SUBSCRIPTION
      AGREEMENT

    


    As
      of
      January 31, 2006

    


     

    To
      the
      Board of Directors of

    Fortissimo
      Acquisition Corp.

    


    Gentlemen:

    


    The
      undersigned, Fortissimo Capital Fund GP, L.P., hereby subscribes for and agrees
      to purchase 333,334 units (“Insider Units”), each consisting of one share of
      common stock and two warrants, each to purchase one share of common stock,
      of
      Fortissimo Acquisition Corp. (the “Corporation”), at $6.00 per Insider Unit for
      an aggregate purchase price of $2,000,004 (the “Purchase Price”). The purchase
      and issuance of the Insider Units shall occur simultaneously with the
      consummation of the Corporation’s initial public offering of securities (“IPO”).
      The Insider Units will be sold to the undersigned on a private placement basis
      and not as part of the IPO.

    


    At
      least
      24 hours prior to the effective date of the registration statement filed in
      connection with the IPO (“Registration Statement”), the undersigned shall
      deliver the Purchase Price to Proskauer Rose LLP to hold until the Corporation
      consummates the IPO. Simultaneously with the consummation of the IPO, Proskauer
      Rose LLP shall deposit the Purchase Price into the trust fund (“Trust Fund”)
      established by the Corporation for the benefit of the Corporation’s public
      stockholders as described in the Corporation’s Registration Statement, pursuant
      to the terms of an Investment Management Trust Agreement to be entered into
      between the Corporation and Continental Stock Transfer & Trust Company. In
      the event that the IPO is not consummated, Proskauer Rose LLP shall return
      the
      Purchase Price to the undersigned, without interest or deduction.

    


    The
      undersigned represents and warrants that it has been advised that the Insider
      Units have not been registered under the Securities Act; that it is acquiring
      the Insider Units for its account for investment purposes only; that it has
      no
      present intention of selling or otherwise disposing of the Insider Units in
      violation of the securities laws of the United States; that it is an “accredited
      investor” as defined by Rule 501 of Regulation D promulgated under the
      Securities Act of 1933, as amended (the “Securities Act”); and that it is
      familiar with the proposed business, management, financial condition and affairs
      of the Corporation.

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    Moreover,
      the undersigned agrees that it shall not sell or transfer the Insider Units
      or
      any underlying securities (collectively, “Insider Securities”) until after the
      Corporation consummates a merger, capital stock exchange, asset acquisition
      or
      other similar business combination with an operating business (“Business
      Combination”) and acknowledges that the certificates for such Insider Units
      shall contain a legend indicating such restriction on transferability.
      Additionally, the undersigned hereby waives, with respect to the Insider
      Securities, any and all right, title, interest or claim of any kind (“Claim”) in
      or to any distribution of the Trust Fund and any remaining net assets of the
      Corporation as a result of the liquidation of the Company 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. 

    
       

    

    At
      any
      time and from time to time, with respect to any warrants underlying the Insider
      Units, so long as such warrants are held by FCF or its affiliates, the holder
      of
      such warrants may pay the exercise price by surrendering its warrants for that
      number of shares of common stock equal to the quotient obtained by dividing
      (x)
      the product of the number of shares of common Stock underlying the warrants,
      multiplied by the difference between the exercise price of the warrants and
      the
“Fair Market Value” (defined below) by (y) the Fair Market Value. The “Fair
      Market Value” shall mean the average reported last sale price of the common
      stock for the five trading days ending on the trading day prior to the date
      on
      which the warrants are exercised.

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


     

    Very
      truly yours,

    


    FORTISSIMO
      CAPITAL FUND GP, L.P.

    


    


    By:
      /s/
      Yuval Cohen        
Name:
      Yuval Cohen
Title:
      Managing Partner

    


     

    Agreed
      To
      and Accepted By:

    


    FORTISSIMO
      ACQUISITION CORP.

    


    


    By:
      /s/
      Yuval Cohen        
Name:
      Yuval Cohen
Title:
      Chairman of the Board
      and
          Chief
      Executive Officer

    


    


    PROSKAUER
      ROSE LLP

    


    


    By:
      /s/
      Brian B. Margolis    

    Name:
      Brian B. Margolis

    Title:
      Partner