EXHIBIT 4.1


UTSTARCOM, INC.


REGISTRATION RIGHTS AGREEMENT


This Registration Rights Agreement (“Agreement”)
is made as of June 30, 2003, by and among UTStarcom, Inc., a Delaware
corporation (“Acquiror”), and the shareholders (other than Acquiror) of
RollingStreams Systems, Ltd., a Cayman Islands company (the “Company”),
acquiring shares of Acquiror common stock (“Acquiror Common Stock”) (the
“Selling Securityholders”) pursuant to and as a result of that Share
Exchange Agreement, dated as of June 30, 2003, by and among the Acquiror,
Company and such shareholders (the “Share Exchange Agreement”), which
terms require that this Agreement, duly executed by Acquiror, be delivered at
the Closing.


1.            
Definitions.  Any capitalized term not otherwise defined herein
shall have the meanings ascribed to such term in the Share Exchange
Agreement.  As used in this Agreement:


(a)   “Exchange Act” shall mean the United
States Securities Exchange Act of 1934, as amended.


(b)   “Holder” means (i) a Selling
Securityholder, or (ii) a transferee to whom registration rights granted
under this Agreement are assigned pursuant to Section 7(a) of this
Agreement.


(c)   The terms “register,” “registered”
and “registration” refer to a registration effected by preparing and
filing a registration statement in compliance with the Securities Act and the
declaration or ordering of the effectiveness of such registration statement.


(d)   “Registration Expenses” shall mean
all expenses incurred in complying with Section 2 of this Agreement, including,
without limitation, all registration, qualification and filing fees, printing
expenses, escrow fees, fees and disbursements of counsel for Acquiror, blue sky
fees and expenses, and the expense of any special audits incident to or
required by any such registration; provided, however,
Registration Expenses shall not include any selling commissions, transfer taxes
or fees and disbursements of any Holder’s counsel (which expenses shall be
borne by the Holder incurring such expense and not by Acquiror).


(e)   “Registrable Securities” means, for
each Holder, (i) the of Acquiror Common Stock issued to such Holder
pursuant to the Share Exchange Agreement (including Earnout Shares) and (ii)
any shares of Common Stock of Acquiror issued as (or issuable upon the
conversion or exercise of any Warrant, rights or other security which is issued
as) a dividend or other distribution with respect to, or in exchange for or in
replacement of, all such shares of Common Stock described in clause (i) of
this subsection (e); provided, however, that such shares of
Acquiror Common Stock shall cease to be Registrable Securities at such time as
(x) they have been registered for resale pursuant to a prospectus included
in an effective registration statement on Form S-3 contemplated pursuant
to Section 2 hereof, which registration statement has been


 

















 


effective
for the period specified in Section 2(b), or (y) all such shares are
otherwise available for resale under Rule 144 of the Securities Act within a
single ninety (90) day period.


(f)    “SEC” means the United States
Securities and Exchange Commission.


(g)   “Securities Act” shall mean the
United States Securities Act of 1933, as amended.


2.     Holder
Registration.


(a)   Acquiror shall use its reasonable efforts
to cause the Registrable Securities held by the Holders to be registered under
the Securities Act so as to permit the resale thereof.  In connection
therewith, Acquiror shall prepare and file with the SEC as soon as reasonably
practicable after the date hereof a registration statement on Form S-3
covering the Registrable Securities; provided, however, if
Acquiror shall furnish to the Holders a certificate signed by an officer of
Acquiror stating that, in the reasonable judgment of Acquiror, it would be
seriously detrimental to Acquiror or the Holders for such registration
statement to be filed, Acquiror’s obligation to use its reasonable efforts to
file a registration statement under this Section 2(a) shall be deferred.
The offerings made pursuant to such registration shall not be underwritten.


(b)  
Acquiror shall (i) use its reasonable efforts to cause such registration
statement to become effective as soon as reasonably practicable after filing
and to keep such registration statement effective until the latest to occur of
(A) the date on which all Registrable Securities included within such
registration statement (which shall include the Earnout Shares) have been sold,
(B) the expiration of one (1) year after the day on which the Earnout
Period expires, or (C) such time as all Registrable Securities may be sold
without volume limitations pursuant to Rule 144(k) of the Securities Act;
(ii) prepare and file with the SEC such amendments to such registration
statement and amendments or supplements to the prospectus used in connection
therewith as may be reasonably necessary to comply with the provisions of the
Securities Act with respect to the sale or other disposition of all securities
registered by such registration statement, (iii) furnish to each Holder
such number of copies of any prospectus (including any amended or supplemented
prospectus) in conformity with the requirements of the Securities Act, and such
other documents, as each Holder may reasonably request in order to effect the
offering and sale of the Registrable Securities to be offered and sold, but
only while Acquiror shall be required under the provisions hereof to cause the
registration statement to remain effective, (iv) use commercially
reasonable efforts to register or qualify the Registrable Securities covered by
such registration statement under the securities or blue sky laws of such
jurisdictions as each Holder shall reasonably request (provided that Acquiror
shall not be required in connection therewith or as a condition thereto to
qualify to do business or to file a general consent to service of process in
any such jurisdiction where it has not been qualified), and do any and all
other acts or things which may be reasonably necessary or advisable to enable
each Holder to consummate the public sale or other disposition of such
Registrable Securities in such jurisdictions, and (v) notify each Holder,
promptly after it shall receive notice thereof, of the date and time the
registration statement and each post-effective amendment thereto has become effective
or a supplement to any prospectus forming a part of such registration statement
has been filed.


 


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3.     Suspension
of Prospectus.  Under any registration statement filed pursuant to
Section 2 hereof, Acquiror may restrict the disposition of the Registrable
Securities, and the Holders will not be able to dispose of such Registrable
Securities, if Acquiror shall have notified the Holders that a delay in the
disposition of such Registrable Securities is necessary because Acquiror, in
its reasonable judgment, has determined that such sales would require public
disclosure by Acquiror of material nonpublic information that is not included
in such registration statement.  In the event of such notification by
Acquiror, Acquiror shall use its reasonable efforts to amend such registration
statement and/or amend or supplement the related prospectus if necessary and to
take all other actions reasonably necessary to allow the proposed sale to take
place as promptly as possible, subject, however, to the right of Acquiror to
delay further sales of Registrable Securities until the conditions or
circumstances referred to in the notice have ceased to exist or have been
disclosed. Any such delay shall result in a corresponding extension of the
period of time that Acquiror is required to maintain the effectiveness of the
registration statement under Section 2.  Any suspension of sales
pursuant to this Section 3 shall be held in strictest confidence and not be
disclosed by the Holders.


4.     Indemnification.


(a)  
Acquiror will indemnify and hold harmless each Holder, each of such Holder’s
officers and directors and partners and members, and each person controlling
such Holder within the meaning of Section 15 of the Securities Act, with
respect to which registration, qualification or compliance has been effected
pursuant to this Agreement against all expenses, claims, losses, damages or
liabilities (or actions in respect thereof), including any of the foregoing
incurred in settlement of any litigation, commenced or threatened, arising out
of or based on any untrue statement (or alleged untrue statement) of a material
fact contained in any registration statement, prospectus, offering circular or
other document, or any amendment or supplement thereto, incident to any such
registration, qualification or compliance, or based on any omission (or alleged
omission) to state therein 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, or any violation by Acquiror of any
federal securities law, or of any rule or regulation promulgated thereunder,
applicable to Acquiror or any state securities law applicable to Acquiror in connection
with any such registration, qualification or compliance, and Acquiror will
reimburse, each Holder, each of its officers and directors and partners and
members, and each person controlling such Holder, for any reasonable legal and
other expenses incurred in connection with investigating, preparing or
defending any such claim, loss, damage, liability or action; provided, however,
that to the extent that indemnification would be unavailable for such 
matters as provided below, such Holder agrees to repay Acquiror any amount
previously paid by Acquiror to such Holder as reimbursement for any such
expenses; provided, further, that Acquiror will not be liable in
any such case to the extent that any such claim, loss, damage, liability or
expense arises out of or is based on any untrue statement or omission or
alleged untrue statement or omission, made in reliance upon and in conformity
with written information furnished to Acquiror by a Holder; and provided,
further, that Acquiror will not be liable to any such person or entity
with respect to any such untrue statement or omission or alleged untrue
statement or omission made in any preliminary prospectus that is corrected in
the final prospectus filed with the SEC pursuant to Rule 424(b) promulgated
under the Securities Act (or any amendment or supplement to such prospectus) if
the person asserting any such loss, claim, damage or liability purchased
securities but was not sent or given a copy of the prospectus (as


 


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amended
or supplemented) at or prior to the written confirmation of the sale of such
securities to such person in any case where such delivery of the prospectus (as
amended or supplemented) is required by the Securities Act, unless such failure
to deliver the prospectus (as amended or supplemented) was a result of
Acquiror’s failure to provide such prospectus (as amended or supplemented).


(b)   Each Holder participating in the
registration described in Section 2 shall indemnify Acquiror, each of its
directors and officers and each person who controls Acquiror within the meaning
of Section 15 of the Securities Act against all claims, losses, damages and
liabilities (or actions in respect thereof) arising out of or based on any
untrue statement (or alleged untrue statement) of a material fact contained in
any such registration statement, prospectus, offering circular or other
document, or any omission (or alleged omission) to state therein 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, and will
reimburse Acquiror and such directors, officers and partners and members,
persons, or control persons of Acquiror for any reasonable legal or other expenses
incurred in connection with investigating or defending any such claim, loss,
damage, liability or action, in each case to the extent, but only to the
extent, that such untrue statement (or alleged untrue statement) or omission
(or alleged omission) is made in such registration statement, prospectus,
offering circular or other document in reliance upon and in conformity with
written information furnished to Acquiror by such Holder; provided, however,
that the liability of such Holder under this Section 4(b) shall not exceed
the proceeds from the offering received by such Holder, prior to deducting any
commissions, transfer taxes or other selling expenses incurred with respect to
such sale.


(c)   Each party entitled to indemnification
under this Section 4 (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 unreasonably be withheld), and the Indemnified Party may
participate in such defense at such party’s expense, 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 4
unless the failure to give such notice is materially prejudicial to an
Indemnifying Party’s ability to defend such action.  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 to such claim or litigation.  Any Indemnified
Party shall reasonably cooperate with the Indemnifying Party in the defense of
any claim or litigation brought against such Indemnified Party.


(d)  
If the indemnification provided for in this Section 4 is for any reason not
available to an Indemnified Party with respect to any loss, liability, claim,
damage, or expense referred to therein, then the Indemnifying Party, in lieu of
indemnifying such Indemnified Party hereunder, shall contribute to the amount
paid or payable by such Indemnified Party as a result of such loss, liability,
claim, damage or expense in such proportion as is appropriate to reflect the


 


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relative
fault of the Indemnifying Party on the one hand and of the Indemnified Party on
the other in connection with the statements or omissions that resulted in such
loss, liability, claim, damage or expense as well as any other relevant
equitable considerations.  The relative fault of the Indemnifying Party
and of the Indemnified Party shall be determined by reference to, among other
things, whether the untrue or the alleged untrue statement of a material fact
or the omission to state a material fact relates to information supplied by the
Indemnifying Party or by the Indemnified Party and the parties’ relative
intent, knowledge, access to information and opportunity to correct or prevent
such statement or omission.  The liability of any Holder under this
Section 4(d) shall not exceed the proceeds from the offering received by such
Holder, prior to deduction of any commissions, transfer taxes or other selling
expenses incurred with respect to such sale.


5.     Expenses. 
All Registration Expenses incurred in connection with any registration pursuant
to Section 2 shall be borne by Acquiror.


6.     Information
by Holder.  Each Holder shall furnish to Acquiror such information
regarding such Holder, the Registrable Securities held by it, the manner in
which such Holder holds any securities of Acquiror and the distribution
proposed by such Holder as Acquiror may request in writing and as shall be
required in connection with any registration, qualification or compliance
referred to in this Agreement.


7.     Miscellaneous.


(a)   Limitation on Assignment of Registration
Rights.  The rights to cause Acquiror to register Registrable
Securities pursuant to this Agreement may not be assigned by a Holder unless
such a transfer is in an amount not less than 50,000 shares and is (i) by a
Holder which is a partnership to a partner of such partnership or a former
partner of such partnership who leaves such partnership after the date hereof,
or to the estate of any such partner or former partner or the transfer by gift,
will or intestate succession of any partner to his spouse or lineal descendants
or ancestors, (ii) by a Holder to an affiliate of such Holder, or (iii) by a
Holder by gift, will or intestate succession to his or her spouse or lineal
descendants or ancestors or any trust for any of the foregoing.  Prior to
a permitted transfer of registration rights under this Agreement, Holder must
furnish Acquiror with written notice of the name and address of such transferee
and the Registrable Securities with respect to which such registration rights
are being assigned and a copy of a duly executed written instrument in form
reasonably satisfactory to Acquiror by which such transferee assumes all of the
obligations and liabilities of its transferor hereunder and agrees itself to be
bound hereby.  No transfer of registration rights under this Agreement
shall be permitted if immediately following such transfer the disposition of
such Registrable Securities by the transferee is not restricted under the
Securities Act.


(b)  
Third Parties.  Nothing in this Agreement, express or implied, is
intended to confer upon any party, other than the parties to this Agreement,
and 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.


 


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(c)   Governing Law.  This Agreement
shall be construed in accordance with, and governed in all respects by, the
laws of the State of California, regardless of the laws that might otherwise
govern under applicable principles of conflicts of laws thereof.


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


(e)   Severability.  If one or more
provisions of this Agreement are held to be unenforceable under applicable law,
portions of such provisions, or such provisions in their entirety, to the
extent necessary, shall be severed from this Agreement, and the balance of this
Agreement shall be enforceable in accordance with its terms.


(f)    Amendment and Waiver. 
Holders of a majority of the Registrable Securities  from time to time
outstanding (excluding Acquiror) may, with the consent of Acquiror, amend the
registration rights granted hereunder.


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Intentionally Left Blank]


 


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In Witness Whereof, the undersigned has executed this
Registration Rights Agreement as of the date first above written.


	
  ACQUIROR:

  	
  UTSTARCOM,
  INC.

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael J. Sophie

  
	
   

  	
  Name: Michael J. Sophie

  
	
   

  	
  Title: Chief Financial
  Officer

  



 


 


 


 


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Rights Agreement Signature Page


 

















 


	
  SELLING
  SECURITYHOLDERS:

  	
  NIU
  DING

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Niu Ding

  
	
   

  	
   

  
	
   

  	
  QIANG
  LI

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Qiang Li

  
	
   

  	
   

  
	
   

  	
  GREG
  ZHANG

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Greg Zhang

  



 


 


 


 


 


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Rights Agreement Signature Page


 

















 


	
  SELLING
  SECURITYHOLDERS:

  	
  KUO-HUA
  LEE

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Kuo-Hua Lee

  
	
   

  	
   

  
	
   

  	
  XIAO
  BO LI

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Xiao Bo Li

  
	
   

  	
   

  
	
   

  	
  XUEMEI
  LU

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Xuemei Lu

  
	
   

  	
   

  
	
   

  	
  JAMES
  O. NYSATHER

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ James O. Nysather

  



 


 


 


 


 


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Rights Agreement Signature Page


 

















 


	
  SELLING
  SECURITYHOLDERS:

  	
  JINGCHUN
  SUN

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Jingchun Sun

  
	
   

  	
   

  
	
   

  	
  YING
  WANG

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Ying Wang

  
	
   

  	
   

  
	
   

  	
  OLIVER
  X. WANG

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Oliver X. Wang

  
	
   

  	
   

  
	
   

  	
  HAIYANG
  ZHANG

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Haiyang Zhang

  



 


 


 


 


 


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  SELLING
  SECURITYHOLDERS:

  	
  ZHIMIN
  JIAN

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Zhimin Jian

  
	
   

  	
   

  
	
   

  	
  HUA
  KANG

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Hua Kang

  
	
   

  	
   

  
	
   

  	
  LI-CHENG
  TAI

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Li-Cheng Tai

  
	
   

  	
   

  
	
   

  	
  UTSTARCOM,
  INC.

  
	
   

  	
  a Delaware corporation

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Michael J. Sophie

  
	
   

  	
  Name: Michael J. Sophie

  
	
   

  	
  Title: Chief Financial
  Officer

  
	
   

  	
   

  



 


 


 


 


 


 


Registration Rights
Agreement Signature Page