UNDERWRITING AGREEMENT between FORTISSIMO ACQUISITION CORP. and EARLYBIRDCAPITAL, INC. Dated: _____________________, 2006Underwriting Agreement • August 7th, 2006 • Fortissimo Acquisition Corp. • Blank checks • 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” or “EBC” or the “Underwriter”) as follows:
WARRANT AGREEMENTWarrant Agreement • August 7th, 2006 • Fortissimo Acquisition Corp. • Blank checks • 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”).
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,...Purchase Option Agreement • August 7th, 2006 • Fortissimo Acquisition Corp. • Blank checks • 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 • August 7th, 2006 • Fortissimo Acquisition Corp. • Blank checks • Delaware
This Agreement is made as of _____________, 2006 by and between Fortissimo Acquisition Corp. (the “Company”) and American Stock Transfer & Trust Company (“Trustee”).
Fortissimo Capital Fund GP, L.P.Indemnification Agreement • August 7th, 2006 • Fortissimo Acquisition Corp. • Blank checks
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
Fortissimo Capital Fund GP, L.P.Agreement to Fund Dissolution Expenses • August 7th, 2006 • Fortissimo Acquisition Corp. • Blank checks
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).
