f8ka022009ex10i_cvalves.htm


    Exhibit
10.1

    


    


    


    AMENDMENT
NUMBER 2 TO THE REGISTRATION RIGHTS AGREEMENT

    


    THIS AMENDMENT NUMBER 2 TO THE
REGISTRATION RIGHTS AGREEMENT, dated as of February 20, 2009 (this “Amendment”),
is entered into by and among China Valves Technology, Inc., a Nevada corporation
(the “Company”)
and the purchasers identified on the signature page hereto (the “Purchasers”).  Capitalized
terms used herein but not otherwise defined herein shall have the respective
meanings set forth in the Registration Rights Agreement (as defined
below).

    


    BACKGROUND

     

    The
Company and the Investors (including the Purchasers) are parties to that certain
Registration Rights Agreement, dated as of August 26, 2008 (the “Registration Rights
Agreement”).  The parties to this Amendment wish to amend
certain provisions of the Registration Rights Agreement as set forth in this
Amendment.  Section 6(f) of the Registration Rights Agreement provides
that no provision of the Registration Rights Agreement may be amended, modified
or supplemented, and waivers or consents to departures from the provisions
hereof may not be given, unless the same shall be in writing and signed by the
Company and the Holders of no less than a majority in interest of the then
outstanding Registrable Securities.  This Amendment constitutes a
written agreement signed by the necessary parties in order to effectuate the
amendments to the Registration Rights Agreement specified below.  For
purposes of clarity, each Purchaser signatory hereto is executing this Amendment
on behalf of itself, and not on behalf of any other Investor.

     

    NOW,
THEREFORE, in consideration of the foregoing and the respective covenants and
agreements set forth herein, the parties hereto agree as follows:

     

    


     

    


     

    amendments

     

    Amendment.  The
parties hereto agree that the Registration Rights Agreement shall be amended as
set forth in this Section 1.1.

     

    The definition of "Effectiveness Date" in Section
1 of the Registration Rights Agreement is hereby amended and restated in its
entirety as follows:

     

    
      
         

      

      
        1

        
          

        

      

      
         

      

    

     

    “Effectiveness Date” means (a)
with respect to the initial Registration Statement required to be filed pursuant
to Section 2(a), the earlier of: (i) February 28, 2009,  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; (b) with respect to any
additional Registration Statements required to be filed pursuant to Section
2(a), the earlier of: (i) the 120th day
following the applicable Filing Date for such additional Registration
Statement(s) and (ii) the fifth Trading Day following the date on which the
Company is notified by the Commission that such additional Registration
Statement(s) will not be reviewed or is no longer subject to further review; (c)
with respect to any additional Registration Statements required to be filed
solely due to SEC Restrictions, the earlier of: (i) the 120th day
following the applicable Restriction Termination Date and (ii) the fifth Trading
Day following the date on which the Company is notified by the Commission that
such Registration Statement will not be reviewed or is no longer subject to
further review and comments; (d) with respect to a Registration Statement
required to be filed under Section 2(c), the earlier of: (i) the 90th day
following the date on which the Company becomes eligible to utilize Form S-3 to
register the resale of Common Stock; provided, that, if
the Commission reviews and has written comments to such filed Registration
Statement that would require the filing of a pre-effective amendment thereto
with the Commission, then the Effectiveness Date under this clause (d)(i) shall
be the 120th day
following the date on which the Company becomes eligible to utilize Form S-3 to
register the resale of Common Stock, and (ii) the fifth Trading Day following
the date on which the Company is notified by the Commission that the
Registration Statement will not be reviewed or is no longer subject to further
review and comments; (e) with respect to a Registration Statement required to be
filed under Section 2(d), the earlier of: (i) the 90th day
following the 2008 Delivery Date; provided, that, if
the Commission reviews and has written comments to such filed Registration
Statement that would require the filing of a pre-effective amendment thereto
with the Commission, then the Effectiveness Date under this clause (e)(i) shall
be the 135th day
following the 2008 Delivery Date, and (ii) the fifth Trading Day following the
date on which the Company is notified by the Commission that the Registration
Statement will not be reviewed or is no longer subject to further review and
comments, (f) with respect to a Registration Statement required to be filed
under Section 2(e), the earlier of: (i) the 90th day
following the 2009 Delivery Date; provided, that, if
the Commission reviews and has written comments to such filed Registration
Statement that would require the filing of a pre-effective amendment thereto
with the Commission, then the Effectiveness Date under this clause (f)(i) shall
be the 135th day
following the 2009 Delivery Date, and (ii) the fifth Trading Day following the
date on which the Company is notified by the Commission that the Registration
Statement will not be reviewed or is no longer subject to further review and
comments and (g) with respect to a Registration Statement required to be filed
under Section 2(f), the earlier of: (i) the 90th day
following the 2010 Delivery Date; provided, that, if
the Commission reviews and has written comments to such filed Registration
Statement that would require the filing of a pre-effective amendment thereto
with the Commission, then the Effectiveness Date under this clause (f)(i) shall
be the 135th day
following the 2010 Delivery Date, and (ii) the fifth Trading Day following the
date on which the Company is notified by the Commission that the Registration
Statement will not be reviewed or is no longer subject to further review and
comments.”

     

     

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    Full Force and
Effect.  For the avoidance of doubt, all other provisions of
the Registration Rights Agreement shall remain in full force and
effect.

     

    


    


     

    


     

    MISCELLANEOUS

     

    Governing
Law.  This Amendment shall be governed by and construed in
accordance with the laws of the State of New York.

     

    Entire Agreement.
This Amendment along with the Registration Rights Agreement and the other
Transaction Documents contains the entire understanding of the parties with
respect to the subject matter hereof and supersedes all prior agreements,
understandings, discussions and representations, oral or written, with respect
to such matters, which the parties acknowledge have been merged into this
Amendment.

     

    Counterparts.  This
Amendment may be executed in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.

     

     

    [THE
REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK.]

     

     

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
 

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

     

    CHINA
VALVES TECHNOLOGY, INC.

     

    /s/ Siping
Fang

     

    Name:  Siping
Fang

     

    Title:
Chief Executive Officer

     

     

     

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

    
 

     

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

     

    


     

    NAMES OF PURCHASERS:

    


    THE
PINNACLE FUND, L.P.

    By:
Pinnacle Advisers, L.P., its general partner

    By:
Pinnacle Fund Management, LLC, its general partner

    


    


    /s/ Barry M.
Kitt

    Barry M. Kitt, its sole
member

    


    


    PINNACLE
CHINA FUND, L.P.

    By:
Pinnacle China Advisers, L.P., its general partner

    By:
Pinnacle China Management, LLC, its general partner

    By: Kitt
China Management, LLC, its manager

    


    


    /s/ Barry M.
Kitt

    Barry M. Kitt, its
manager

    


     

    


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