Fortissimo Capital Fund GP, L.P.
Fortissimo
Capital Fund GP, L.P.
00
Xxxxxxxxx Xxxxxx
Xxxx
Xxxx, Xxxx Ha’ayin 00000 Xxxxxx
August
7,
2006
To
the
Board of Directors of
Gentlemen:
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).
In
the
event that the Corporation’s remaining net assets following the distribution of
the trust account to its public stockholders (whether they purchased shares
in
the IPO or in the aftermarket) are insufficient to pay for the costs associated
with the implementation and completion of the Corporation’s plan of dissolution
, FCF will advance to the Corporation the funds necessary to complete such
dissolution (currently anticipated to be no more than approximately $50,000)
and
has agreed not to seek repayment for such expenses.
[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:
By:
/s/
Xxxxx
Xxxxx
Name:
Xxxxx Xxxxx
Title:
Chairman of the Board and Chief
Executive Officer
