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 stockholder and special advisor 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 11 hereof): 

      


      
        	 	
                1.

              	
                If
                  the Company solicits approval of its stockholders of a Business
                  Combination, the undersigned will vote all Insider Shares owned
                  by him 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 owned by him 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.

              	
                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 the consummation of the Business Combination. 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.

              


      

      
        	 	
                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 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.

              


      

      
        	 	
                7.

              	
                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:


              


      

      
         

        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        Fortissimo
          Acquisition Corp.

        EarlyBirdCapital,
          Inc.

        January
          31, 2006

      

       

      
        	 	
                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.

              


      

      
        	 	
                8.

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

              


      

      
        	 	
                9.

              	
                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.


              


      

      
        	 	
                10.

              	
                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.

              


      

      
        	 	
                11.

              	
                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


      


      


      /s/
        Yair Seroussi

      Yair
        Seroussi

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      EXHIBIT
        A

      


      INSIDER
        BIOGRAPHY (AS INCLUDED IN S-1)

      


      


      Yair
        Seroussi is
        currently the Managing Director of Amdeal Holdings Ltd., an entity acting
        as the
        advisory director of Morgan Stanley in charge of its activities in Israel,
        a
        position he has held since 1993. Mr. Seroussi serves as a director of the
        following companies: DSP Group, Inc., a fabless semiconductor company traded
        on
        Nasdaq; Israel Corp., an Israeli holding company traded on the The Tel Aviv
        Stock Exchange; Aspen Real Estate, a real estate company traded on the The
        Tel
        Aviv Stock Exchange; and Frutarom Industries, a multinational flavor and
        fragrance company traded on the London and Tel Aviv stock exchange. Since
        2002,
        Mr. Seroussi also has served as Chairman of Eyal Microwave, a privately-held
        designer and manufacturer of microwave applications. Mr. Seroussi is also
        Chairman
        of the Investment Committee of Mivtachim Pension & Provident fund (Israel’s
        largest pension fund) and serves on
        the
        Board of Governors of the Hebrew University. During the 1980’s and up until
        1992, Mr. Seroussi served in senior positions in the Israeli Ministry of
        Finance. During the 1980’s, he served as a member of Israel’s Office of the
        Chief Scientist and the Investment Center of the Ministry of Industry, Trade
        and
        Labor. Mr. Seroussi received a BA in Economics and Political Science from
        Hebrew
        University.

       

      



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      


      


      EXHIBIT
        B

      


      INSIDER
        D&O QUESTIONNAIRE