided that in each notice the Company will not disclose the content
of such material non-public information to any Purchaser without such
Purchaser’s written consent) and the date on which the Grace Period will begin,
and (ii) notify each Purchaser in writing of the date on which the Grace Period
ends; and, provided further, that no Grace Period shall exceed fifteen (15)
consecutive days and during any three hundred sixty five (365) day period such
Grace Periods shall not exceed an aggregate of sixty (60) days and the first
day of any Grace Period must be at least five (5) trading days after the last
day of any prior Grace Period (each, an “Allowable Grace Period”). For
purposes of determining the length of a Grace Period above, the Grace Period
shall begin on and include the date the Purchasers receive the notice referred
to in clause (i) and shall end on and include the later of the date the
Purchasers receive the notice referred to in clause (ii), the last day on which
such Grace Period will be on Allowable Grace Period and (iii) the date referred
to in such notice. The provisions of the last clause of Section 2.3 (e) hereof
shall not be applicable during the period of any Allowable Grace Period. Upon
expiration of the Grace Period, the Company shall again be bound by the last
clause of Section 2.3 (e) with respect to the information giving rise thereto
unless such material non-public information is no longer applicable. 


                    It
shall be a condition precedent to the Company’s obligations under this Section
2 that each seller of Registrable Securities as to which any registration is
being effected furnish 


6






the Company
(in a timely manner, but in any event within five (5) calendar days of written
request by the Company) such information regarding such seller, the Registrable
Securities held by it and the intended method of distribution of such
securities as the Company may from time to time reasonably request, provided
that such information shall be used only in connection with such registration.
For the avoidance of doubt, the Company shall not be liable for liquidated damages
pursuant to Section 2 hereof to a Purchaser to the extent that the failure to
meet the Filing Deadline or the Effectiveness Deadline relates to the failure
of such Purchaser of Registrable Securities to provide, in a timely manner,
information reasonably requested in writing by the Company.


                    Each
Purchaser, by such Purchaser’s acceptance of the Registrable Securities, agrees
to cooperate with the Company as reasonably requested by the Company in
connection with the preparation and filing of any Registration Statement
hereunder unless such Purchaser has notified the Company in writing of such
Purchaser’s election to exclude all of such Purchaser’s Registrable Securities
from such Registration Statement.


                    Each
Purchaser of Registrable Securities agrees that upon receipt of any notice from
the Company of the happening of any event of the kind described in clause (v)
of paragraph (e) of this Section 2.3, such Purchaser will immediately
discontinue such Purchaser’s disposition of Registrable Securities pursuant to
the registration statement covering such Registrable Securities until such
Purchaser’s receipt of the copies of the supplemented or amended prospectus
contemplated by paragraph (e) of this Section 2.3 and if so directed by the Company
will deliver to the Company (at the Company’s expense) all copies, other than
permanent file copies, then in such Purchaser’s possession of the prospectus
covering such Registrable Securities that was in effect at the time of receipt
of such notice. 


                    2.4
Registration Expenses. The Company shall, whether or not any
registration pursuant to this Agreement becomes effective, pay all reasonable
and customary expenses incident to the Company’s performance of or compliance
with this Article 2, including (i) Commission, stock exchange or NASD
registration and filing fees and all listing fees and fees with respect to the
inclusion of securities in NASDAQ, (ii) fees and expenses of compliance with
state securities or “blue sky” laws and in connection with the preparation of a
“blue sky” survey, including without limitation, reasonable fees and expenses
of blue sky counsel, (iii) printing expenses, (iv) messenger and delivery
expenses, (v) internal expenses (including, without limitation, all salaries and
expenses of the Company’s officers and employees performing legal and
accounting duties), (vi) fees and disbursements of counsel for the Company, and
(vii) fees and expenses of other persons, including special experts, retained
by the Company. Notwithstanding the foregoing, (A) the provisions of this
Section 2.4 shall be deemed amended to the extent necessary to cause these
expense provisions to comply with “blue sky” laws of each state in which the
offering is made and (B) in connection with any registration hereunder, each
Purchaser of Registrable Securities being registered shall pay all underwriting
discounts and commissions and transfer taxes, if any, attributable to such
Registrable Securities.


                    2.5
Indemnification and Contribution.


                    (a) In the
event of any registration of any of the Registrable Securities under the
Securities Act pursuant to this Agreement, to the extent permitted by law, the
Company will


7







indemnify and hold harmless the seller of
such Registrable Securities, and each other person, if any, who controls such
seller or underwriter within the meaning of the Securities Act or the Exchange
Act (each, a “Seller Indemnified Party”) against any losses, claims,
damages or liabilities, joint or several, to which such Seller Indemnified
Party may become subject under the Securities Act, the Exchange Act, state
securities or Blue Sky laws or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon (i) any untrue statement or alleged untrue statement
of a material fact in a 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
any preliminary prospectus if used prior to the effective date of such
Registration Statement, or 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 the light of the
circumstances under which the statements therein were made, not misleading,
(iii) any violation or alleged violation by the Company of the 1933 Act, the
1934 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 a Registration Statement or (iv) any
material violation of this Agreement; and the Company will reimburse such Seller Indemnified Party for
any legal or other expenses (in each case, to the extent such expenses are
documented and reasonable) incurred by such Seller Indemnified Party in
connection with investigating or defending any such loss, claim, damage,
liability or action; provided, however, that the foregoing indemnification
and reimbursement (i) shall not apply to the extent that any such loss, claim,
damage or liability arises out of or is based upon any untrue statement or
omission made in such Registration Statement, preliminary prospectus, final
prospectus or in any filing made in connection with the securities or blue sky
laws of any jurisdiction, or any such amendment or supplement thereto, in each
case, in reliance upon and in conformity with information furnished to the
Company, in writing, by or on behalf of such Seller Indemnified Party
specifically for use in the preparation thereof; (ii) with respect to
any preliminary prospectus, shall not inure to the benefit of any such person
from whom the person asserting any such loss, claim, damage or liability 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 preliminary prospectus was corrected in the
prospectus, as then amended or supplemented, and the Seller Indemnified Party
was promptly advised in writing not to use the incorrect prospectus prior to
the use giving rise to a violation and such Seller Indemnified Party,
notwithstanding such advice, used it or failed to deliver the correct
prospectus as required by the Securities Act; and (iii) shall not apply to
amounts paid in settlement of any loss, claim, damage or liability if such
settlement is effected without the prior written consent of the Company.


                    (b)
In the
event of any registration of any of the Registrable Securities under the
Securities Act pursuant to this Agreement, each seller of Registrable
Securities, severally and not jointly, will indemnify and hold harmless the
Company, each of its directors and officers and each person, if any, who
controls the Company within the meaning of the Securities Act or the Exchange
Act (each, a “Company Indemnified Party”), against any losses, claims,
damages or liabilities, joint or several, to which such Company Indemnified
Party may become subject under


8






the Securities Act, Exchange Act, state
securities or Blue Sky laws or otherwise, insofar as such losses, claims,
damages or liabilities (or actions in respect thereof) arise out of or are
based upon any untrue statement or alleged untrue statement of a material fact
contained in any Registration Statement under which such Registrable Securities
were registered under the Securities Act, any preliminary prospectus, final
prospectus or summary prospectus contained in the Registration Statement, or
any amendment or supplement to the Registration Statement, or arise out of or
are based upon any omission or alleged omission to state a material fact
required to be stated therein or necessary to make the statements therein not
misleading, if, but only if, the statement or omission was made in reliance
upon and in conformity with information relating to such seller furnished in
writing to the Company by or on behalf of such seller specifically for use in
connection with the preparation of such Registration Statement, preliminary
prospectus, final prospectus, or in any filing made in connection with the
securities or blue sky laws of any jurisdiction or any amendment or supplement
thereto and such seller of Registrable Securities shall reimburse
the Company for any legal or other expenses (in each case, to the extent such
expenses are documented and reasonable) incurred by such Company Indemnified
Party in connection with investigating or defending any such loss, claim, damage,
liability or action; provided,
however, that the obligations of each Purchaser hereunder shall be
limited to an amount equal to the net proceeds to such Purchaser of Registrable
Securities sold in connection with such registration.


                    (c)
Each
party entitled to indemnification under this Section 2.5 (the “Indemnified
Party”) shall give notice to the party required to provide indemnification
(the “Indemnifying Party”) promptly after such Indemnified Party has
actual knowledge of any claim as to which indemnity may be sought, and shall
permit the Indemnifying Party to assume the defense of any such claim or any
litigation resulting therefrom; provided, that counsel for the
Indemnifying Party, who shall conduct the defense of such claim or litigation,
shall be approved by the Indemnified Party (whose approval shall not be
unreasonably withheld); and, provided further, that the failure
of any Indemnified Party to give notice as provided herein shall not relieve
the Indemnifying Party of its obligations under this Section 2.5 except to the
extent, if any, that the Indemnifying Party shall have been actually and
materially prejudiced as a result of such failure (except that the Indemnifying
Party shall not be liable for any expenses incurred during the period in which
the Indemnified Party failed to give such notice). The Indemnified Party may
participate in such defense at such party’s expense; provided, however,
that the Indemnifying Party shall pay such expense if representation of such
Indemnified Party by the counsel retained by the Indemnifying Party would be
inappropriate due to actual or potential differing interests between the
Indemnified Party and any other party represented by such counsel in such
proceeding. No Indemnifying Party, in the defense of any such claim or
litigation shall, except with the consent of each Indemnified Party, consent to
entry of any judgment or enter into any settlement which does not include as an
unconditional term thereof the giving by the claimant or plaintiff to such
Indemnified Party of a release from all liability in respect of such claim or
litigation, and no Indemnified Party shall consent to entry of any judgment or
settle such claim or litigation without the prior written consent of the
Indemnifying Party.


                    (d)
In order
to provide for just and equitable contribution to joint liability under the
Securities Act in any case in which either (i) any holder of Registrable
Securities exercising rights under this Agreement, or any controlling person of
any such holder, makes a


9






claim for indemnification pursuant to this
Section 2.5 but it is judicially determined (by the entry of a final judgment
or decree by a court of competent jurisdiction and the expiration of time to
appeal or the denial of the last right of appeal) that such indemnification may
not be enforced in such case notwithstanding the fact that this Section 2.5
provides for indemnification in such case, or (ii) contribution under the
Securities Act may be required on the part of any such selling holder or any
such controlling person in circumstances for which indemnification is provided
under this Section 2.5; then, in each such case, the Company and such Purchaser
will contribute to the aggregate losses, claims, damages or liabilities to which
they may be subject (after contribution from others) in such proportions so
that such holder is responsible for the portion represented by the percentage
that the public offering price of its Registrable Securities offered by the
Registration Statement bears to the public offering price of all securities
offered by such Registration Statement, and the Company is responsible for the
remaining portion; provided, however, that, in any such case,
(A) no such holder will be required to contribute any amount in excess of
the proceeds to it of all Registrable Securities sold by it pursuant to such
Registration Statement, and (B) no person or entity guilty of fraudulent
misrepresentation, within the meaning of Section 11(f) of the Securities
Act, shall be entitled to contribution from any person or entity who is not
guilty of such fraudulent misrepresentation.


                    3.
General.


                    3.1
Rule 144. The Company covenants that it will timely file the reports
required to be filed by it under the Securities Act or the Exchange Act
(including, but not limited to, the reports under Sections 13 and 15(d) of the
Exchange Act referred to in subparagraph (c)(1) of Rule 144 under the
Securities Act), and will take such further action as any Purchaser of
Registrable Securities may reasonably request, all to the extent required from
time to time to enable such Purchaser to sell Registrable Securities without
registration under the Securities Act within the limitation of the exemptions
provided by (i) Rule 144 under the Securities Act, as such Rule may be amended
from time to time, or (ii) any similar rule or regulation hereafter adopted by
the Commission. Upon the request of any Purchaser of Registrable Securities (so
long as such Purchaser owns such Registrable Securities), the Company will
deliver to such Purchaser a written statement as to whether it has complied
with such requirements.


                    3.2
Notices and Other Communications. All notices, requests, demands and
other communications made in connection with this Agreement shall be in writing
and shall be deemed to have been duly given (a) on the date of delivery, if
personally delivered to the persons identified below, (b) on the date of
receipt if sent by facsimile, or (c) one business day after delivered to a
nationally recognized overnight courier service marked for overnight delivery,
in each case addressed to the Purchasers at their respective addresses set
forth on the stock records of the Company, and to the Company at:


	
 

	
 


	
 

	
Viewpoint
 Corporation


	
 

	
498 Seventh
 Avenue, Suite 1810


	
 

	
New York,
 New York 10018


	
 

	
Attention:
 General Counsel


	
 

	
Telephone:
 (212) 201-0800


	
 

	
Facsimile:
 (212) 201-0846





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or to such
other address as any party may, from time to time, designate in a written
notice given in a like manner, with a copy to:


	
 

	
 

	
 


	
 

	
Schulte Roth
 & Zabel LLP


	
 

	
919 Third
 Avenue


	
 

	
New York,
 New York 10022


	
 

	
Telephone:

	
(212)
 756-2000


	
 

	
Facsimile:

	
(212)
 593-5955


	
 

	
Attention:

	
Eleazer
 Klein, Esq.





                    3.3
Amendments. This Agreement may be amended only by written instruments
signed by the Company and a majority in interest of the Purchasers. No waiver
of any right or remedy provided for in this Agreement shall be effective unless
it is set forth in writing signed by a majority in interest of the Purchasers.
No waiver of any right or remedy granted in one instance shall be deemed to be
a continuing waiver under the same or similar circumstances thereafter arising.


                    3.4
Miscellaneous.


                    (a)
This Agreement shall be binding upon and inure to the benefit of and be
enforceable by the parties hereto and the respective successors and assigns of
the parties hereto, whether so expressed or not. This Agreement and the rights
of the parties hereunder may be assigned by any of the parties hereto to any
transferee of Registrable Securities if: (i) each Purchaser agrees in
writing with the transferee or assignee to assign such rights, and a copy of
such agreement is furnished to the Company within a reasonable time after such
assignment; (ii) the Company is, within a reasonable time after such
transfer or assignment, furnished with written notice of (a) the name and
address of such transferee or assignee, and (b) the securities with respect to
which such registration rights are being transferred or assigned; (iii)
immediately following such transfer or assignment the further disposition of
such securities by the transferee or assignee is restricted under the
Securities Act and applicable state securities laws; (iv) at or before the time
the Company receives the written notice contemplated by clause (ii) of this
sentence the transferee or assignee agrees in writing with the Company to be
bound by all of the provisions contained herein; and (v) such transfer shall
have been made in accordance with the applicable requirements of the Securities
Purchase Agreement.


                    (b)
If any term, provision, covenant or restriction of this Agreement or any
exhibit hereto 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 and such exhibits shall remain in full force and
effect and shall in no way be affected, impaired or invalidated. It is hereby
stipulated and declared to be the intention of the parties that they would have
executed the remaining terms, provisions, covenants and recitations without
including any of such which may be hereafter declared invalid, void or
unenforceable.


                    (c)
This Agreement may be executed in one or more counterparts, all of which shall
be considered one and the same agreement, and shall become effective when one
or


11






more of the
counterparts have been signed by each party and delivered to the other parties,
it being understood that all parties need not sign the same counterpart. Delivery by facsimile of an executed counterpart
of any signature page to this Agreement to be executed hereunder shall have the
same effectiveness as delivery of a manually executed counterpart thereof.


                    (d)
This Agreement shall be governed by and construed and enforced in accordance
with the laws of the State of New York, without giving effect to conflict of
laws principles that would require the application of the laws of another
jurisdiction. The parties hereto agree to submit to the jurisdiction of the
federal or state courts located in the City of New York in any action or
proceeding arising out of or relating to this Agreement.


                    (e)
Except as set forth in Sections 2.5(a) and (b), 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.


[The remainder of this page intentionally
left blank]


12






SIGNATURES


          IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed
by their respective authorized signatories as of the date first indicated above.


	
 

	
 

	
 


	
 

	
THE COMPANY:


	
 

	
 

	
 


	
 

	
VIEWPOINT
 CORPORATION


	
 

	
 

	
 


	
 

	
By:

	
Christopher
 C. Duignan


	
 

	
 

	



	
 

	
 

	
Name:
 Christopher C. Duignan


	
 

	
 

	
Title: CFO 





13







SIGNATURES


          IN
WITNESS WHEREOF, the undersigned have caused this Agreement to be duly executed
by their respective authorized signatories as of the date first indicated
above.


Name of
Purchaser: 

Signature
of Authorized Signatory of Purchaser: 

Name of Authorized Signatory: 

Title of Authorized Signatory: 

Email Address of Purchaser: 


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