Fortissimo Capital Fund GP, L.P.
Fortissimo
Capital Fund GP, L.P.
00
Xxxxxxxxx Xxxxxx
Xxxx
Xxxx, Xxxx Ha’ayin 00000 Xxxxxx
FORM
OF
INDEMNIFICATION AGREEMENT
August
7,
2006
The
undersigned officer and director of
Sir:
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 target business,
but only to the extent necessary to ensure that such loss, liability, claim,
damage or expense does not reduce the amount in the Trust Fund. Unless otherwise
defined herein, capitalized terms shall have the same meanings as specified
therefor in the Letter Agreement.
In
the
event that the undersigned incurs any 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) pursuant
to the preceding paragraph, Fortissimo Capital Fund GP, L.P. (“FCF”) hereby
agrees to indemnify the undersigned (the “Indemnitee”) to the fullest extent
permitted by applicable law for any such liability.
No
indemnity shall be made under this Letter Agreement on account of Indemnitee’s
conduct which constitutes a breach of Indemnitee’s duty of loyalty to the
Corporation or its stockholders, or is an act or omission not in good faith
or
which involves intentional misconduct or a knowing violation of the
law.
[REMAINDER
OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGE FOLLOWS]
Very
truly yours,
FORTISSIMO
CAPITAL FUND GP, L.P.
By:
/s/
Xxxxx
Xxxxx
Name:
Xxxxx Xxxxx
Title:
Managing Partner
Agreed
To
and Accepted By:
Indemnitee
