January
      31, 2006

    


    


    Fortissimo
      Acquisition Corp.

    14
      Hamelacha Street 

    Park
      Afek, Rosh Ha’ayin 48091 Israel 

    


    EarlyBirdCapital,
      Inc.

    275
      Madison Avenue

    Suite
      1203

    New
      York,
      New York 10016

    


    Re:
      Initial Public Offering

    


    Gentlemen:

    


    The
      undersigned indirect stockholder of Fortissimo Acquisition Corp. (“Company”), in
      consideration of EarlyBirdCapital, Inc. (“EBC”) entering into a letter of intent
      (“Letter of Intent”) to underwrite an initial public offering of the securities
      of the Company (“IPO”) and embarking on the IPO process, hereby agrees as
      follows (certain capitalized terms used herein are defined in paragraph 10
      hereof): 

    


    
      	 	
              1.

            	
              If
                the Company solicits approval of its stockholders of a Business
                Combination, the undersigned will vote all Insider Shares beneficially
                owned by it in accordance with the majority of the votes cast by
                the
                holders of the IPO Shares.

            


    

    
      	 	
              2.

            	
              In
                the event that the Company fails to consummate a Business Combination
                within 18 months from the effective date (“Effective Date”) of the
                registration statement relating to the IPO (or 24 months under the
                circumstances described in the prospectus relating to the IPO), the
                undersigned will vote all Insider Shares beneficially owned by it
                in favor
                of the Company’s decision to liquidate. The undersigned hereby waives any
                and all right, title, interest or claim of any kind in or to any
                distribution of the Trust Fund (as defined in the Letter of Intent)
                and
                any remaining net assets of the Company as a result of such liquidation
                with respect to his Insider Shares (“Claim”) 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.
                

            


    

    
      	 	
              3.

            	
              In
                order to minimize potential conflicts of interest which may arise
                from
                multiple affiliations, the undersigned agrees to present to the Company
                for its consideration, prior to presentation to any other person
                or
                entity, any suitable opportunity to acquire an operating business,
                until
                the earlier of the consummation by the Company of a Business Combination
                or the liquidation of the Company, subject to any pre-existing fiduciary
                and contractual obligations the undersigned might
                have.

            


    

    
      	 	
              4.

            	
              The
                undersigned acknowledges and agrees that the Company will not consummate
                any Business Combination which involves a company which is affiliated
                with
                any of the Insiders unless the Company obtains an opinion from an
                independent investment banking firm reasonably acceptable to EBC
                that the
                business combination is fair to the Company’s stockholders from a
                financial perspective.

            


    

    
      	 	
              5.

            	
              Neither
                the undersigned nor any affiliate (“Affiliate”) of the undersigned will be
                entitled to receive and will not accept any compensation for services
                rendered to the Company prior to or in connection with the consummation
                of
                the Business Combination, provided that commencing on the Effective
                Date,
                Fortissimo Capital Management Ltd. (“Related Party”), shall be allowed to
                charge the Company $7,500 per month, representing an allocable share
                of
                Related Party’s overhead, to compensate it for the Company’s use of
                Related Party’s offices, utilities and personnel. Related Party and the
                undersigned shall also be entitled to reimbursement from the Company
                for
                its out-of-pocket expenses incurred in connection with seeking and
                consummating a Business
                Combination.

            


    

    
      	 	
              6.

            	
              Neither
                the undersigned nor any Affiliate of the undersigned will be entitled
                to
                receive or accept a finder’s fee or any other compensation in the event
                the undersigned or any Affiliate of the undersigned originates a
                Business
                Combination.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    

      Fortissimo
        Acquisition Corp.

      EarlyBirdCapital,
        Inc.

      January
        31, 2006

       

    

    
      	 	
              7.

            	
              The
                undersigned will escrow all Insider Shares for the three year period
                commencing on the Effective Date subject to the terms of a Stock
                Escrow
                Agreement which the Company will enter into with the undersigned
                and an
                escrow agent acceptable to the
                Company.

            


    

    
      	 	
              8.

            	
              The
                undersigned has full right and power, without violating any agreement
                by
                which he is bound, to enter into this letter
                agreement.

            


    

    
      	 	
              9.

            	
              This
                letter agreement shall be governed by and construed and enforced
                in
                accordance with the laws of the State of New York, without giving
                effect
                to conflicts of law principles that would result in the application
                of the
                substantive laws of another jurisdiction. The undersigned hereby
                (i)
                agrees that any action, proceeding or claim against him arising out
                of or
                relating in any way to this letter agreement (a “Proceeding”) shall be
                brought and enforced in the courts of the State of New York or of the
                United States of America for the Southern District of New York, and
                irrevocably submits to such jurisdiction, which jurisdiction shall
                be
                exclusive, (ii) waives any objection to such exclusive jurisdiction
                and
                that such courts represent an inconvenient forum and (iii) irrevocably
                agrees to appoint Proskauer Rose LLP as agent for the service of
                process
                in the State of New York to receive, for the undersigned and on his
                behalf, service of process in any Proceeding. If for any reason such
                agent
                is unable to act as such, the undersigned will promptly notify the
                Company
                and EBC and appoint a substitute agent acceptable to each of the
                Company
                and EBC within 30 days and nothing in this letter will affect the
                right of
                either party to serve process in any other manner permitted by
                law.

            


    

    
      	 	
              10.

            	
              As
                used herein, (i) a “Business Combination” shall mean an acquisition by
                merger, capital stock exchange, asset or stock acquisition, reorganization
                or otherwise, of an operating business; (ii) “Insiders” shall mean all
                officers, directors and stockholders of the Company immediately prior
                to
                the IPO; (iii) “Insider Shares” shall mean all of the shares of Common
                Stock of the Company owned by an Insider prior to the IPO; and (iv)
“IPO
                Shares” shall mean the shares of Common Stock issued in the Company’s
                IPO.

            


    

    


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      Fortissimo
        Acquisition Corp.

      EarlyBirdCapital,
        Inc.

      January
        31, 2006



    


    Fortissimo
      Capital Fund L.P.

    


    By:
      Fortissimo Capital Fund GP, L.P., its General Partner

    


    By:
      /s/
      Yuval Cohen  

    Name:_Yuval
      Cohen_________

    Title:_Managing
      Partner______

    


    


    Fortissimo
      Capital Fund (Israel) L.P.

    


    By:
      Fortissimo Capital Fund GP, L.P., its General Partner

    


    By:
      /s/
      Yuval Cohen  

    Name:_Yuval
      Cohen_________

    Title:_Managing
      Partner______

    


    


    Fortissimo
      Capital Fund (Israel - DP), L.P.

    


    By:
      Fortissimo Capital Fund GP, L.P., its General Partner

    


    By:
      /s/
      Yuval Cohen  

    Name:_Yuval
      Cohen_________

    Title:_Managing
      Partner______