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 officer and director 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.

            	
              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 (i) cause the Trust Fund (as defined in the Letter
                of
                Intent) to be liquidated and distributed to the holders of IPO Shares
                and
                (ii) take all reasonable actions within his power to cause the Company
                to
                liquidate as soon as reasonably practicable. The undersigned hereby
                waives
                any and all right, title, interest or claim of any kind in or to
                any
                distribution of the Trust Fund 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. In the event of the liquidation of the Trust Fund,
                the
                undersigned agrees to indemnify and hold harmless the Company, severally
                pro rata with Marc Lesnick, Yuval Cohen, Eli Blatt and Yochai Hacohen
                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 Company may become subject as a result
                of any
                claim by any vendor or other person who is owed money by the Company
                for
                services rendered or products sold or contracted for, or by any target
                business, but only to the extent necessary to ensure that such loss,
                liability, claim, damage or expense does not reduce the amount in
                the
                Trust Fund. 

            


    

    
      	 	
              2.

            	
              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,
                the liquidation of the Company or until such time as the undersigned
                ceases to be an officer or director of the Company, subject to any
                pre-existing fiduciary and contractual obligations the undersigned
                might
                have.

            


    

    
      	 	
              3.

            	
              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.

            


    

    
      	 	
              4.

            	
              Neither
                the undersigned, any member of the family of 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
                their out-of-pocket expenses incurred in connection with seeking
                and
                consummating a Business
                Combination.

            


    

    
    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Fortissimo
        Acquisition Corp.

      EarlyBirdCapital,
        Inc.

      January
        31, 2006

    

     

    
      	 	
              5.

            	
              Neither
                the undersigned, any member of the family of 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, any
                member of the family of the undersigned or any Affiliate of the
                undersigned originates a Business
                Combination.

            


    

    
      	 	
              6.

            	
              The
                undersigned agrees to serve as Director and Vice President of the
                Company
                until the earlier of the consummation by the Company of a Business
                Combination or the liquidation of the Company. The undersigned’s
                biographical information furnished to the Company and EBC and attached
                hereto as Exhibit A is true and accurate in all respects, does not
                omit
                any material information with respect to the undersigned’s background and
                contains all of the information required to be disclosed pursuant
                to Item
                401 of Regulation S-K, promulgated under the Securities Act of 1933.
                The
                undersigned’s Questionnaire furnished to the Company and EBC and annexed
                as Exhibit B hereto is true and accurate in all respects. The undersigned
                represents and warrants that: 

            


    

    
      	 	
              a.

            	
              he
                is not subject to, or a respondent in, any legal action for, any
                injunction, cease-and-desist order or order or stipulation to desist
                or
                refrain from any act or practice relating to the offering of securities
                in
                any jurisdiction; 

            


    

    
      	 	
              b.

            	
              he
                has never been convicted of or pleaded guilty to any crime (i) involving
                any fraud or (ii) relating to any financial transaction or handling
                of
                funds of another person, or (iii) pertaining to any dealings in any
                securities and he is not currently a defendant in any such criminal
                proceeding; and

            


    

    
      	 	
              c.

            	
              he
                has never been suspended or expelled from membership in any securities
                or
                commodities exchange or association or had a securities or commodities
                license or registration denied, suspended or
                revoked.

            


    

    
      	 	
              7.

            	
              The
                undersigned has full right and power, without violating any agreement
                by
                which he is bound, to enter into this letter agreement and to serve
                as
                Director and Vice President of the
                Company.

            


    

    
      	 	
              8.

            	
              The
                undersigned authorizes any employer, financial institution, or consumer
                credit reporting agency to release to EBC and its legal representatives
                or
                agents (including any investigative search firm retained by EBC)
                any
                information they may have about the undersigned’s background and finances
                (“Information”). Neither EBC nor its agents shall be violating the
                undersigned’s right of privacy in any manner in requesting and obtaining
                the Information and the undersigned hereby releases them from liability
                for any damage whatsoever in that
                connection.

            


    

    
      	 	
              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.

            


    

    


    [REMAINDER
      OF PAGE INTENTIONALLY BLANK. SIGNATURE PAGE FOLLOWS]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Fortissimo
        Acquisition Corp.

      EarlyBirdCapital,
        Inc.

      January
        31, 2006


    

     

    
      
        	 	 	 	 
	/s/ Shmoulik
                Barashi	 	 	 
	
                
Shmoulik
                Barashi	 	 	
              
	 	 	 	 


      



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Fortissimo
        Acquisition Corp.

      EarlyBirdCapital,
        Inc.

      January
        31, 2006

       

       

       

      EXHIBIT
        A

    

    


    INSIDER
      BIOGRAPHY (AS INCLUDED IN S-1)

    


    Shmoulik
      Barashi has
      served
      as a Vice President and a member of our board since our formation. Mr. Barashi
      joined Fortissimo in May 2005 . From January 2001 through May 2005, Mr. Barashi
      served as a senior partner in BDO Ziv Haft, one of the five largest accounting
      firms in Israel. Ziv Haft is the Israeli representative office of the
      international accounting firm of BDO. At BDO, Mr. Barashi specialized in
      corporate finance, IPO’s, deal structuring, business consultancy, auditing and
      tax. From March 1993 through December 2000, Mr. Barashi managed his own
      accounting firm, which he later merged into BDO Ziv Haft. Mr. Barashi serves
      on
      the board of directors of NUR. Mr. Barashi received an MBA from Hebrew
      University (specialty - finance) and an LLM from Bar Ilan University. Mr.
      Barashi is a certified public accountant in Israel. 

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      Fortissimo
        Acquisition Corp.

      EarlyBirdCapital,
        Inc.

      January
        31, 2006


       

       

      EXHIBIT
        B

    

    


    INSIDER
      D&O QUESTIONNAIRE