SUBSCRIPTION AGREEMENT
As
of
January 31, 2006
To
the
Board of Directors of
Gentlemen:
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.
At
least
24 hours prior to the effective date of the registration statement filed in
connection with the IPO (“Registration Statement”), the undersigned shall
deliver the Purchase Price to Proskauer Rose LLP to hold until the Corporation
consummates the IPO. Simultaneously with the consummation of the IPO, Proskauer
Rose LLP shall deposit the Purchase Price into the trust fund (“Trust Fund”)
established by the Corporation for the benefit of the Corporation’s public
stockholders as described in the Corporation’s Registration Statement, pursuant
to the terms of an Investment Management Trust Agreement to be entered into
between the Corporation and Continental Stock Transfer & Trust Company. In
the event that the IPO is not consummated, Proskauer Rose LLP shall return
the
Purchase Price to the undersigned, without interest or deduction.
The
undersigned represents and warrants that it has been advised that the Insider
Units have not been registered under the Securities Act; that it is acquiring
the Insider Units for its account for investment purposes only; that it has
no
present intention of selling or otherwise disposing of the Insider Units in
violation of the securities laws of the United States; that it is an “accredited
investor” as defined by Rule 501 of Regulation D promulgated under the
Securities Act of 1933, as amended (the “Securities Act”); and that it is
familiar with the proposed business, management, financial condition and affairs
of the Corporation.
Moreover,
the undersigned agrees that it shall not sell or transfer the Insider Units
or
any underlying securities (collectively, “Insider Securities”) until after the
Corporation consummates a merger, capital stock exchange, asset acquisition
or
other similar business combination with an operating business (“Business
Combination”) and acknowledges that the certificates for such Insider Units
shall contain a legend indicating such restriction on transferability.
Additionally, the undersigned hereby waives, with respect to the Insider
Securities, any and all right, title, interest or claim of any kind (“Claim”) in
or to any distribution of the Trust Fund and any remaining net assets of the
Corporation as a result of the liquidation of the Company and hereby waives
any
Claim the undersigned may have in the future as a result of, or arising out
of,
any contracts or agreements with the Company and will not seek recourse against
the Trust Fund for any reason whatsoever.
At
any
time and from time to time, with respect to any warrants underlying the Insider
Units, so long as such warrants are held by FCF or its affiliates, the holder
of
such warrants may pay the exercise price by surrendering its warrants for that
number of shares of common stock equal to the quotient obtained by dividing
(x)
the product of the number of shares of common Stock underlying the warrants,
multiplied by the difference between the exercise price of the warrants and
the
“Fair Market Value” (defined below) by (y) the Fair Market Value. The “Fair
Market Value” shall mean the average reported last sale price of the common
stock for the five trading days ending on the trading day prior to the date
on
which the warrants are exercised.
Very
truly yours,
FORTISSIMO
CAPITAL FUND GP, L.P.
By:
/s/
Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Managing Partner
Name: Xxxxx Xxxxx
Title: Managing Partner
Agreed
To
and Accepted By:
By:
/s/
Xxxxx Xxxxx
Name: Xxxxx Xxxxx
Title: Chairman of the Board and
Chief Executive Officer
Name: Xxxxx Xxxxx
Title: Chairman of the Board and
Chief Executive Officer
PROSKAUER
ROSE LLP
By:
/s/
Xxxxx X. Xxxxxxxx
Name:
Xxxxx X. Xxxxxxxx
Title:
Partner
