REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • August 29th, 2006 • Fortissimo Acquisition Corp. • Blank checks • New York
THIS REGISTRATION RIGHTS AGREEMENT (this “AGREEMENT”) is entered into as of the ____ day of _______, 2006, by and among Fortissimo Acquisition Corp., a Delaware corporation (the “COMPANY”) and the undersigned parties listed under Investor on the signature page hereto (each, an “INVESTOR” and collectively, the “INVESTORS”).
UNDERWRITING AGREEMENT between FORTISSIMO ACQUISITION CORP. and EARLYBIRDCAPITAL, INC. Dated: _____________________, 2006Underwriting Agreement • January 31st, 2006 • Fortissimo Acquisition Corp. • New York
The undersigned, Fortissimo Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (being referred to herein variously as “you,” “EBC” or the “Representative”) and with the other underwriters named on Schedule I hereto for which EBC is acting as Representative (the Representative and the other Underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:
UNDERWRITING AGREEMENT between FORTISSIMO ACQUISITION CORP. and EARLYBIRDCAPITAL, INC. Dated: _____________________, 2006Underwriting Agreement • August 29th, 2006 • Fortissimo Acquisition Corp. • Blank checks • New York
The undersigned, Fortissimo Acquisition Corp., a Delaware corporation (“Company”), hereby confirms its agreement with EarlyBirdCapital, Inc. (being referred to herein variously as “you” or “EBC” or the “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • August 7th, 2006 • Fortissimo Acquisition Corp. • Blank checks • New York
Agreement made as of _____________, 2006 between Fortissimo Acquisition Corp., a Delaware corporation, with offices at 14 Hamelacha Street, Park Afek, Rosh Ha’ayin 48091, Israel (“Company”), and American Stock Transfer & Trust Company, a New York corporation, with offices at 59 Maiden Lane, New York, New York 10038 (“Warrant Agent”).
THE REGISTERED HOLDER OF THIS PURCHASE OPTION BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE OPTION EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE OPTION AGREES THAT IT WILL NOT SELL,...Purchase Option Agreement • August 7th, 2006 • Fortissimo Acquisition Corp. • Blank checks • New York
THIS PURCHASE OPTION IS NOT EXERCISABLE PRIOR TO THE LATER OF THE CONSUMMATION BY FORTISSIMO ACQUISITION CORP. (“COMPANY”) OF A MERGER, CAPITAL STOCK EXCHANGE, ASSET ACQUISITION OR OTHER SIMILAR BUSINESS COMBINATION (“BUSINESS COMBINATION”)(AS DESCRIBED MORE FULLY IN THE COMPANY’S REGISTRATION STATEMENT (DEFINED HEREIN)) OR _____________, 2007. VOID AFTER 5:00 P.M. NEW YORK CITY LOCAL TIME, ___________, 2011.
INVESTMENT MANAGEMENT TRUST AGREEMENTInvestment Management Trust Agreement • August 29th, 2006 • Fortissimo Acquisition Corp. • Blank checks • Delaware
This Agreement is made as of _____________, 2006 by and between Fortissimo Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company (“Trustee”).
SELECTED DEALERS AGREEMENTSelected Dealers Agreement • January 31st, 2006 • Fortissimo Acquisition Corp. • New York
STOCK ESCROW AGREEMENTStock Escrow Agreement • January 31st, 2006 • Fortissimo Acquisition Corp. • New York
STOCK ESCROW AGREEMENT, dated as of _________, 2006 (“Agreement”), by and among FORTISSIMO ACQUISITION CORP., a Delaware corporation (“Company”), FORTISSIMO CAPITAL FUND GP, L.P., MICHAEL CHILL and YAIR SEROUSSI (collectively “Initial Stockholders”) and AMERICAN STOCK TRANSFER & TRUST COMPANY, a New York corporation (“Escrow Agent”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 15th, 2008 • Fortissimo Acquisition Corp. • Blank checks • New York
This Employment Agreement, dated ______, 2008 is made and entered into by and among PSYOP, Inc., a New York corporation (the “Company”), [Insert Executive’s Name] (the “Executive”), and Fortissimo Acquisition Corp., a Delaware corporation (“Parent”).
LOCK-UP AND TRADING RESTRICTION AGREEMENTLock-Up and Trading Restriction Agreement • January 15th, 2008 • Fortissimo Acquisition Corp. • Blank checks • New York
LOCK-UP AND TRADING RESTRICTION AGREEMENT, dated as of _______, 2008 (the “Agreement”), by and among [___________] (the “Stockholder”), Fortissimo Acquisition Corp., a Delaware corporation (“Parent”) and [_________] (the “Trading Restriction Administrator”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement referred to below.
FORTISSIMO ACQUISITION CORP.Investment Management Trust Agreement • March 26th, 2007 • Fortissimo Acquisition Corp. • Blank checks
Reference is made to that certain Investment Management Trust Agreement (the “Agreement”), dated as of October 11, 2006, between Fortissimo Acquisition Corp. (“Company”) and American Stock Transfer & Trust Company. Section 1(c) is hereby deleted in its entirety and replaced with the following:
Fortissimo Capital Fund GP, L.P.Indemnification Agreement • August 7th, 2006 • Fortissimo Acquisition Corp. • Blank checks
Reference is made to that certain letter agreement, dated January 31, 2006, by and among the undersigned officer and director of Fortissimo Acquisition Corp. (the “Corporation”), the Corporation and EarlyBirdCapital, Inc. (the “Letter Agreement”) pursuant to which the undersigned agreed, in the event of the liquidation of the Trust Fund, to indemnify and hold harmless the Corporation, severally pro rata with the other directors, based on the number of Insider Shares beneficially owned by each such individual, against any and all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) which the Corporation may become subject as a result of any claim by any vendor or other person who is owed money by the Corporation for services rendered or products sold or contracted for, or by any
FORTISSIMO ACQUISITION CORP. Restricted Stock AgreementRestricted Stock Agreement • January 15th, 2008 • Fortissimo Acquisition Corp. • Blank checks • New York
SUBSCRIPTION AGREEMENTSubscription Agreement • January 31st, 2006 • Fortissimo Acquisition Corp.
The undersigned, Fortissimo Capital Fund GP, L.P., hereby subscribes for and agrees to purchase 333,334 units (“Insider Units”), each consisting of one share of common stock and two warrants, each to purchase one share of common stock, of Fortissimo Acquisition Corp. (the “Corporation”), at $6.00 per Insider Unit for an aggregate purchase price of $2,000,004 (the “Purchase Price”). The purchase and issuance of the Insider Units shall occur simultaneously with the consummation of the Corporation’s initial public offering of securities (“IPO”). The Insider Units will be sold to the undersigned on a private placement basis and not as part of the IPO.
AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER AND INTERESTS PURCHASE AGREEMENTAgreement and Plan of Merger and Interest Purchase Agreement • May 13th, 2008 • Fortissimo Acquisition Corp. • Services-advertising • New York
This Amendment (this “Amendment”) is entered into as of May 12, 2008, by and among FORTISSIMO ACQUISITION CORP., a Delaware corporation (“Parent”); FAC ACQUISITION SUB CORP., a New York corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); PSYOP, INC., a New York corporation (the “Company”); PSYOP SERVICES, LLC, dba Blacklist (“Blacklist”); JUSTIN BOOTH-CLIBBORN, HEJUNG MARIE HYON, JUSTIN LANE, KYLIE MATULICK, EBEN MEARS, ROBERT TODD MUELLER, SAMUEL SELINGER, MARCO SPIER AND CHRISTOPHER STAVES (individually, a “Stockholder” and collectively, the “Stockholders”); and JUSTIN BOOTH-CLIBBORN (the “Stockholders’ Representative”) as agent and attorney-in-fact for each Stockholder.
Fortissimo Capital Fund GP, L.P.Agreement to Fund Dissolution Expenses • August 7th, 2006 • Fortissimo Acquisition Corp. • Blank checks
The undersigned, Fortissimo Capital Fund GP, L.P., hereby agrees as follows with respect to the dissolution and liquidation of Fortissimo Acquisition Corp. (the “Corporation”) in the event that the Corporation does not complete a business combination within 18 months after the consummation of the Corporation’s initial public offering of securities (“IPO”) (or within 24 months after the consummation of the IPO if a letter of intent, agreement in principle or definitive agreement has been executed within 18 months after consummation of the IPO and the business combination has not yet been consummated within such 18 month period).
PROPRIETARY RIGHTS, NON-DISCLOSURE, DEVELOPMENTS, NON-COMPETITION, AND NON- SOLICITATION AGREEMENTProprietary Rights, Non-Disclosure, Developments, Non-Competition, and Non-Solicitation Agreement • January 15th, 2008 • Fortissimo Acquisition Corp. • Blank checks • New York
This Proprietary Rights, Non-Disclosure, Developments, Non-Competition, and Non-Solicitation Agreement (the “Agreement”) is made by and between PSYOP, Inc. (the “Company”) and [Insert Executive’s Name] (the “Executive”).
FORTISSIMO ACQUISITION CORP.Office Space and Support Agreement • January 31st, 2006 • Fortissimo Acquisition Corp.
Fortissimo Capital Fund GP, L.P.Agreement to Fund Dissolution Expenses • September 22nd, 2006 • Fortissimo Acquisition Corp. • Blank checks
In the event that Fortissimo Acquisition Corp. (the “Corporation”) does not consummate a business combination and must liquidate and its remaining assets are insufficient to complete such liquidation, the undersigned Fortissimo Capital Fund GP, L.P., agrees to advance such funds to the Corporation necessary to complete such liquidation and agrees not to seek repayment for such expenses.
ESCROW AGREEMENTEscrow Agreement • January 15th, 2008 • Fortissimo Acquisition Corp. • Blank checks • New York
This Escrow Agreement (the “Agreement”) is entered into as of [Closing Date], by and among Fortissimo Acquisition Corp., a Delaware corporation (“Parent”), Justin Booth-Clibborn (the “Stockholders’ Representative”) and American Stock Transfer & Trust Company (the “Escrow Agent”). Capitalized terms used and not otherwise defined herein shall have the respective meanings assigned to them in the Merger Agreement referred to below.
AMENDMENT NO. 1 TO THE SUBSCRIPTION AGREEMENTSubscription Agreement • March 14th, 2006 • Fortissimo Acquisition Corp. • Blank checks • New York
This AMENDMENT NO. 1 dated as of the 10th day of March, 2006 (the “Amendment”) to the Subscription Agreement, dated as of January 31, 2006 (the “Subscription Agreement”), by and among Fortissimo Capital Fund GP, L.P., Fortissimo Acquisition Corp. (the “Corporation”) and Proskauer Rose LLP. Capitalized terms not defined herein shall have the meanings ascribed to them in the Subscription Agreement.
AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER AND INTERESTS PURCHASE AGREEMENTAgreement and Plan of Merger and Interests Purchase Agreement • August 1st, 2008 • Fortissimo Acquisition Corp. • Services-advertising • New York
This Amendment (this “Amendment”) is entered into as of August 1, 2008, by and among FORTISSIMO ACQUISITION CORP., a Delaware corporation (“Parent”); FAC ACQUISITION SUB CORP., a New York corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); PSYOP, INC., a New York corporation (the “Company”); PSYOP SERVICES, LLC, dba Blacklist (“Blacklist”); JUSTIN BOOTH-CLIBBORN, HEJUNG MARIE HYON, JUSTIN LANE, KYLIE MATULICK, EBEN MEARS, ROBERT TODD MUELLER, SAMUEL SELINGER, MARCO SPIER AND CHRISTOPHER STAVES (individually, a “Stockholder” and collectively, the “Stockholders”); and JUSTIN BOOTH-CLIBBORN (the “Stockholders’ Representative”) as agent and attorney-in-fact for each Stockholder.
Fortissimo Capital Fund GP, L.P.Indemnification Agreement • September 22nd, 2006 • Fortissimo Acquisition Corp. • Blank checks
Reference is made to that certain letter agreement, dated September 22, 2006, by and among the undersigned officer and director of Fortissimo Acquisition Corp. (the “Corporation”), the Corporation and EarlyBirdCapital, Inc. (the “Letter Agreement”) pursuant to which the undersigned agreed, in the event of the liquidation of the Trust Fund, to indemnify and hold harmless the Corporation, jointly and severally with the other directors, against any and all loss, liability, claims, damage and expense whatsoever (including, but not limited to, any and all legal or other expenses reasonably incurred in investigating, preparing or defending against any litigation, whether pending or threatened, or any claim whatsoever) which the Corporation may become subject as a result of any claim by any vendor or other person who is owed money by the Corporation for services rendered or products sold or contracted for, or by any target business, but only to the extent necessary to ensure that such loss, l
AGREEMENT AND PLAN OF MERGER AND INTERESTS PURCHASE AGREEMENT among FORTISSIMO ACQUISITION CORP., FAC ACQUISITION SUB CORP., PSYOP, INC., PSYOP SERVICES, LLC, JUSTIN BOOTH-CLIBBORN, HEJUNG MARIE HYON, JUSTIN LANE, KYLIE MATULICK, EBEN MEARS, ROBERT...Merger Agreement • January 15th, 2008 • Fortissimo Acquisition Corp. • Blank checks • New York
AGREEMENT AND PLAN OF MERGER AND INTERESTS PURCHASE AGREEMENT, dated as of January 15, 2008 (the “Agreement”), among FORTISSIMO ACQUISITION CORP., a Delaware corporation (“Parent”); FAC ACQUISITION SUB CORP., a New York corporation and a wholly-owned subsidiary of Parent (“Merger Sub”); PSYOP, INC., a New York corporation (the “Company”); PSYOP SERVICES, LLC, dba Blacklist (“Blacklist”); JUSTIN BOOTH-CLIBBORN, HEJUNG MARIE HYON, JUSTIN LANE, KYLIE MATULICK, EBEN MEARS, ROBERT TODD MUELLER, SAMUEL SELINGER, MARCO SPIER AND CHRISTOPHER STAVES (individually, a “Stockholder” and collectively, the “Stockholders”); and JUSTIN BOOTH-CLIBBORN (the “Stockholders’ Representative”) as agent and attorney-in-fact for each Stockholder.
