REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 31st, 2006 • Fortissimo Acquisition Corp. • 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”).
WARRANT AGREEMENTWarrant Agreement • January 31st, 2006 • Fortissimo Acquisition Corp. • 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”).
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:
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,...Fortissimo Acquisition Corp. • January 31st, 2006 • 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 • January 31st, 2006 • Fortissimo Acquisition Corp. • New York
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”).
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.
FORTISSIMO ACQUISITION CORP.Fortissimo Acquisition Corp. • January 31st, 2006
