AMENDMENT NO. 1 TO THE SUBSCRIPTION AGREEMENT
AMENDMENT
NO. 1
TO
THE
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.
WHEREAS,
the Corporation has filed a registration statement in connection with its
initial public offering of securities, which is being underwritten by
EarlyBirdCapital, Inc. (“EarlyBirdCapital”); and
WHEREAS,
the parties to the Subscription Agreement wish to amend the agreement to
restrict transferability of the Insider Units by Fortissimo Capital Fund GP,
L.P. without the prior written consent of EarlyBirdCapital;
NOW,
THEREFORE, in consideration of the premises and agreements herein contained,
and
for other good and valuable consideration and intending to be legally bound
hereby, the parties hereto agree as follows:
1. |
The
first sentence of the fourth paragraph of the Subscription Agreement
may
not be amended, modified in any way, or otherwise waived, except with
the
prior written consent of
EarlyBirdCapital.
|
2. |
Except
as otherwise specified, this Amendment shall not amend or modify any
other
provisions of the Subscription Agreement, and such Subscription Agreement,
as herein modified, is hereby ratified and confirmed and shall remain
in
full force and effect.
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3. |
This
Amendment may be executed in two or more counterparts (including
counterparts executed and delivered by facsimile, which shall be treated
as counterparts executed and delivered manually), and by different
parties
hereto on separate counterparts, each of which shall be deemed an
original, but all of which together shall constitute one and the same
instrument.
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4. |
Each
of this Amendment and the Subscription Agreement shall be governed
by,
interpreted under, and construed in accordance with the internal laws
of
the State of New York applicable to agreements made and to be performed
within the State of New York, without giving effect to any choice-of-law
provisions thereof that would compel the application of the substantive
laws of any other jurisdiction.
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[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF, the undersigned have executed this Amendment No. 1 to the
Subscription Agreement, as of the day, month and year first above
written.
FORTISSIMO
CAPITAL FUND GP, L.P.
By:
/s/
Xxxxx Xxxxx
Name:
Xxxxx Xxxxx
Title:
Managing Partner
By:
/s/
Xxxxx Xxxxx
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
EARLYBIRDCAPITAL,
INC.
By:
/s/
Xxxxxx Xxxxxx
Name:
Xxxxxx Xxxxxx
Title:
Managing Director
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