Form of Amendment No. 1 to Registration Rights Agreement



 Exhibit 4.1 
 FORM OF AMENDMENT NO. 1 TO REGISTRATION RIGHTS AGREEMENT 
 This AMENDMENT NO. 1 TO REGISTRATION
RIGHTS AGREEMENT (this “Amendment”) dated as of [    ], 2009, by and among Stream Global Services, Inc., a Delaware corporation (the “Company”), Ares Corporate Opportunities Fund II, L.P., a Delaware limited
partnership (“Purchaser”), and the other signatories hereto. Capitalized terms used herein and not otherwise defined shall have the meaning ascribed to them in the Registration Rights Agreement. 
 W I T N E S S E T H: 
 WHEREAS, the
Company, the Purchaser and the Founders are parties to that registration rights agreement dated as of August 7, 2008 (the “Registration Rights Agreement”); 
 WHEREAS, the Company and the Purchaser are parties to that guarantee and reimbursement agreement dated as of March 2, 2009, pursuant to which the Company may issue shares of Series B Preferred Stock (as defined
below) to the Purchaser; and 
 WHEREAS, the parties desire to amend certain provisions of the Registration Rights Agreement. 
 NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, (i) the Company and (ii) the
Holders of at least two-thirds of the outstanding Registrable Securities, as required to amend the Registration Rights Agreement pursuant to Section 9(b) thereof, do hereby agree as follows: 
 1. The following definition is added to the Registration Rights Agreement immediately following the definition of “SEC”: 
 “Series B Preferred Stock” means the Series B Convertible Preferred Stock, par value $0.001 per share, of the Company.

 2. The definition of “Registrable Securities” is amended and restated in its entirety as follows: 
 “Registrable Securities” means (a) any Common Stock issued or issuable upon conversion of the Preferred Stock or the Series
B Preferred Stock and the Warrant Shares, and (b) the Founders’ Shares, together with any securities issued or issuable upon any stock split, dividend or other distribution, recapitalization or similar event with respect to the foregoing;
provided that such shares will cease to be “Registrable Securities” (i) when they have been sold to or through a broker, dealer or underwriter in a distribution to the public or otherwise on or through the facilities of the
national securities exchange, national securities association or automated quotation system on which the Company’s capital stock is listed, (ii) when a registration statement with respect to the sale of such shares has become effective
under the Securities Act and such shares have been disposed 







 of in accordance with such registration statement, or (iii) at such time as the Holder of
Registrable Securities is entitled to sell all of its Registrable Securities under Rule 144 of the Securities Act without any volume, manner of sale or other restrictions; and provided further that, for purposes of Section 2(b), any
Registrable Securities that are registered under Section 2(a) shall not be deemed to be Registrable Securities. 
 3.
Miscellaneous. 
 (a) Effect of Amendment. Except as specifically amended hereby, the Registration Rights
Agreement is in all respects acknowledged, ratified and confirmed. All of the terms, conditions and provisions of the Registration Rights Agreement as hereby amended shall be and remain in full force and effect. 
 (b) Execution. This Amendment may be executed in two or more counterparts, all of which when taken together shall be considered
one and the same agreement, it being understood that the parties need not sign the same counterpart. In the event that any signature is delivered by facsimile or electronic transmission, such signature shall create a valid and binding obligation of
the party executing (or on whose behalf such signature is executed) the same with the same force and effect as if such facsimile or electronically transmitted signature page were an original thereof. 
 (c) Severability. If any provision of this Amendment is held to be invalid or unenforceable in any respect, the validity and
enforceability of the remaining terms and provisions of this Amendment shall not in any way be affected or impaired thereby. 
  

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 IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on the day and year
first above written. 
  

			
	 STREAM GLOBAL SERVICES, INC.
  

		
	By:	 	 
		 	 Name:
 Title:



  

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	ARES CORPORATE OPPORTUNITIES FUND II, L.P.
				
		 	By:	 		 	ACOF OPERATING MANAGER II, L.P.,
Its Manager
				
		 		 	By:	 	 
		 		 		 	 Name:
 Title:



  

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	By:	 	 
		 	Trillium Capital LLC
	
	 Address:
 Trillium Capital
LLC
 c/o Stream Global Services, Inc.
 20 William Street, Suite
310,
 Wellesley, MA 02481

		
	By:	 	 
		 	M. Benjamin Howe
	
	 Address:
 M. Benjamin Howe

c/o Stream Global Services, Inc.
 20 William Street, Suite 310,

Wellesley, MA 02481

		
	By:	 	 
		 	Kevin T. O’Leary
	
	 Address:
 Kevin T.
O’Leary
 c/o Stream Global Services, Inc.
 20 William
Street, Suite 310,
 Wellesley, MA 02481



  

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	By:	 	 
		 	Stephen D. R. Moore
	
	 Address:
 Stephen D. R. Moore
 c/o Stream Global Services, Inc.
 20 William Street, Suite 310,
 Wellesley, MA 02481

		
	By:	 	 
		 	Paul G. Joubert
	
	 Address:
 Paul G. Joubert
 c/o Stream Global Services, Inc.
 20 William Street, Suite 310,
 Wellesley, MA 02481

		
	By:	 	 
		 	Lloyd R. Linnell
	
	 Address:
 Lloyd R. Linnell
 c/o Stream Global Services, Inc.
 20 William Street, Suite 310,
 Wellesley, MA 02481



  

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	By:	 	 
		 	Sheila M. Flaherty
	
	 Address:
 Sheila M. Flaherty
 c/o Stream Global Services, Inc.
 20 William Street, Suite 310,
 Wellesley, MA 02481

		
	By:	 	 
		 	Robert Wadsworth
	
	 Address:
 Robert Wadsworth
 c/o Stream Global Services, Inc.
 20 William Street, Suite 310,
 Wellesley, MA 02481

		
	By:	 	 
		 	Charles F. Kane
	
	 Address:
 Charles F. Kane
 c/o Stream Global Services, Inc.
 20 William Street, Suite 310,
 Wellesley, MA 02481



  

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	By:	 	 
		 	G. Drew Conway
	
	 Address:
 G. Drew Conway
 c/o Stream Global Services, Inc.
 20 William Street, Suite 310,
 Wellesley, MA 02481

		
	By:	 	 
		 	Deborah Keeman
	
	 Address:
 Deborah Keeman
 c/o Stream Global Services, Inc.
 20 William Street, Suite 310,
 Wellesley, MA 02481



  

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