REGISTRATION
      RIGHTS AGREEMENT

    


    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”).

     

    WHEREAS,
      the Investors currently hold all of the issued and outstanding securities of
      the
      Company;

     

    WHEREAS,
      the Investors and the Company desire to enter into this Agreement to provide
      the
      Investors with certain rights relating to the registration of shares of Common
      Stock held by them;

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      herein, and for other good and valuable consideration, the receipt and
      sufficiency of which are hereby acknowledged, the parties hereto agree as
      follows:

     

    1.       DEFINITIONS.
      The following capitalized terms used herein have the following
      meanings:

    


    “AGREEMENT”
      means this Agreement, as amended, restated, supplemented or otherwise modified
      from time to time.

     

    “COMMISSION”
      means the Securities and Exchange Commission, or any other federal agency then
      administering the Securities Act or the Exchange Act.

     

    “COMMON
      STOCK” means the common stock, par value $0.0001 per share, of the
      Company.

     

    “COMPANY”
      is defined in the preamble to this Agreement.

     

    “DEMAND
      REGISTRATION” is defined in Section 2.1.1.

     

    “DEMANDING
      HOLDER” is defined in Section 2.1.1.

     

    “EXCHANGE
      ACT” means the Securities Exchange Act of 1934, as amended, and the rules and
      regulations of the Commission promulgated thereunder, all as the same shall
      be
      in effect at the time.

     

    “FORM
      S-3” is defined in Section 2.4.

     

    “INDEMNIFIED
      PARTY” is defined in Section 4.3.

     

    “INDEMNIFYING
      PARTY” is defined in Section 4.3.

     

    “INSIDER
      UNITS” means the units, each consisting of one share of Common Stock and two
      warrants each to purchase one share of Common Stock, being sold privately to
      one
      of the Company’s initial stockholders upon consummation of the Company’s initial
      public offering.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    “INVESTOR”
      is defined in the preamble to this Agreement.

     

    “INVESTOR
      INDEMNIFIED PARTY” is defined in Section 4.1.

     

    “MAXIMUM
      NUMBER OF SHARES” is defined in Section 2.1.4.

     

    “NOTICES”
      is defined in Section 6.3.

     

    “PIGGY-BACK
      REGISTRATION” is defined in Section 2.2.1.

     

    “REGISTER,”
      “REGISTERED” and “REGISTRATION” mean a registration effected by preparing and
      filing a registration statement or similar document in compliance with the
      requirements of the Securities Act, and the applicable rules and regulations
      promulgated thereunder, and such registration statement becoming
      effective.

     

    “REGISTRABLE
      SECURITIES” mean all of the shares of Common Stock owned or held by Investors
      but not including any shares of Common Stock underlying the Insider Units.
      Registrable Securities include any warrants, shares of capital stock or other
      securities of the Company issued as a dividend or other distribution with
      respect to or in exchange for or in replacement of such shares of Common Stock.
      As to any particular Registrable Securities, such securities shall cease to
      be
      Registrable Securities when: (a) a Registration Statement with respect to
      the sale of such securities shall have become effective under the Securities
      Act
      and such securities shall have been sold, transferred, disposed of or exchanged
      in accordance with such Registration Statement; (b) such securities shall
      have been otherwise transferred, new certificates for them not bearing a legend
      restricting further transfer shall have been delivered by the Company and
      subsequent public distribution of them shall not require registration under
      the
      Securities Act; (c) such securities shall have ceased to be outstanding, or
      (d) such securities shall be eligible for sale pursuant to Rule 144(k)
      under the Securities Act or any successor rule which permits resale of such
      securities without restriction.

     

    “REGISTRATION
      STATEMENT” means a registration statement filed by the Company with the
      Commission in compliance with the Securities Act and the rules and regulations
      promulgated thereunder for a public offering and sale of Common Stock (other
      than a registration statement on Form S-4 or Form S-8, or their successors,
      or
      any registration statement covering only securities proposed to be issued in
      exchange for securities or assets of another entity).

     

    “RELEASE
      DATE” means the date on which shares of Common Stock are disbursed from escrow
      pursuant to Section 3 of that certain Stock Escrow Agreement dated as of
      ________ __, 2006 by and among the parties hereto and Continental Stock Transfer
      & Trust Company.

     

    “SECURITIES
      ACT” means the Securities Act of 1933, as amended, and the rules and regulations
      of the Commission promulgated thereunder, all as the same shall be in effect
      at
      the time.

     

    “UNDERWRITER”
      means a securities dealer who purchases any Registrable Securities as principal
      in an underwritten offering and not as part of such dealer’s market-making
      activities.

    
      
        
        

      

      
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              2.

            	
              REGISTRATION
                RIGHTS.

            


    

     

    
      	 	
              2.1

            	
              Demand
                Registration.

            


    

     

    2.1.1.       Request
      for Registration. At any time and from time to time on or after the date that
      is
      three months prior to the Release Date, the holders of a majority-in-interest
      of
      the Registrable Securities held by the Investors or the transferees of the
      Investors, may make two written demands for registration under the Securities
      Act of all or part of their Registrable Securities (a “DEMAND REGISTRATION”).
      Any demand for a Demand Registration shall specify the number of shares of
      Registrable Securities proposed to be sold and the intended method(s) of
      distribution thereof. The Company will notify all holders of Registrable
      Securities of the demand, and each holder of Registrable Securities who wishes
      to include all or a portion of such holder’s Registrable Securities in the
      Demand Registration (each such holder including shares of Registrable Securities
      in such registration, a “DEMANDING HOLDER”) shall so notify the Company
      within fifteen (15) days after the receipt by the holder of the notice from
      the Company. Upon any such request, the Demanding Holders shall be entitled
      to
      have their Registrable Securities included in the Demand Registration, subject
      to Section 2.1.4 and the provisos set forth in Section 3.1.1. The Company shall
      not be obligated to effect more than an aggregate of two (2) Demand
      Registrations under this Section 2.1.1 in respect of Registrable
      Securities.

     

    2.1.2.       Effective
      Registration. A registration will not count as a Demand Registration until
      the
      Registration Statement filed with the Commission with respect to such Demand
      Registration has been declared effective and the Company has complied with
      all
      of its obligations under this Agreement with respect thereto; provided, however,
      that if, after such Registration Statement has been declared effective, the
      offering of Registrable Securities pursuant to a Demand Registration is
      interfered with by any stop order or injunction of the Commission or any other
      governmental agency or court, the Registration Statement with respect to such
      Demand Registration will be deemed not to have been declared effective, unless
      and until, (i) such stop order or injunction is removed, rescinded or
      otherwise terminated, and (ii) a majority-in-interest of the Demanding
      Holders thereafter elect to continue the offering; provided, further, that
      the
      Company shall not be obligated to file a second Registration Statement until
      a
      Registration Statement that has been filed is counted as a Demand Registration
      or is terminated.

     

    2.1.3.       Underwritten
      Offering. If a majority-in-interest of the Demanding Holders so elect and such
      holders so advise the Company as part of their written demand for a Demand
      Registration, the offering of such Registrable Securities pursuant to such
      Demand Registration shall be in the form of an underwritten offering. In such
      event, the right of any holder to include its Registrable Securities in such
      registration shall be conditioned upon such holder’s participation in such
      underwriting and the inclusion of such holder’s Registrable Securities in the
      underwriting to the extent provided herein. All Demanding Holders proposing
      to
      distribute their securities through such underwriting shall enter into an
      underwriting agreement in customary form with the Underwriter or Underwriters
      selected for such underwriting by a majority-in-interest of the holders
      initiating the Demand Registration.

    
      
        
        

      

      
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    2.1.4.       Reduction
      of Offering. If the managing Underwriter or Underwriters for a Demand
      Registration that is to be an underwritten offering advises the Company and
      the
      Demanding Holders in writing that the dollar amount or number of shares of
      Registrable Securities which the Demanding Holders desire to sell, taken
      together with all other shares of Common Stock or other securities which the
      Company desires to sell and the shares of Common Stock, if any, as to which
      registration has been requested pursuant to written contractual piggy-back
      registration rights held by other stockholders of the Company who desire to
      sell, exceeds the maximum dollar amount or maximum number of shares that can
      be
      sold in such offering without adversely affecting the proposed offering price,
      the timing, the distribution method, or the probability of success of such
      offering (such maximum dollar amount or maximum number of shares, as applicable,
      the “Maximum
      Number of Shares”),
      then
      the Company shall include in such registration: (i) first, the Registrable
      Securities as to which Demand Registration has been requested by the Demanding
      Holders (pro rata in accordance with the number of shares that each such Person
      has requested be included in such registration, regardless of the number of
      shares held by each such Person (such proportion is referred to herein as
      "Pro
      Rata"))
      that
      can be sold without exceeding the Maximum Number of Shares; (ii) second, to
      the
      extent that the Maximum Number of Shares has not been reached under the
      foregoing clause (i), the shares of Common Stock or other securities that the
      Company desires to sell that can be sold without exceeding the Maximum Number
      of
      Shares; (iii) third, to the extent that the Maximum Number of Shares has not
      been reached under the foregoing clauses (i) and (ii), the shares of Common
      Stock or other securities registrable pursuant to the terms of the Unit Purchase
      Option issued to EarlyBirdCapital, Inc. or its designees in connection with
      the
      Company’s initial public offering (the “Unit
      Purchase Option”
and
      such registrable securities, the "Option
      Securities")
      as to
      which "piggy-back" registration has been requested by the holders thereof,
      Pro
      Rata, that can be sold without exceeding the Maximum Number of Shares; and
      (iv)
      fourth, to the extent that the Maximum Number of Shares have not been reached
      under the foregoing clauses (i), (ii), and (iii), the shares of Common Stock
      or
      other securities for the account of other persons that the Company is obligated
      to register pursuant to written contractual arrangements with such persons
      and
      that can be sold without exceeding the Maximum Number of Shares.

     

    2.1.5.       Withdrawal.
      If a majority-in-interest of the Demanding Holders disapprove of the terms
      of
      any underwriting or are not entitled to include all of their Registrable
      Securities in any offering, such majority-in-interest of the Demanding Holders
      may elect to withdraw from such offering by giving written notice to the Company
      and the Underwriter or Underwriters of their request to withdraw prior to the
      effectiveness of the Registration Statement filed with the Commission with
      respect to such Demand Registration. If the majority-in-interest of the
      Demanding Holders withdraws from a proposed offering relating to a Demand
      Registration, then such registration shall not count as a Demand Registration
      provided for in Section 2.1.

     

    
      	 	
              2.2

            	
              Piggy-Back
                Registration.

            


    

     

    2.2.1.       Piggy-Back
      Rights. If, at any time on or after the Release Date, the Company proposes
      to
      file a Registration Statement under the Securities Act with respect to an
      offering of equity securities, or securities or other obligations exercisable
      or
      exchangeable for, or convertible into, equity securities, by the Company for
      its
      own account or for stockholders of the Company for their account (or by the
      Company and by stockholders of the Company including, without limitation,
      pursuant to Section 2.1), other than a Registration Statement (i) filed in
      connection with any employee stock option or other benefit plan, (ii) for
      an exchange offer or offering of securities solely to the Company’s existing
      stockholders, (iii) for an offering of debt that is convertible into equity
      securities of the Company or (iv) for a dividend reinvestment plan, then
      the Company shall (x) give written notice of such proposed filing to the
      holders of Registrable Securities as soon as practicable but in no event less
      than ten (10) days before the anticipated filing date, which notice shall
      describe the amount and type of securities to be included in such offering,
      the
      intended method(s) of distribution, and the name of the proposed managing
      Underwriter or Underwriters, if any, of the offering, and (y) offer to the
      holders of Registrable Securities in such notice the opportunity to register
      the
      sale of such number of shares of Registrable Securities as such holders may
      request in writing within five (5) days following receipt of such notice (a
“PIGGY-BACK REGISTRATION”). The Company shall cause such Registrable Securities
      to be included in such registration and shall use its best efforts to cause
      the
      managing Underwriter or Underwriters of a proposed underwritten offering to
      permit the Registrable Securities requested to be included in a Piggy-Back
      Registration on the same terms and conditions as any similar securities of
      the
      Company and to permit the sale or other disposition of such Registrable
      Securities in accordance with the intended method(s) of distribution
      thereof. All holders of Registrable Securities proposing to distribute their
      securities through a Piggy-Back Registration that involves an Underwriter or
      Underwriters shall enter into an underwriting agreement in customary form with
      the Underwriter or Underwriters selected for such Piggy-Back
      Registration.

    
      
        
        

      

      
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    2.2.2.       Withdrawal.
      Any holder of Registrable Securities may elect to withdraw such holder’s request
      for inclusion of Registrable Securities in any Piggy-Back Registration by giving
      written notice to the Company of such request to withdraw prior to the
      effectiveness of the Registration Statement. The Company (whether on its own
      determination or as the result of a withdrawal by persons making a demand
      pursuant to written contractual obligations) may withdraw a registration
      statement at any time prior to the effectiveness of the Registration Statement.
      Notwithstanding any such withdrawal, the Company shall pay all expenses incurred
      by the holders of Registrable Securities in connection with such Piggy-Back
      Registration as provided in Section 3.3. 

     

    2.3       Reduction
      of Offering. If the managing Underwriter or Underwriters that is to be an
      underwritten offering advises the Company and the holders of Registrable
      Securities in writing that the dollar amount or number of shares of Common
      Stock
      which the Company desires to sell, taken together with shares of Common Stock,
      if any, as to which registration has been demanded pursuant to written
      contractual arrangements with persons other than the holders of Registrable
      Securities hereunder, the Registrable Securities as to which registration has
      been requested under Section 2.2, and the shares of Common Stock, if any, as
      to
      which registration has been requested pursuant to the written contractual
      piggy-back registration rights of other stockholders of the Company, exceeds
      the
      Maximum Number of Shares, then the Company shall include in any such
      registration:

     

    a)
      If the
      registration is undertaken for the Company’s account: (A) first, the shares
      of Common Stock or other securities that the Company desires to sell that can
      be
      sold without exceeding the Maximum Number of Shares; (B) second, to the
      extent that the Maximum Number of Shares has not been reached under the
      foregoing clause (A), the shares of Common Stock or other securities, if any,
      comprised of Registrable Securities and Option Securities, as to which
      registration has been requested pursuant to the applicable written contractual
      piggy-back registration rights of such security holders, Pro Rata, that can
      be
      sold without exceeding the Maximum Number of Shares; and (C) third, to the
      extent that the Maximum Number of shares has not been reached under the
      foregoing clauses (A) and (B), the shares of Common Stock or other
      securities for the account of other persons that the Company is obligated to
      register pursuant to written contractual piggy-back registration rights with
      such persons and that can be sold without exceeding the Maximum Number of
      Shares;

    
      
        
        

      

      
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    b)
      If the
      registration is a “demand” registration undertaken at the demand of holders of
      Option Securities, (A) first, the shares of Common Stock or other
      securities for the account of the demanding persons, Pro Rata, that can be
      sold
      without exceeding the Maximum Number of Shares; (B) second, to the extent
      that the Maximum Number of Shares has not been reached under the foregoing
      clause (A), the shares of Common Stock or other securities that the Company
      desires to sell that can be sold without exceeding the Maximum Number of Shares;
      (C) third, to the extent that the Maximum Number of Shares has not been
      reached under the foregoing clauses (A) and (B), the shares of Registrable
      Securities, Pro Rata, as to which registration has been requested pursuant
      to
      the terms hereof, that can be sold without exceeding the Maximum Number of
      Shares; and (D) fourth, to the extent that the Maximum Number of Shares has
      not been reached under the foregoing clauses (A), (B) and (C), the shares
      of Common Stock or other securities for the account of other persons that the
      Company is obligated to register pursuant to written contractual arrangements
      with such persons, that can be sold without exceeding the Maximum Number of
      Shares; and

     

    c)
      If the
      registration is a “demand” registration undertaken at the demand of persons
      other than either the holders of Registrable Securities or of Option Securities,
      (A) first, the shares of Common Stock or other securities for the account
      of the demanding persons that can be sold without exceeding the Maximum Number
      of Shares; (B) second, to the extent that the Maximum Number of Shares has
      not been reached under the foregoing clause (A), the shares of Common Stock
      or
      other securities that the Company desires to sell that can be sold without
      exceeding the Maximum Number of Shares; (C) third, to the extent that the
      Maximum Number of Shares has not been reached under the foregoing clauses
      (A) and (B), collectively the shares of Common Stock or other securities
      comprised of Registrable Securities and Option Securities, Pro Rata, as to
      which
      registration has been requested pursuant to the terms hereof and of the Unit
      Purchase Option, as applicable, that can be sold without exceeding the Maximum
      Number of Shares; and (D) fourth, to the extent that the Maximum Number of
      Shares has not been reached under the foregoing clauses (A), (B) and (C),
      the shares of Common Stock or other securities for the account of other persons
      that the Company is obligated to register pursuant to written contractual
      arrangements with such persons, that can be sold without exceeding the Maximum
      Number of Shares.

    
      
        
        

      

      
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    2.4       Registrations
      on Form S-3. The holders of Registrable Securities may at any time and from
      time
      to time, request in writing that the Company register the resale of any or
      all
      of such Registrable Securities on Form S-3 or any similar short-form
      registration which may be available at such time (“FORM S-3”); provided,
      however, that the Company shall not be obligated to effect such request through
      an underwritten offering. Upon receipt of such written request, the Company
      will
      promptly give written notice of the proposed registration to all other holders
      of Registrable Securities, and, as soon as practicable thereafter, effect the
      registration of all or such portion of such holder’s or holders’ Registrable
      Securities as are specified in such request, together with all or such portion
      of the Registrable Securities or other securities of the Company, if any, of
      any
      other holder or holders joining in such request as are specified in a written
      request given within fifteen (15) days after receipt of such written notice
      from the Company; provided, however, that the Company shall not be obligated
      to
      effect any such registration pursuant to this Section 2.4: (i) if Form S-3
      is not available for such offering; or (ii) if the holders of the
      Registrable Securities, together with the holders of any other securities of
      the
      Company entitled to inclusion in such registration, propose to sell Registrable
      Securities and such other securities (if any) at any aggregate price to the
      public of less than $500,000. Registrations effected pursuant to this Section
      2.4 shall not be counted as Demand Registrations effected pursuant to Section
      2.1.

     

    
      	 	
              3.

            	
              REGISTRATION
                PROCEDURES.

            


    

     

    3.1       Filings;
      Information. Whenever the Company is required to effect the registration of
      any
      Registrable Securities pursuant to Section 2, the Company shall use its best
      efforts to effect the registration and sale of such Registrable Securities
      in
      accordance with the intended method(s) of distribution thereof as
      expeditiously as practicable, and in connection with any such
      request:

     

    3.1.1.       Filing
      Registration Statement. The Company shall, as expeditiously as possible and
      in
      any event within sixty (60) days after receipt of a request for a Demand
      Registration pursuant to Section 2.1, prepare and file with the Commission
      a
      Registration Statement on any form for which the Company then qualifies or
      which
      counsel for the Company shall deem appropriate and which form shall be available
      for the sale of all Registrable Securities to be registered thereunder in
      accordance with the intended method(s) of distribution thereof, and shall
      use its best efforts to cause such Registration Statement to become and remain
      effective for the period required by Section 3.1.3; provided, however, that
      the
      Company shall have the right to defer any Demand Registration for up to sixty
      (60) days, and any Piggy-Back Registration for such period as may be
      applicable to deferment of any demand registration to which such Piggy-Back
      Registration relates, in each case if the Company shall furnish to the holders
      a
      certificate signed by the Chief Executive Officer or the Chief Financial Officer
      of the Company stating that, in the good faith judgment of the Board of
      Directors of the Company, it would be materially detrimental to the Company
      and
      its stockholders for such Registration Statement to be effected at such time;
      provided further, however, that the Company shall not have the right to exercise
      the right set forth in the immediately preceding proviso more than once in
      any
      365-day period in respect of a Demand Registration hereunder.

    
      
        
        

      

      
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    3.1.2.       Copies.
      The Company shall, prior to filing a Registration Statement or prospectus,
      or
      any amendment or supplement thereto, furnish without charge to the holders
      of
      Registrable Securities included in such registration, and such holders’ legal
      counsel, copies of such Registration Statement as proposed to be filed, each
      amendment and supplement to such Registration Statement (in each case including
      all exhibits thereto and documents incorporated by reference therein), the
      prospectus included in such Registration Statement (including each preliminary
      prospectus), and such other documents as the holders of Registrable Securities
      included in such registration or legal counsel for any such holders may request
      in order to facilitate the disposition of the Registrable Securities owned
      by
      such holders.

     

    3.1.3.       Amendments
      and Supplements. The Company shall prepare and file with the Commission such
      amendments, including post-effective amendments, and supplements to such
      Registration Statement and the prospectus used in connection therewith as may
      be
      necessary to keep such Registration Statement effective and in compliance with
      the provisions of the Securities Act until all Registrable Securities and other
      securities covered by such Registration Statement have been disposed of in
      accordance with the intended method(s) of distribution set forth in such
      Registration Statement (which period shall not exceed the sum of one hundred
      eighty (180) days plus any period during which any such disposition is
      interfered with by any stop order or injunction of the Commission or any
      governmental agency or court) or such securities have been
      withdrawn.

     

    3.1.4.       Notification.
      After the filing of a Registration Statement, the Company shall promptly, and
      in
      no event more than two (2) business days after such filing, notify the
      holders of Registrable Securities included in such Registration Statement of
      such filing, and shall further notify such holders promptly and confirm such
      advice in writing in all events within two (2) business days of the
      occurrence of any of the following: (i) when such Registration Statement
      becomes effective; (ii) when any post-effective amendment to such
      Registration Statement becomes effective; (iii) the issuance or threatened
      issuance by the Commission of any stop order (and the Company shall take all
      actions required to prevent the entry of such stop order or to remove it if
      entered); and (iv) any request by the Commission for any amendment or
      supplement to such Registration Statement or any prospectus relating thereto
      or
      for additional information or of the occurrence of an event requiring the
      preparation of a supplement or amendment to such prospectus so that, as
      thereafter delivered to the purchasers of the securities covered by such
      Registration Statement, such prospectus will not contain an untrue statement
      of
      a material fact or omit to state any material fact required to be stated therein
      or necessary to make the statements therein not misleading, and promptly make
      available to the holders of Registrable Securities included in such Registration
      Statement any such supplement or amendment; except that before filing with
      the
      Commission a Registration Statement or prospectus or any amendment or supplement
      thereto, including documents incorporated by reference, the Company shall
      furnish to the holders of Registrable Securities included in such Registration
      Statement and to the legal counsel for any such holders, copies of all such
      documents proposed to be filed sufficiently in advance of filing to provide
      such
      holders and legal counsel with a reasonable opportunity to review such documents
      and comment thereon, and the Company shall not file any Registration Statement
      or prospectus or amendment or supplement thereto, including documents
      incorporated by reference, to which such holders or their legal counsel shall
      object.

     

    
      
        
        

      

      
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    3.1.5.       State
      Securities Laws Compliance. The Company shall use its best efforts to
      (i) register or qualify the Registrable Securities covered by the
      Registration Statement under such securities or “blue sky” laws of such
      jurisdictions in the United States as the holders of Registrable Securities
      included in such Registration Statement (in light of their intended plan of
      distribution) may request and (ii) take such action necessary to cause
      such Registrable Securities covered by the Registration Statement to be
      registered with or approved by such other Governmental Authorities as may be
      necessary by virtue of the business and operations of the Company and do any
      and
      all other acts and things that may be necessary or advisable to enable the
      holders of Registrable Securities included in such Registration Statement to
      consummate the disposition of such Registrable Securities in such jurisdictions;
      provided, however, that the Company shall not be required to qualify generally
      to do business in any jurisdiction where it would not otherwise be required
      to
      qualify but for this paragraph or subject itself to taxation in any such
      jurisdiction.

     

    3.1.6.       Agreements
      for Disposition. The Company shall enter into customary agreements (including,
      if applicable, an underwriting agreement in customary form) and take such
      other actions as are reasonably required in order to expedite or facilitate
      the
      disposition of such Registrable Securities. The representations, warranties
      and
      covenants of the Company in any underwriting agreement which are made to or
      for
      the benefit of any Underwriters, to the extent applicable, shall also be made
      to
      and for the benefit of the holders of Registrable Securities included in such
      registration statement. No holder of Registrable Securities included in such
      registration statement shall be required to make any representations or
      warranties in the underwriting agreement except, if applicable, with respect
      to
      such holder’s organization, good standing, authority, title to Registrable
      Securities, lack of conflict of such sale with such holder’s material agreements
      and organizational documents, and with respect to written information relating
      to such holder that such holder has furnished in writing expressly for inclusion
      in such Registration Statement.

     

    3.1.7.       Cooperation.
      The principal executive officer of the Company, the principal financial officer
      of the Company, the principal accounting officer of the Company and all other
      officers and members of the management of the Company shall cooperate fully
      in
      any offering of Registrable Securities hereunder, which cooperation shall
      include, without limitation, the preparation of the Registration Statement
      with
      respect to such offering and all other offering materials and related documents,
      and participation in meetings with Underwriters, attorneys, accountants and
      potential investors.

     

    3.1.8.       Records.
      The Company shall make available for inspection by the holders of Registrable
      Securities included in such Registration Statement, any Underwriter
      participating in any disposition pursuant to such registration statement and
      any
      attorney, accountant or other professional retained by any holder of Registrable
      Securities included in such Registration Statement or any Underwriter, all
      financial and other records, pertinent corporate documents and properties of
      the
      Company, as shall be necessary to enable them to exercise their due diligence
      responsibility, and cause the Company’s officers, directors and employees to
      supply all information requested by any of them in connection with such
      Registration Statement.

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

     

    3.1.9.       Opinions
      and Comfort Letters. The Company shall furnish to each holder of Registrable
      Securities included in any Registration Statement a signed counterpart,
      addressed to such holder, of (i) any opinion of counsel to the Company
      delivered to any Underwriter and (ii) any comfort letter from the Company’s
      independent public accountants delivered to any Underwriter. In the event no
      legal opinion is delivered to any Underwriter, the Company shall furnish to
      each
      holder of Registrable Securities included in such Registration Statement, at
      any
      time that such holder elects to use a prospectus, an opinion of counsel to
      the
      Company to the effect that the Registration Statement containing such prospectus
      has been declared effective and that no stop order is in effect.

     

    3.1.10.       Earnings
      Statement. The Company shall comply with all applicable rules and regulations
      of
      the Commission and the Securities Act, and make available to its stockholders,
      as soon as practicable, an earnings statement covering a period of twelve
      (12) months, beginning within three (3) months after the effective
      date of the registration statement, which earnings statement shall satisfy
      the
      provisions of Section 11(a) of the Securities Act and Rule 158
      thereunder.

     

    3.1.11.       
      Listing. The Company shall use its best efforts to cause all Registrable
      Securities included in any registration to be listed on such exchanges or
      otherwise designated for trading in the same manner as similar securities issued
      by the Company are then listed or designated or, if no such similar securities
      are then listed or designated, in a manner satisfactory to the holders of a
      majority of the Registrable Securities included in such
      registration.

     

    3.2       Obligation
      to Suspend Distribution. Upon receipt of any notice from the Company of the
      happening of any event of the kind described in Section 3.1.4(iv), or, in the
      case of a resale registration on Form S-3 pursuant to Section 2.4 hereof, upon
      any suspension by the Company, pursuant to a written insider trading compliance
      program adopted by the Company’s Board of Directors, of the ability of all
“insiders” covered by such program to transact in the Company’s securities
      because of the existence of material non-public information, each holder of
      Registrable Securities included in any registration shall immediately
      discontinue disposition of such Registrable Securities pursuant to the
      Registration Statement covering such Registrable Securities until such holder
      receives the supplemented or amended prospectus contemplated by Section
      3.1.4(iv) or the restriction on the ability of “insiders” to transact in
      the Company’s securities is removed, as applicable, and, if so directed by the
      Company, each such holder will deliver to the Company all copies, other than
      permanent file copies then in such holder’s possession, of the most recent
      prospectus covering such Registrable Securities at the time of receipt of such
      notice.

     

    3.3       Registration
      Expenses. The Company shall bear all costs and expenses incurred in connection
      with any Demand Registration pursuant to Section 2.1, any Piggy-Back
      Registration pursuant to Section 2.2, and any registration on Form S-3 effected
      pursuant to Section 2.4, and all expenses incurred in performing or complying
      with its other obligations under this Agreement, whether or not the Registration
      Statement becomes effective, including, without limitation: (i) all
      registration and filing fees; (ii) fees and expenses of compliance with
      securities or “blue sky” laws (including fees and disbursements of counsel in
      connection with blue sky qualifications of the Registrable Securities);
      (iii) printing expenses; (iv) the Company’s internal expenses
      (including, without limitation, all salaries and expenses of its officers and
      employees); (v) the fees and expenses incurred in connection with the
      listing of the Registrable Securities as required by Section 3.1.11;
      (vi) National Association of Securities Dealers, Inc. fees; (vii) fees
      and disbursements of counsel for the Company and fees and expenses for
      independent certified public accountants retained by the Company (including
      the
      expenses or costs associated with the delivery of any opinions or comfort
      letters requested pursuant to Section 3.1.9); (viii) the fees and expenses
      of any special experts retained by the Company in connection with such
      registration and (ix) the fees and expenses of one legal counsel selected
      by the holders of a majority-in-interest of the Registrable Securities included
      in such registration. The Company shall have no obligation to pay any
      underwriting discounts or selling commissions attributable to the Registrable
      Securities being sold by the holders thereof, which underwriting discounts
      or
      selling commissions shall be borne by such holders. Additionally, in an
      underwritten offering, all selling stockholders and the Company shall bear
      the
      expenses of the underwriter pro rata in proportion to the respective amount
      of
      shares each is selling in such offering.

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

     

    3.4      
      Information. The holders of Registrable Securities shall provide such
      information as may reasonably be requested by the Company, or the managing
      Underwriter, if any, in connection with the preparation of any Registration
      Statement, including amendments and supplements thereto, in order to effect
      the
      registration of any Registrable Securities under the Securities Act pursuant
      to
      Section 2 and in connection with the Company’s obligation to comply with federal
      and applicable state securities laws.

     

    
      	 	
              4.

            	
              INDEMNIFICATION
                AND CONTRIBUTION.

            


    

     

    4.1       Indemnification
      by the Company. The Company agrees to indemnify and hold harmless each Investor
      and each other holder of Registrable Securities, and each of their respective
      officers, employees, affiliates, directors, partners, members, attorneys and
      agents, and each person, if any, who controls an Investor and each other holder
      of Registrable Securities (within the meaning of Section 15 of the Securities
      Act or Section 20 of the Exchange Act) (each, an “INVESTOR INDEMNIFIED
      PARTY”), from and against any expenses, losses, judgments, claims, damages or
      liabilities, whether joint or several, arising out of or based upon any untrue
      statement (or allegedly untrue statement) of a material fact contained in
      any Registration Statement under which the sale of such Registrable Securities
      was registered under the Securities Act, any preliminary prospectus, final
      prospectus or summary prospectus contained in the Registration Statement, or
      any
      amendment or supplement to such Registration Statement, or arising out of or
      based upon any omission (or alleged omission) to state a material fact
      required to be stated therein or necessary to make the statements therein not
      misleading, or any violation by the Company of the Securities Act or any rule
      or
      regulation promulgated thereunder applicable to the Company and relating to
      action or inaction required of the Company in connection with any such
      registration; and the Company shall promptly reimburse the Investor Indemnified
      Party for any legal and any other expenses reasonably incurred by such Investor
      Indemnified Party in connection with investigating and defending any such
      expense, loss, judgment, claim, damage, liability or action; provided, however,
      that the Company will not be liable in any such case to the extent that any
      such
      expense, loss, claim, damage or liability arises out of or is based upon any
      untrue statement or allegedly untrue statement or omission or alleged omission
      made in such Registration Statement, preliminary prospectus, final prospectus,
      or summary prospectus, or any such amendment or supplement, in reliance upon
      and
      in conformity with information furnished to the Company, in writing, by such
      selling holder expressly for use therein. The Company also shall indemnify
      any
      Underwriter of the Registrable Securities, their officers, affiliates,
      directors, partners, members and agents and each person who controls such
      Underwriter on substantially the same basis as that of the indemnification
      provided above in this Section 4.1.

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

     

    4.2       Indemnification
      by Holders of Registrable Securities. Each selling holder of Registrable
      Securities will, in the event that any registration is being effected under
      the
      Securities Act pursuant to this Agreement of any Registrable Securities held
      by
      such selling holder, indemnify and hold harmless the Company, each of its
      directors and officers and each underwriter (if any), and each other selling
      holder and each other person, if any, who controls another selling holder or
      such underwriter within the meaning of the Securities Act, against any losses,
      claims, judgments, damages or liabilities, whether joint or several, insofar
      as
      such losses, claims, judgments, damages or liabilities (or actions in respect
      thereof) arise out of or are based upon any untrue statement or allegedly
      untrue statement of a material fact contained in any Registration Statement
      under which the sale of such Registrable Securities was registered under the
      Securities Act, any preliminary prospectus, final prospectus or summary
      prospectus contained in the Registration Statement, or any amendment or
      supplement to the Registration Statement, or arise out of or are based upon
      any
      omission or the alleged omission to state a material fact required to be stated
      therein or necessary to make the statement therein not misleading, if the
      statement or omission was made in reliance upon and in conformity with
      information furnished in writing to the Company by such selling holder expressly
      for use therein, and shall reimburse the Company, its directors and officers,
      and each other selling holder or controlling person for any legal or other
      expenses reasonably incurred by any of them in connection with investigation
      or
      defending any such loss, claim, damage, liability or action. Each selling
      holder’s indemnification obligations hereunder shall be several and not joint
      and shall be limited to the amount of any net proceeds actually received by
      such
      selling holder.

     

    4.3       Conduct
      of Indemnification Proceedings. Promptly after receipt by any person of any
      notice of any loss, claim, damage or liability or any action in respect of
      which
      indemnity may be sought pursuant to Section 4.1 or 4.2, such person (the
“INDEMNIFIED PARTY”) shall, if a claim in respect thereof is to be made
      against any other person for indemnification hereunder, notify such other person
      (the “INDEMNIFYING PARTY”) in writing of the loss, claim, judgment, damage,
      liability or action; provided, however, that the failure by the Indemnified
      Party to notify the Indemnifying Party shall not relieve the Indemnifying Party
      from any liability which the Indemnifying Party may have to such Indemnified
      Party hereunder, except and solely to the extent the Indemnifying Party is
      actually prejudiced by such failure. If the Indemnified Party is seeking
      indemnification with respect to any claim or action brought against the
      Indemnified Party, then the Indemnifying Party shall be entitled to participate
      in such claim or action, and, to the extent that it wishes, jointly with all
      other Indemnifying Parties, to assume control of the defense thereof with
      counsel satisfactory to the Indemnified Party. After notice from the
      Indemnifying Party to the Indemnified Party of its election to assume control
      of
      the defense of such claim or action, the Indemnifying Party shall not be liable
      to the Indemnified Party for any legal or other expenses subsequently incurred
      by the Indemnified Party in connection with the defense thereof other than
      reasonable costs of investigation; provided, however, that in any action in
      which both the Indemnified Party and the Indemnifying Party are named as
      defendants, the Indemnified Party shall have the right to employ separate
      counsel (but no more than one such separate counsel) to represent the
      Indemnified Party and its controlling persons who may be subject to liability
      arising out of any claim in respect of which indemnity may be sought by the
      Indemnified Party against the Indemnifying Party, with the fees and expenses
      of
      such counsel to be paid by such Indemnifying Party if, based upon the written
      opinion of counsel of such Indemnified Party, representation of both parties
      by
      the same counsel would be inappropriate due to actual or potential differing
      interests between them. No Indemnifying Party shall, without the prior written
      consent of the Indemnified Party, consent to entry of judgment or effect any
      settlement of any claim or pending or threatened proceeding in respect of which
      the Indemnified Party is or could have been a party and indemnity could have
      been sought hereunder by such Indemnified Party, unless such judgment or
      settlement includes an unconditional release of such Indemnified Party from
      all
      liability arising out of such claim or proceeding.

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

     

    
      	 	
              4.4

            	
              Contribution.

            


    

     

    4.4.1.       If
      the indemnification provided for in the foregoing Sections 4.1, 4.2 and 4.3
      is
      unavailable to any Indemnified Party in respect of any loss, claim, damage,
      liability or action referred to herein, then each such Indemnifying Party,
      in
      lieu of indemnifying such Indemnified Party, shall contribute to the amount
      paid
      or payable by such Indemnified Party as a result of such loss, claim, damage,
      liability or action in such proportion as is appropriate to reflect the relative
      fault of the Indemnified Parties and the Indemnifying Parties in connection
      with
      the actions or omissions which resulted in such loss, claim, damage, liability
      or action, as well as any other relevant equitable considerations. The relative
      fault of any Indemnified Party and any Indemnifying Party shall be determined
      by
      reference to, among other things, whether the untrue or alleged untrue statement
      of a material fact or the omission or alleged omission to state a material
      fact
      relates to information supplied by such Indemnified Party or such Indemnifying
      Party and the parties’ relative intent, knowledge, access to information and
      opportunity to correct or prevent such statement or omission.

     

    4.4.2.       The
      parties hereto agree that it would not be just and equitable if contribution
      pursuant to this Section 4.4 were determined by pro rata allocation or by any
      other method of allocation which does not take account of the equitable
      considerations referred to in the immediately preceding Section.

     

    4.4.3.       The
      amount paid or payable by an Indemnified Party as a result of any loss, claim,
      damage, liability or action referred to in the immediately preceding paragraph
      shall be deemed to include, subject to the limitations set forth above, any
      legal or other expenses incurred by such Indemnified Party in connection with
      investigating or defending any such action or claim. Notwithstanding the
      provisions of this Section 4.4, no holder of Registrable Securities shall be
      required to contribute any amount in excess of the dollar amount of the net
      proceeds (after payment of any underwriting fees, discounts, commissions or
      taxes) actually received by such holder from the sale of Registrable
      Securities which gave rise to such contribution obligation. No person guilty
      of
      fraudulent misrepresentation (within the meaning of Section 11(f) of the
      Securities Act) shall be entitled to contribution from any person who was
      not guilty of such fraudulent misrepresentation.

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

     

    
      	 	
              5.

            	
              UNDERWRITING
                AND DISTRIBUTION.

            


    

     

    5.1       Rule
      144. The Company covenants that it shall file any reports required to be filed
      by it under the Securities Act and the Exchange Act and shall take such further
      action as the holders of Registrable Securities may reasonably request, all
      to
      the extent required from time to time to enable such holders to sell Registrable
      Securities without registration under the Securities Act within the limitation
      of the exemptions provided by Rule 144 under the Securities Act, as such Rules
      may be amended from time to time, or any similar Rule or regulation hereafter
      adopted by the Commission.

     

    
      	 	
              6.

            	
              MISCELLANEOUS.

            


    

     

    6.1       Other
      Registration Rights. Except with respect to those securities issued or issuable
      upon exercise of that certain Unit Purchase Option to be issued to
      EarlyBirdCapital, Inc. or its designees in connection with the Company’s initial
      public offering in _________ 2006, the Company represents and warrants that
      no
      person, other than a holder of the Registrable Securities, has any right to
      require the Company to register any shares of the Company’s capital stock for
      sale or to include shares of the Company’s capital stock in any registration
      filed by the Company for the sale of shares of capital stock for its own account
      or for the account of any other person.

     

    6.2       Assignment;
      No Third Party Beneficiaries. This Agreement and the rights, duties and
      obligations of the Company hereunder may not be assigned or delegated by the
      Company in whole or in part. This Agreement and the rights, duties and
      obligations of the holders of Registrable Securities hereunder may be freely
      assigned or delegated by such holder of Registrable Securities in conjunction
      with and to the extent of any transfer of Registrable Securities by any such
      holder. This Agreement and the provisions hereof shall be binding upon and
      shall
      inure to the benefit of each of the parties, to EarlyBirdCapital, Inc. and
      their
      respective successors and the permitted assigns of the Investor or holder of
      Registrable Securities or of any assignee of the Investor or holder of
      Registrable Securities. This Agreement is not intended to confer any rights
      or
      benefits on any persons that are not party hereto other than as expressly set
      forth in Article 4 and this Section 6.2.

     

    6.3       Notices.
      All notices, demands, requests, consents, approvals or other communications
      (collectively, “NOTICES”) required or permitted to be given hereunder or
      which are given with respect to this Agreement shall be in writing and shall
      be
      personally served, delivered by reputable air courier service with charges
      prepaid, or transmitted by hand delivery, telegram, telex or facsimile,
      addressed as set forth below, or to such other address as such party shall
      have
      specified most recently by written notice. Notice shall be deemed given on
      the
      date of service or transmission if personally served or transmitted by telegram,
      telex or facsimile; provided, that if such service or transmission is not on
      a
      business day or is after normal business hours, then such notice shall be deemed
      given on the next business day. Notice otherwise sent as provided herein shall
      be deemed given on the next business day following timely delivery of such
      notice to a reputable air courier service with an order for next-day
      delivery.

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

     

    To
      the
      Company:

     

    Fortissimo
      Acquisition Corp.

    14
      Hamelacha Street 

    Park
      Afek, Rosh Ha’ayin 48091 Israel 

    Attn:
      Chairman

    


    with
      a
      copy to:

     

    Proskauer
      Rose LLP 

    1585
      Broadway

    New
      York,
      NY 10036

    Attn:
      Brian B. Margolis, Esq.

    


    To
      an
      Investor, to:

     

    [Name
      of
      Investor]

    c/o
      Fortissimo Acquisition Corp.

    14
      Hamelacha Street 

    Park
      Afek, Rosh Ha’ayin 48091 Israel 

    


    with
      a
      copy to:

     

    Proskauer
      Rose LLP 

    1585
      Broadway

    New
      York,
      NY 10036

    Attn:
      Brian B. Margolis, Esq.

    


    6.4       Severability.
      This Agreement shall be deemed severable, and the invalidity or unenforceability
      of any term or provision hereof shall not affect the validity or enforceability
      of this Agreement or of any other term or provision hereof. Furthermore, in
      lieu
      of any such invalid or unenforceable term or provision, the parties hereto
      intend that there shall be added as a part of this Agreement a provision as
      similar in terms to such invalid or unenforceable provision as may be possible
      that is valid and enforceable.

     

    6.5       Counterparts.
      This Agreement may be executed in multiple counterparts, each of which shall
      be
      deemed an original, and all of which taken together shall constitute one and
      the
      same instrument.

     

    6.6       Entire
      Agreement. This Agreement (including all agreements entered into pursuant hereto
      and all certificates and instruments delivered pursuant hereto and
      thereto) constitute the entire agreement of the parties with respect to the
      subject matter hereof and supersede all prior and contemporaneous agreements,
      representations, understandings, negotiations and discussions between the
      parties, whether oral or written.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    6.7       Modifications
      and Amendments. No amendment, modification or termination of this Agreement
      shall be binding upon any party unless executed in writing by such party.
      Notwithstanding the foregoing, any and all parties must obtain the written
      consent of EarlyBirdCapital, Inc. to amend or modify this
      Agreement.

    


    6.8       Titles
      and Headings. Titles and headings of sections of this Agreement are for
      convenience only and shall not affect the construction of any provision of
      this
      Agreement.

    


    6.9       Waivers
      and Extensions. Any party to this Agreement may waive any right, breach or
      default which such party has the right to waive, provided that such waiver
      will
      not be effective against the waiving party unless it is in writing, is signed
      by
      such party, and specifically refers to this Agreement. Waivers may be made
      in
      advance or after the right waived has arisen or the breach or default waived
      has
      occurred. Any waiver may be conditional. No waiver of any breach of any
      agreement or provision herein contained shall be deemed a waiver of any
      preceding or succeeding breach thereof nor of any other agreement or provision
      herein contained. No waiver or extension of time for performance of any
      obligations or acts shall be deemed a waiver or extension of the time for
      performance of any other obligations or acts.

    


    6.10       Remedies
      Cumulative. In the event that the Company fails to observe or perform any
      covenant or agreement to be observed or performed under this Agreement, the
      Investor or any other holder of Registrable Securities may proceed to protect
      and enforce its rights by suit in equity or action at law, whether for specific
      performance of any term contained in this Agreement or for an injunction against
      the breach of any such term or in aid of the exercise of any power granted
      in
      this Agreement or to enforce any other legal or equitable right, or to take
      any
      one or more of such actions, without being required to post a bond. None of
      the
      rights, powers or remedies conferred under this Agreement shall be mutually
      exclusive, and each such right, power or remedy shall be cumulative and in
      addition to any other right, power or remedy, whether conferred by this
      Agreement or now or hereafter available at law, in equity, by statute or
      otherwise.

    


    6.11       Governing
      Law. This 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.

    


    6.12       Waiver
      of Trial by Jury. Each party hereby irrevocably and unconditionally waives
      the
      right to a trial by jury in any action, suit, counterclaim or other proceeding
      (whether based on contract, tort or otherwise) arising out of, connected
      with or relating to this Agreement, the transactions contemplated hereby, or
      the
      actions of the Investor in the negotiation, administration, performance or
      enforcement hereof.

    


    [REMAINDER
      OF PAGE INTENTIONALLY LEFT BLANK]

     


    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the parties have caused this Registration Rights Agreement
      to
      be executed and delivered by their duly authorized representatives as of the
      date first written above. 

    


     

    FORTISSIMO
      ACQUISITION CORP.

     

    By:    
                        

    Name:                       
      

    Title:                                                        
      

     

    


     

    INITIAL
      STOCKHOLDERS:

     

    Fortissimo
      Capital Fund GP, L.P

    By:   
                                                           
      

    Name:                                                     
      

    Title:                                                        
      

     

    


     

      
           

    Michael
      Chill

     

    
        
           

      Yair
        Seroussi

    

     

    
      
        
        

      

      
        17