SPECIMEN
      WARRANT CERTIFICATE

    


    FORTISSIMO
      ACQUISITION CORP.

    


    (SEE
      REVERSE SIDE FOR LEGEND)

    


    
      	
              NUMBER

            	 	
              [                       ]
                WARRANTS

            
	
              ________-

            	 	 


    

    


    (THIS
      WARRANT WILL BE VOID IF NOT EXERCISED PRIOR TO 5:00 P.M. NEW YORK CITY TIME,
      

    __________,
      2010)

    


    CUSIP
      [      ]

    WARRANT

    


    THIS
      CERTIFIES THAT, for value received

    


    _____________________________________is
      the registered holder of a Warrant or Warrants expiring ________, 2010 (the
      "Warrant") to purchase one fully paid and non-assessable share of Common Stock,
      par value $.0001 per share ("Shares"), of FORTISSIMO ACQUISITION CORP. a
      Delaware corporation (the "Company"), for each Warrant evidenced by this Warrant
      Certificate. The Warrant entitles the holder thereof to purchase from the
      Company, commencing on the later of (i) the Company's completion of a merger,
      capital stock exchange, asset acquisition or other similar business combination
      and (ii) ______________, 2007, such number of Shares of the Company at the
      price
      of $5.00 per share, upon surrender of this Warrant Certificate and payment
      of
      the Warrant Price at the office or agency of the Warrant Agent, American
      Stock Transfer & Trust Company, but only subject to the conditions set forth
      herein and in the Warrant Agreement between the Company and American Stock
      Transfer & Trust Company. The
      Company shall not be obligated to deliver any securities pursuant to the
      exercise of a Warrant and shall have no obligation to settle a Warrant exercise
      unless a registration statement under the Securities Act of 1933, as amended,
      (the “Act”) with respect to the Common Stock is effective, subject to the
      Company satisfying its obligations under Section 7.4 of the Warrant
      Agreement to use its best efforts. In the event that a registration statement
      with respect to the Common Stock underlying a Warrant is not effective under
      the
      Act, the holder of such Warrant shall not be entitled to exercise such Warrant
      and such Warrant may have no value and expire worthless. In no event will the
      Company be required to net cash settle the warrant exercise. The
      Warrant Agreement provides that upon the occurrence of certain events the
      Warrant Price and the number of Warrant Shares purchasable hereunder, set forth
      on the face hereof, may, subject to certain conditions, be adjusted. The term
      Warrant Price as used in this Warrant Certificate refers to the price per Share
      at which Shares may be purchased at the time the Warrant is
      exercised.

    


    No
      fraction of a Share will be issued upon any exercise of a Warrant. If the holder
      of a Warrant would be entitled to receive a fraction of a Share upon any
      exercise of a Warrant, the Company shall, upon such exercise, round up to the
      nearest whole number the number of Shares to be issued to such holder.


    


    Upon
      any
      exercise of the Warrant for less than the total number of full Shares provided
      for herein, there shall be issued to the registered holder hereof or the
      registered holder's assignee a new Warrant Certificate covering the number
      of
      Shares for which the Warrant has not been exercised.

    


    Warrant
      Certificates, when surrendered at the office or agency of the Warrant Agent
      by
      the registered holder hereof in person or by attorney duly authorized in
      writing, may be exchanged in the manner and subject to the limitations provided
      in the Warrant Agreement, but without payment of any service charge, for another
      Warrant Certificate or Warrant Certificates of like tenor and evidencing in
      the
      aggregate a like number of Warrants.

    


    Upon
      due
      presentment for registration of transfer of the Warrant Certificate at the
      office or agency of the Warrant Agent, a new Warrant Certificate or Warrant
      Certificates of like tenor and evidencing in the aggregate a like number of
      Warrants shall be issued to the transferee in exchange for this Warrant
      Certificate, subject to the limitations provided in the Warrant Agreement,
      without charge except for any applicable tax or other governmental
      charge.

    


    The
      Company and the Warrant Agent may deem and treat the registered holder as the
      absolute owner of this Warrant Certificate (notwithstanding any notation of
      ownership or other writing hereon made by anyone), for the purpose of any
      exercise hereof, of any distribution to the registered holder, and for all
      other
      purposes, and neither the Company nor the Warrant Agent shall be affected by
      any
      notice to the contrary.

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    This
      Warrant does not entitle the registered holder to any of the rights of a
      stockholder of the Company.

    


    The
      Company reserves the right to call the Warrant at any time prior to its
      exercise, with the prior consent of EarlyBirdCapital, Inc., with a notice of
      call in writing to the holders of record of the Warrant, giving 30 days’ notice
      of such
      call at any time while the Warrant is exercisable if the last sale price of
      the Shares has been at least $8.50 per share on each of 20 trading days within
      any 30 trading day period ending on the third business day prior to the date
      on
      which notice of such call is given. The call price of the Warrants is to be
      $.01
      per Warrant. Any Warrant either not exercised or tendered back to the Company
      by
      the end of the date specified in the notice of call shall be canceled on the
      books of the Company and have no further value except for the $.01 call
      price.

     

    
      In
        the
        event the Company calls the Warrants for redemption, the Company shall have
        the
        ability to determine whether holders of those Warrants shall be required
        to pay
        the Warrant Price in cash or whether they shall be required to exercise the
        Warrants on a cashless basis. If the Company requires holders of the Warrants
        to
        exercise the Warrants on a cashless basis, the holder of such Warrants shall
        pay
        the Warrant Price by surrendering such 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 Warrant Price of the Warrants and the “redemption fair
        market value” (defined below) by (y) the redemption fair market value. The
“redemption fair market value” shall mean the average reported last sale price
        of the common stock for the ten trading days ending on the third trading
        day
        prior to the date on which the notice of redemption is sent to holders of
        the
        Warrants.



    By

    


    
      	
              __________________________

            	 	
              ____________________________

            
	
              Secretary

            	 	
              Chairman
                of the Board

            


    

    


    
 


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    SUBSCRIPTION
      FORM

    


    To
      Be
      Executed by the Registered Holder in Order to Exercise Warrants

    


    The
      undersigned Registered Holder irrevocably elects to exercise ______________
      Warrants represented by this Warrant Certificate, and to purchase the shares
      of
      Common Stock issuable upon the exercise of such Warrants, and requests that
      Certificates for such shares shall be issued in the name of 

    ________________________________________________

    (PLEASE
      TYPE OR PRINT NAME AND ADDRESS)

    


    ________________________________________________

    


    ________________________________________________

    


    ________________________________________________

    (SOCIAL
      SECURITY OR TAX IDENTIFICATION NUMBER)

    


    and
      be
      delivered to

    


    ________________________________________________

    (PLEASE
      PRINT OR TYPE NAME AND ADDRESS)

    ________________________________________________

    


    ________________________________________________

    


    ________________________________________________

    


    and,
      if
      such number of Warrants shall not be all the Warrants evidenced by this Warrant
      Certificate, that a new Warrant Certificate for the balance of such Warrants
      be
      registered in the name of, and delivered to, the Registered Holder at the
      address stated below:

    


    Dated:

    ________________________________________________

    (SIGNATURE)

    


    ________________________________________________

    (ADDRESS)

    ________________________________________________

    


    ________________________________________________

    (TAX
      IDENTIFICATION NUMBER)

    


    


    ASSIGNMENT

    To
      Be
      Executed by the Registered Holder in Order to Assign Warrants

    


    For
      Value
      Received, __________________ hereby sell, assign, and transfer unto

    


    ________________________________________________

    (PLEASE
      TYPE OR PRINT NAME AND ADDRESS)

    ________________________________________________

    


    ________________________________________________

    


    ________________________________________________

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    ________________________________________________

    (SOCIAL
      SECURITY OR TAX IDENTIFICATION NUMBER)

    


    and
      be
      delivered to

    ________________________________________________

    (PLEASE
      PRINT OR TYPE NAME AND ADDRESS)

    


    ________________________________________________

    


    ______________________
      of the Warrants represented by this Warrant Certificate,

    and
      hereby irrevocably constitute and appoint _________________________________
      Attorney to transfer this Warrant Certificate on the books of the Company,
      with
      full power of substitution in the premises.

    


    Dated:

    ________________________________________________

    (SIGNATURE)

    


    THE
      SIGNATURE TO THE ASSIGNMENT OF THE SUBSCRIPTION FORM MUST CORRESPOND TO THE
      NAME
      WRITTEN UPON THE FACE OF THIS WARRANT CERTIFICATE IN EVERY PARTICULAR, WITHOUT
      ALTERATION OR ENLARGEMENT OR ANY CHANGE WHATSOEVER, AND MUST BE GUARANTEED
      BY A
      COMMERCIAL BANK OR TRUST COMPANY OR A MEMBER FIRM OF THE AMERICAN STOCK
      EXCHANGE, NEW YORK STOCK EXCHANGE, PACIFIC STOCK EXCHANGE OR CHICAGO STOCK
      EXCHANGE.