Form of Fourth Amendment to Registration Rights Agreement



 Exhibit 10.1 
  
 FOURTH AMENDMENT TO REGISTRATION RIGHTS AGREEMENT 
  
 This Agreement (the “Fourth Amendment”) is entered into between Flow International Corporation (the
“Company”) and the undersigned as of January 31, 2006. It further amends the Registration Rights Agreement (the “Agreement”) made and entered into as of February 21, 2005, by and among the
Company and the investors signatory thereto (each an “Investor” and collectively, the “Investors”) as amended as of September 13, 2005 (“First Amendment”),
October 12, 2005 (“Second Amendment”) and December 31, 2005 (“Third Amendment”). Capitalized terms not specifically defined herein shall have the same meaning as in the Agreement. For good and adequate
consideration, receipt of which is hereby acknowledged, the undersigned agree(s) as follows 
  

	1.	The undersigned is an “Investor.” The Investor continues to hold the Registrable Securities acquired pursuant to the Purchase Agreement. 

  

	2.	The First Amendment amended the term “Effectiveness Date” as used in the Agreement by substituting “210th” for “180th”, the Second Amendment amended the term “Effectiveness Date” by substituting “285th” for “210th” and the Third Amendment amended the term “Effectiveness Date” by
substituting “316th” for “285th.” Pursuant to Section 6(f) of the Agreement, the Agreement as amended by the First, Second and Third Amendments is further amended to read as
follows: 

  
 “Effectiveness
Date” means (a) with respect to the initial Registration Statement required to be filed under Section 2(a), the earlier of: (a)(i) the 354th calendar day following the Closing Date, and (ii) the fifth Trading Day following the date on which the Company is notified by the Commission that the
initial Registration Statement will not be reviewed or is no longer subject to further review and comments, and (b) with respect to any additional Registration Statements that may be required pursuant to Section 2(b), the earlier of
(i) the 354th calendar day following (x) if such Registration Statement is required because the Commission
shall have notified the Company in writing that certain Registrable Securities were not eligible for inclusion on a previously filed Registration Statement, the date or time on which the Commission shall indicate as being the first date or time that
such Registrable Securities may then be included in a Registration Statement, or (y) if such Registration Statement is required for a reason other than as described in (x) above, the date on which the Company first knows, or reasonably
should have known, that such additional Registration Statement(s) is required, and (ii) the fifth Trading Day following the date on which the Company is notified by the Commission that such additional Registration Statement will not be reviewed
or is no longer subject to further review and comments. 
  

	3.	 Except as expressly provided for in this Fourth Amendment, the Agreement as amended by the First, Second and Third Amendments will remain unchanged and in full
force and effect. The term “Agreement”, as used in the Agreement and all other instruments and agreements 











	 	 
executed thereunder, shall for all purposes refer to the Agreement as amended by the First, Second and Third Amendments and this Fourth Amendment.



  

	4.	This form of the Fourth Amendment is one of several identical forms of the Fourth Amendment, the others to be executed by other Investors. This Fourth Amendment and the other
identical forms of Fourth Amendment shall become effective when executed forms of Fourth Amendments given by Holders of no less than a majority in interest of the outstanding Registrable Securities shall be delivered to the Company.


  

									
	 Flow International Corporation:
	 	 	 	 
			
	 Its
                                
	 	 	 	 

  

									
	 	 	 	 	 
	Name of Investor	 	 	 	 Number of Registrable Securities Held
 (Equal to number of shares and warrants
 purchased under Purchase
Agreement)

					
	 By:
	 	 	 	 	 	 	 	 
	 Its