Unassociated Document


     

    Exhibit
      10.4

    

      ESCROW
        AGREEMENT

       

      


      This
        Escrow Agreement (the “Agreement”)
        is
        entered into as of [Closing Date], by and among Fortissimo Acquisition Corp.,
        a
        Delaware corporation (“Parent”),
        Justin Booth-Clibborn (the “Stockholders’
        Representative”)
        and
        American Stock Transfer & Trust Company (the “Escrow
        Agent”).
        Capitalized terms used and not otherwise defined herein shall have the
        respective meanings assigned to them in the Merger Agreement referred to
        below.

       

      WHEREAS,
        Parent, FAC Acquisition Sub Corp., a New York corporation and a
        wholly-owned subsidiary
        of Parent (“Merger
        Sub”),
        Psyop, Inc., a New York corporation (the “Company”),
        Psyop
        Services, LLC, a New York limited liability company, Justin Booth-Clibborn,
        Hejung Marie Hyon, Justin Lane, Kylie Matulick, Eben Mears, Robert Todd Mueller,
        Samuel Selinger, Marco Spier and Christopher Staves (collectively, the
“Stockholders”)
        and
        the Stockholders’ Representative have entered into an Agreement and Plan of
        Merger and Interests Purchase Agreement dated January 15, 2008 (the
“Merger
        Agreement”);

       

       

      WHEREAS,
        the Merger Agreement provides that escrow accounts will be established to
        secure
        (i) the indemnification obligations of the Stockholders to Parent pursuant
        to
        Article IX of the Merger Agreement (the “Indemnification
        Escrow”)
        and
        (ii) the Stock Contingent Consideration that will vest pursuant to the
        provisions of Exhibit A of the Merger Agreement (the “Restricted
        Stock Escrow”);
        and

       

      WHEREAS,
        the parties hereto desire to establish the terms and conditions pursuant
        to
        which such escrow account will be established and maintained;

       

      NOW,
        THEREFORE, the parties hereto hereby agree as follows:

       

      1.  Agreement
        of Company Stockholders.
        The
        Stockholders have, by virtue of their execution of the Merger Agreement,
        agreed
        to: (a) the establishment of the Indemnification Escrow and the Restricted
        Stock Escrow, (b) the appointment of the Stockholders’ Representative as their
        representative for purposes of this Agreement and as attorney-in-fact and
        agent
        for and on behalf of each Stockholder, and the taking by the Stockholders’
Representative of any and all actions and the making of any decisions required
        or permitted to be taken or made by it under this Agreement and (c) all of
        the other terms, conditions and limitations in this Agreement.

       

      2.  Escrow.

       

      (a)  Indemnification
        Stock Escrow.
        On
        the
        Closing Date, and simultaneously with
        the
        execution of this Agreement, Parent has deposited with the Escrow Agent,
        on
        behalf of the Stockholders, one or more certificates representing the Stock
        Escrow Amount, issued in the name of a nominee appointed by the Stockholders’
Representative. The Escrow Agent hereby acknowledges receipt of such stock
        certificate or certificates. The shares deposited with the Escrow Agent pursuant
        to the first sentence of this Section 2(a) are referred to herein as the
“Indemnification
        Escrow Shares.”
The
        Escrow Agent agrees to hold the Indemnification Escrow Shares in an escrow
        account (the “Indemnification
        Escrow Account”),
        subject to the terms and conditions of this Agreement. The nominee, if any,
        appointed by the Stockholders’ Representative, shall deliver to the Escrow Agent
        stock powers executed in blank for use, if necessary, with respect to the
        Indemnification Escrow Shares and the Restricted Escrow Shares referred to
        below.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (b)  Indemnification
        Escrow Fund.
        On the
        Closing Date, and simultaneously with the execution of this Agreement, Parent
        has deposited with the Escrow Agent, on behalf of the Stockholders, by wire
        transfer or delivery of a check of Parent payable to the Escrow Agent, the
        Cash
        Escrow Amount. The Cash Escrow Amount shall be $1,014,008. The Escrow Agent
        hereby acknowledges receipt of such sum. Such sum, together with any interest
        earned thereon, is referred to herein as the “Indemnification
        Escrow Fund.”
The
        Indemnification Escrow Fund shall be invested in accordance with Section
        5
        hereof. The Escrow Agent agrees to hold the Indemnification Escrow Fund in
        the
        Indemnification Escrow Account, subject to the terms and conditions of this
        Agreement.

       

      (c)  Restricted
        Stock Escrow.
        On the
        Closing Date, and simultaneously with the execution of this Agreement, Parent
        has deposited with the Escrow Agent, on behalf of the Stockholders, one or
        more
        certificates representing the Maximum Revenue Contingent Stock and the Maximum
        EBITDA Contingent Stock , issued in the name of a nominee appointed by the
        Stockholders’ Representative. The Escrow Agent hereby acknowledges receipt of
        such stock certificate or certificates. The shares deposited with the Escrow
        Agent pursuant to the first sentence of this Section 2(c) are referred to
        herein as the “Restricted
        Escrow Shares,”
and
        together with the Indemnification Escrow Shares, the “Escrow
        Shares”.
        The
        Escrow Agent agrees to hold the Restricted Escrow Shares in an escrow account
        (the “Restricted
        Escrow Account”),
        subject to the terms and conditions of this Agreement and of the Restricted
        Stock Agreements. 

       

      (d)  Dividends,
        Etc.
        Any
        securities distributed in respect of or in exchange for any of the Escrow
        Shares, whether by way of stock dividends, stock splits or otherwise, shall
        be
        issued in the name of the nominee appointed by the Stockholders’ Representative
        pursuant to Section 2(a), and shall be delivered to the Escrow Agent, who
        shall
        hold such securities in the Indemnification Escrow Account or the Restricted
        Escrow Account, as applicable. Such securities shall be considered Escrow
        Shares
        for purposes hereof. Any cash dividends or property (other than securities)
        distributed in respect of the Escrow Shares shall promptly be distributed
        by
        Parent to the Stockholders. 

       

      (e)  Voting
        of Shares.
        The
        Escrow Agent shall not vote any of the Escrow Shares. The Stockholders’
Representative shall vote the Escrow Shares on behalf of the Stockholders,
        in
        accordance with instructions provided by the Stockholders to the Stockholders’
Representative.

       

      (f)  Transferability.
        The
        respective interests of the Stockholders in the Escrow Shares shall not be
        assignable or transferable, other than by operation of law. Notice of any
        such
        assignment or transfer by operation of law shall be given to the Escrow Agent
        and Parent, and no such assignment or transfer shall be valid until such
        notice
        is given.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      3.  Distribution
        of Indemnification Escrow Shares and Indemnification Escrow Fund.

       

      (a)  If
        Parent
        or any member of the Parent Indemnified Group claims that he, she or it is
        entitled to all or any portion of the Indemnification Escrow Shares or
        Indemnification Escrow Fund resulting from any liabilities or amounts owed
        to
        Parent pursuant to Article IX of the Merger Agreement, Parent shall, prior
        to
        5:00 p.m. (New York time) on the business day before the Indemnification
        Escrow
        Shares Termination Date (defined below) or an Indemnification Escrow Fund
        Distribution (defined below), give written notice of such claim (a “Claim
        Notice”)
        to the
        Stockholders’ Representative with a copy to the Escrow Agent. Each Claim Notice
        shall state the amount claimed to be owed to Parent or Damages claimed (the
        “Claimed
        Amount”)
        and
        the basis for such liability or claim. For purposes of this Agreement, Parent
        shall represent the appropriate member of the Parent Indemnified Group, to
        the
        extent applicable. The Claim Notice shall also specify the number of
        Indemnification Escrow Shares that Parent has calculated having a value equal
        to
        the full Claimed Amount (as computed pursuant to Section 3(m) below).


       

      (b)  Within
        thirty (30) days of receipt by the Stockholders’ Representative of a Claim
        Notice, the Stockholders’ Representative shall provide to the party providing
        the Claim Notice (with a copy to the Escrow Agent) a written response (the
        “Response
        Notice”)
        in
        which the Stockholders’ Representative shall either: (i) agree that (1) the
        number of Indemnification Escrow Shares stated by Parent in the Claim Notice
        as
        having a value equal to the full Claimed Amount or (2) a portion of the
        Indemnification Escrow Fund equal to the full Claimed Amount, as applicable,
        may
        be released from escrow to Parent, (ii) agree that (1) the number of
        Indemnification Escrow Shares stated by Parent in the Claim Notice as having
        a
        value equal to part, but not all, of the Claimed Amount, or (2) a portion
        of the
        Indemnification Escrow Fund equal to part, but not all, of the Claimed Amount,
        may be released from escrow to Parent, or (iii) contest that any or all of
        the
        Indemnification Escrow Shares or Indemnification Escrow Fund, as applicable,
        may
        be released from the escrow to Parent. The Escrow Agent must receive the
        Response Notice by 5:00 p.m. (New York time) on the thirtieth (30th)
        day
        after the Claim Notice had been received. The Escrow Agent shall not honor
        the
        notice after such time. If no Response Notice is delivered to, and received
        by
        the Escrow Agent within such thirty (30) day period, the Stockholders’
Representative shall be deemed to have agreed that (x) the Indemnification
        Escrow Shares having a value equal to all of the Claimed Amount, and/or (y)
        the
        portion of the Indemnification Escrow Fund equal to all of the Claimed Amount,
        may be released to Parent from escrow. Notwithstanding any terms of this
        Agreement to the contrary, no Claim Notice or Response Notice shall be deemed
        to
        have been delivered to the Escrow Agent until it is actually received by
        the
        Escrow Agent at the address set forth in Section 11(e) hereof. 

       

      (c)  If
        the
        Stockholders’ Representative agrees (or is deemed to have agreed) that (i) the
        number of Indemnification Escrow Shares stated by Parent in the Claim Notice
        as
        having a value equal to all of the Claimed Amount or (ii) a portion of the
        Indemnification Escrow Fund equal to all of the Claimed Amount, as applicable,
        may be released from escrow to Parent, the Escrow Agent shall promptly
        thereafter distribute to Parent such number of Indemnification Escrow Shares
        having a value equal to the Claimed Amount (or such lesser number of
        Indemnification Escrow Shares as are then held in escrow) or the portion
        of the
        Indemnification Escrow Fund having a value equal to the Claimed Amount (or
        such
        lesser amount of the Indemnification Escrow Fund then held in escrow), in
        each
        case as applicable. Escrow Agent shall not be responsible for calculating
        any
        such amounts and shall be entitled to rely on written instructions by Parent,
        a
        copy of which shall be provided to the Stockholders’
Representative.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (d)  If
        the
        Stockholders’ Representative agrees that (i) the number of Indemnification
        Escrow Shares stated by Parent in the Claim Notice as having a value equal
        to
        part, but not all, of the Claimed Amount or (ii) a portion of the
        Indemnification Escrow Fund equal to part, but not all, of the Claimed Amount,
        as applicable (the “Partial
        Agreed Amounts”)
        may be
        released from the escrow to Parent, the Escrow Agent promptly shall distribute
        to Parent such number of Indemnification Escrow Shares (or such lesser number
        of
        Indemnification Escrow Shares as is then held in escrow) or the portion of
        the
        Indemnification Escrow Fund having a value equal to the sum of all Partial
        Agreed Amounts (or such lesser amount of the Indemnification Escrow Fund
        then
        held in escrow), as applicable, per a written instruction signed by Parent
        pursuant to Section 3(e), with a copy delivered to the Stockholders’
Representative. 

       

      (e)  If
        the
        Stockholders’ Representative contests the release of (i) the Indemnification
        Escrow Shares having a value equal to all or part of the Claimed Amount or
        (ii)
        the portion of the Indemnification Escrow Fund equal to all or part of the
        Claimed Amount (the “Contested
        Amount”),
        the
        Stockholders’ Representative and Parent shall attempt promptly and in good faith
        to agree upon the rights of the parties with respect to the Contested Amount.
        If
        the parties should so agree, a memorandum setting forth such agreement shall
        be
        prepared and signed by both parties and delivered to the Escrow Agent and,
        if
        such agreement provides that all or a portion of the Contested Amount is
        to be
        paid to a member of the Parent Indemnified Group, the Escrow Agent shall
        promptly distribute to Parent from the escrow (i) an amount of Indemnification
        Escrow Shares having a value equal to the amount so agreed or (ii) a portion
        of
        the Indemnification Escrow Fund equal to the amount so agreed. If no such
        agreement can be reached within 15 days, the matter shall be settled by binding
        arbitration in New York City, New York. Notwithstanding the foregoing, the
        parties may defer arbitration to a mutually agreeable later date. All claims
        shall be settled by a single arbitrator mutually agreeable to Parent and
        the
        Stockholders’ Representative, or if they cannot agree on a single arbitrator in
        20 days, by three arbitrators, in accordance with the Commercial Arbitration
        Rules then in effect of the American Arbitration Association. One of such
        arbitrators shall be chosen by Parent, one shall be chosen by the Stockholders’
Representative and the third shall be chosen by the first two arbitrators
        selected pursuant to this sentence. The Party against whom an award is entered
        shall pay the costs of arbitration and the other Party’s reasonable out of
        pocket costs and expenses, including without limitation, reasonable attorney’s
        fees. The arbitrator’s decision shall relate solely to whether Parent is
        entitled to receive the Contested Amount (or a portion thereof) pursuant
        to the
        applicable terms of the Merger Agreement and this Agreement. The final decision
        of the arbitrator, or a majority of the arbitrators in the case of three
        arbitrators, shall be furnished to the Stockholders’ Representative and Parent
        in writing and shall constitute a conclusive determination of the issue in
        question, binding upon the Stockholders, the Parent and the Parent Indemnified
        Group, and shall not be contested by any of them. Such decision may be used
        in a
        court of law only for the purpose of seeking enforcement of the arbitrator’s
        award. Either the Stockholders’ Representative or the Parent may deliver a
        memorandum to the Escrow Agent setting forth such arbitrator’s decision in
        accordance with the second sentence of this paragraph. The parties hereto
        agree
        that all arbitration proceedings conducted pursuant to this Agreement shall
        be
        held confidential. In no event shall the Escrow Agent be a party to any
        arbitration proceeding.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (f)  After
        delivery of a Response Notice that a portion of the Claimed Amount is contested
        by the Stockholders’ Representative, the Escrow Agent shall continue to hold in
        escrow either (x) an amount of Indemnification Escrow Shares having a value
        sufficient to cover the Contested Amount (up to the amount of Indemnification
        Escrow Shares then available in escrow) or (y) a portion of the Indemnification
        Escrow Fund equal to the Contested Amount (up to the amount of Indemnification
        Escrow Fund then available in escrow) notwithstanding the occurrence of the
        Indemnification Escrow Shares Termination Date or an Indemnification Escrow
        Fund
        Distribution, until (i) delivery of a copy of a settlement agreement executed
        by
        a Parent and the Stockholders’ Representative setting forth instructions to the
        Escrow Agent as to the release of Indemnification Escrow Shares or portion
        of
        the Indemnification Escrow Fund, as applicable, that shall be made with respect
        to the Contested Amount or (ii) delivery of a copy of the final award of
        the
        arbitrator, or a majority of the arbitrators in the case of three arbitrators,
        and the memo referenced in the last sentence of the preceding paragraph setting
        forth instructions to the Escrow Agent as to the release of the Indemnification
        Escrow Shares or portion of the Indemnification Escrow Fund, as applicable,
        that
        shall be made with respect to the Contested Amount. The Escrow Agent shall
        thereupon release the Indemnification Escrow Shares or portion of the
        Indemnification Escrow Fund from escrow (up to the amount of Indemnification
        Escrow Shares or Indemnification Escrow Fund then available in escrow) in
        accordance with such agreement or instructions. 

       

      (g)  Notwithstanding
        the foregoing, if on the Indemnification Escrow Shares Termination Date or
        an
        Indemnification Escrow Fund Distribution, Parent has previously given any
        Claim
        Notices that have not then been resolved, the Escrow Agent shall retain in
        escrow either (i) an amount of Indemnification Escrow Shares having a value
        equal to the aggregate Claimed Amount covered by all such Claim Notices that
        have not then been resolved and/or (ii) a portion of the Indemnification
        Escrow
        Fund equal to the aggregate Claimed Amount covered by all such Claim Notices
        that have not then been resolved, as applicable. Any Indemnification Escrow
        Shares or portion of the Indemnification Escrow Fund retained in escrow pursuant
        to this Section 3(g) shall be disbursed to the relevant Stockholders in
        accordance with the terms of the resolution of any claims relating to any
        of the
        Indemnification Escrow Shares or portion of the Indemnification Escrow Fund
        retained hereunder. 

       

      (h)  Escrow
        Agent shall also be allowed to disburse Indemnification Escrow Funds or
        Indemnification Escrow Shares upon any joint written instructions signed
        by the
        Stockholders’ Representative and Parent.

       

      (i)  Distribution
        Following Indemnification Escrow Shares Termination Date.
        Subject
        to the provisions of Section 3(f) above,
        on the
        one year anniversary of the Closing Date (the “Indemnification
        Escrow Shares Termination Date”),
        the
        Escrow Agent shall distribute to the Stockholders’ Representative, on behalf of
        the Stockholders, all of the Indemnification Escrow Shares then held in escrow
        pursuant to Section 3(k) pursuant to written instruction by Parent and the
        Stockholders’ Representative which clearly states how many shares to send to the
        Stockholders’ Representative. Escrow Agent shall have no duty to determine the
        distribution on the Escrow Termination Date and shall be entitled to rely
        upon
        any calculations set forth in written instruction by Parent and the
        Stockholders’ Representative. The Stockholders’ Representative shall distribute
        any Escrow Shares delivered to him in accordance with the provisions of Section
        3(k) below.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (j)  Disbursements
        from Escrow Fund.
        Except
        for any disbursements pursuant to the preceding provisions of this Section
        3,
        subject to the provisions of Section 3(f) above, Parent and the Stockholders’
Representative shall jointly instruct the Escrow Agent to disburse amounts
        from
        the Indemnification Escrow Fund (an “Indemnification
        Escrow Fund Distribution”)
        within
        five business days after the one year anniversary of the Closing Date (the
        “Termination
        Date”).
        

       

      (k)  Method
        of Indemnification Escrow Share Distribution.
        Any
        distribution of all or a portion of the Indemnification Escrow Shares to
        the
        Stockholders’ Representative, on behalf of the Stockholders, shall be made by
        delivery to the Stockholders’ Representative of stock certificates issued in the
        name of the Stockholders covering such percentage of the Indemnification
        Escrow
        Shares being distributed as is calculated in accordance with the percentages
        set
        forth opposite such Stockholders’ respective names on Attachment A
        hereto.
        The Escrow Agent shall have no responsibility for the shares when the
        Indemnification Escrow Shares are no longer in the Escrow Agent’s possession in
        accordance with this Agreement. Distributions to the Stockholders shall be
        made
by
        the
        Escrow Agent to the Stockholders’
        Representative pursuant to a written instruction by Parent and Stockholders’
Representative, following which the Stockholders’ Representative shall
        distribute stock certificates to the Stockholders at their respective addresses
        shown on Attachment A
        (or such
        other address as may be provided in writing to the Escrow Agent by any such
        Stockholder). No fractional Indemnification Escrow Shares shall be distributed
        to Stockholders pursuant to this Agreement. Instead, the number of shares
        that
        each Stockholder shall receive shall be rounded up or down to the nearest
        whole
        number (provided that the Stockholders’ Representative shall have the authority
        to effect such rounding in such a manner that the total number of whole
        Indemnification Escrow Shares to be distributed equals the number of
        Indemnification Escrow Shares then being distributed).

       

      (l)  Method
        of Indemnification Escrow Fund Disbursement.
        Any
        disbursement of all or a portion of the Indemnification Escrow Fund to the
        Stockholders shall be made in accordance with the percentages set forth opposite
        such holders’ respective names on Attachment A
        hereto.
        Disbursements to the Stockholders shall be made by the Escrow Agent to the
        Stockholders’ Representative for distribution to the Stockholders at their
        respective addresses shown on Attachment A
        (or such
        other address as may be provided in writing to the Escrow Agent by any
        such
        holder).

       

      (m)  Valuation
        of Indemnification Escrow Shares.
        For
        purposes of this Agreement, the “value” of any Indemnification Escrow Shares
        shall be deemed to have a value equal to the average of the closing stock
        price
        of a share of Parent Common Stock on the OTC Bulletin Board as reported by
        Bloomberg L.P., Reuters Group plc, The Thomson Corporation or a similar stock
        market reporting service as may reasonably be selected by the Parent, for
        the
        thirty trading days preceding the date that is two business days prior to
        the
        Closing Date (subject to equitable adjustment in the event of any stock split,
        stock dividend, reverse stock split or similar event affecting the common
        stock
        of Parent since the Closing), multiplied by the number of such Indemnification
        Escrow Shares.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (n)  Failure
        to Execute Instruction.
        Any
        dispute arising from the failure or refusal of a party to execute a joint
        instruction or notice required to be executed by such party pursuant to this
        Agreement for delivery to the Escrow Agent shall be resolved by arbitration
        in
        accordance with the provisions of Section 3(e). 

       

      4.  Investment
        of Indemnification Escrow Fund.
        

       

      (a)   Permitted
        Investments.
        Any
        monies held in the Indemnification Escrow Fund shall be invested by the Escrow
        Agent, to the extent permitted by law and as directed by the Stockholders’
Representative, in (i) obligations issued or guaranteed by the United
        States of America or any agency or instrumentality thereof,
        (ii) obligations (including certificates of deposit and bankers’
acceptances) of domestic commercial banks which at the date of their last
        public
        reporting had total assets in excess of $500,000,000, (iii) commercial
        paper rated at least A-1 or P-1 or, if not rated, issued by companies having
        outstanding debt rated at least AA or Aa and (iv) money market mutual funds
        invested exclusively in some or all of the securities described in the foregoing
        clauses (i), (ii) and (iii). Absent receipt of specific written investment
        instructions from the Stockholders’ Representative, the Escrow Agent shall have
        no obligation or duty to invest (or otherwise pay interest on) the
        Indemnification Escrow Fund. The Escrow Agent shall have no liability for
        any
        investment losses, including without limitation any market loss on any
        investment liquidated prior to maturity in order to make a payment required
        hereunder. 

       

      (b)  Tax
        Reporting.
        Unless,
        until and to the extent distributed to the Stockholders or to Parent in
        accordance with this Agreement, (i) the amounts in the Indemnification Escrow
        Fund and all interest and other income thereon at all times are and shall
        be the
        exclusive property of the Stockholders and shall be reported as such for
        all tax
        reporting purposes and (ii) the Escrow Shares shall be the exclusive property
        of
        the Stockholders and shall be reported as such for all tax reporting purposes.
        Escrow Agent has no ownership interest in the Indemnification Escrow Fund
        or the
        Escrow Shares but is serving as escrow holder having only possession thereof.
        Any payments from the escrow shall be subject to withholding laws and
        regulations then in force with respect to United States taxes. The parties
        hereto will provide the Escrow Agent with appropriate W-9 or W-8 forms or
        other
        appropriate tax certifications, as necessary, including that the Stockholders’
Representative will provide such appropriate forms from the Stockholders.
        This
        Section 4(b) shall survive notwithstanding any termination of this Agreement
        or
        the resignation of Escrow Agent.

       

      5.  Distribution
        of Restricted Escrow Shares.
        

       

      (a)  The
        Escrow Agent shall distribute to the Stockholders’ Representative on behalf of
        and for the account of the Stockholders the shares of Maximum Revenue Contingent
        Stock and the Maximum EBITDA Contingent Stock that have vested for the
        applicable Annual Contingent Consideration Period on the applicable Contingent
        Consideration Payment Date. 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (b)  Any
        distribution of such shares of Maximum Revenue Contingent Stock and Maximum
        EBITDA Contingent Stock to the Stockholders’ Representative, on behalf of the
        Stockholders, shall be made by delivery of a stock certificates issued in
        the
        name of each of the Stockholders covering the number of shares of Parent
        Common
        Stock equal to each Stockholder’s shares of Maximum Revenue Contingent Stock and
        Maximum EBITDA Contingent Stock that have vested for the applicable Annual
        Contingent Consideration Period. The Escrow Agent shall have no responsibility
        for the shares when the Restricted Escrow Shares are no longer in the Escrow
        Agent’s possession. Distributions to the Stockholders shall be made by the
        Escrow Agent to the Stockholders’ Representative pursuant to a written
        instruction by Parent and Stockholders’ Representative, following which the
        Stockholders’ Representative shall distribute stock certificates to the
        Stockholders at their respective addresses shown on Attachment A
        (or such
        other address as may be provided in writing to the Escrow Agent by any such
        Stockholder). No fractional Restricted Escrow Shares shall be distributed
        to
        Stockholders pursuant to this Agreement. Instead, the number of shares that
        each
        Stockholder shall receive shall be rounded up or down to the nearest whole
        number (provided that the Stockholders’ Representative shall have the authority
        to effect such rounding in such a manner that the total number of whole
        Restricted Escrow Shares to be distributed equals the number of Restricted
        Escrow Shares then being distributed).

       

      (c)  Forfeiture
        Following Annual Contingent Consideration Periods.
         Pursuant
        to Exhibit A of the Merger Agreement and Section 2 of the Restricted Stock
        Agreements, dated as of ______, 2008, between Parent and each of the
        Stockholders (the “Restricted
        Stock Agreements”),
        the
        shares of Maximum Revenue Contingent Stock and the Maximum EBITDA Contingent
        Stock that have not vested pursuant to the Merger Agreement for an Annual
        Contingent Consideration Period shall be forfeited automatically and immediately
        to Parent on the applicable Contingent Consideration Payment Date without
        the
        payment of any consideration to the Stockholders. The Escrow Agent shall
        distribute to Parent such unvested shares of Maximum Revenue Contingent Stock
        and Maximum EBITDA Contingent Stock on the applicable Contingent Consideration
        Payment Date.

       

      (d)  Forfeiture
        Following Termination of Employment.
        In the
        event that a Stockholder ceases to be employed by Fortissimo at any time
        prior
        to the last day of the applicable Annual Contingent Consideration Period
        for a
        reason that requires forfeiture of shares of Maximum Revenue Contingent Stock
        and Maximum EBITDA Contingent Stock pursuant to such Stockholder’s Restricted
        Stock Agreement and Exhibit A of the Merger Agreement, all shares of Maximum
        Revenue Contingent Stock and Maximum EBITDA Contingent Stock issued to the
        Stockholder and not vested pursuant to the Merger Agreement shall be forfeited
        automatically and immediately and shall be reallocated among the remaining
        Stockholders in accordance with Section 2(b) of Exhibit A to the Merger
        Agreement. Any such reallocated shares of Maximum Revenue Contingent Stock
        and
        the Maximum EBITDA Contingent Stock that vest with respect to an Annual
        Contingent Consideration Period occurring after such reallocation, shall
        be
        distributed by the Escrow Agent to the Stockholders’ Representative on behalf of
        and for the account of the Stockholders in accordance with Sections 2(a)
        and
        2(b) above as soon as practicable after the applicable Contingent Consideration
        Payment Date, as set forth in a joint written instruction executed by the
        Parent
        and the Stockholders’ Representative. Any dispute arising from the failure or
        refusal of a party to execute such joint instruction shall be resolved by
        arbitration in accordance with the provisions of Section 3(e). 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      6.  Fees
        and Expenses of Escrow Agent.
        Parent,
        on the one hand, and the Stockholders, on the other hand, shall each (a)
        pay
        one-half of the fees of the Escrow Agent for the services to be rendered
        by the
        Escrow Agent hereunder, which are set forth on Attachment
        B
        hereto,
        and (b) reimburse the Escrow Agent for one-half of its reasonable expenses
        (including reasonable attorney’s fees and expenses) incurred in connection with
        the performance of its duties under this Agreement. 

       

      7.  Limitation
        of Escrow Agent’s Liability.

       

      (a)  Limitation
        on Liability.
        The
        Escrow Agent undertakes to perform only such duties as expressly set forth
        herein and no duties shall be implied. The Escrow Agent shall incur no liability
        with respect to any action taken or suffered by it in reliance upon any notice,
        direction, instruction, consent, statement or other documents believed by
        it to
        be genuine and duly authorized, nor for other action or inaction except its
        own
        willful misconduct or gross negligence. The Escrow Agent shall not be
        responsible for the validity or sufficiency of this Agreement or any other
        agreement referred to herein. In all questions arising under the Agreement,
        the
        Escrow Agent may rely on the advice of counsel, and the Escrow Agent shall
        not
        be liable to anyone for anything done, omitted or suffered in good faith
        by the
        Escrow Agent based on such advice. The Escrow Agent shall not be required
        to
        take any action hereunder involving any expense unless the payment of such
        expense is made or provided for in a manner reasonably satisfactory to it.
        In no
        event shall the Escrow Agent be liable for indirect, punitive, special or
        consequential damages.

       

      (b)  Indemnification.
        Parent
        and the Stockholders jointly and severally, each agree to indemnify the Escrow
        Agent and its directors, officers, agents and employees (the “Indemnitees”), and
        hold it harmless against, any loss, liability or expense (including the fees
        and
        expenses of in-house or outside counsel) arising out of or in connection
        with
        (i) the Escrow Agent’s execution and performance of this Agreement, except in
        the case of any Indemnitee to the extent that such loss, liability or expense
        is
        due to gross negligence or willful misconduct on the part of Escrow Agent,
        arising out of or in connection with its carrying out of its duties hereunder.
        

       

      8.  Liability
        and Authority of Stockholders’ Representative; Successors and
        Assignees.

       

      (a)  Limitation
        on Liability.
        The
        Stockholders’ Representative shall incur no liability to the Stockholders with
        respect to any action taken or suffered by it in reliance upon any notice,
        direction, instruction, consent, statement or other documents believed by
        them
        to be genuinely and duly authorized, nor for other action or inaction except
        its
        own willful misconduct or gross negligence. The Stockholders’ Representative
        may, in all questions arising under the Agreement, rely on the advice of
        counsel
        and the Stockholders’ Representative shall not be liable to the Stockholders for
        anything done, omitted or suffered in good faith by the Stockholders’
Representative based on such advice.

       

      (b)  Successor
        Stockholders’ Representative.
        In the
        event of the death or permanent disability of the Stockholders’ Representative,
        or his or her resignation or removal as an Stockholders’ Representative, a
        successor Stockholders’ Representative shall be elected by a majority vote of
        the Stockholders, with each such Stockholder (or his, her or its successors
        or
        assigns) to be given a vote equal to the number of votes represented by the
        shares of stock of the Company held by such Stockholder immediately prior
        to the
        effective time of the Subsidiary Merger. The successor Stockholders’
Representative shall have all of the power, authority, rights and privileges
        conferred by this Agreement upon the original Stockholders’ Representative, and
        the term “Stockholders’ Representative” as used herein shall be deemed to
        include successor Stockholders’ Representative.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (c)  Power
        and Authority.
        The
        Stockholders’ Representative shall have full power and authority to represent
        the Stockholders, and its successors, with respect to all matters arising
        under
        this Agreement and all actions taken by the Stockholders’ Representative
        hereunder shall be binding upon the Stockholders, and its successors, as
        if
        expressly confirmed and ratified in writing by each of them. Without limiting
        the generality of the foregoing, the Stockholders’ Representative, acting by a
        majority thereof, shall have full power and authority to interpret all of
        the
        terms and provisions of this Agreement, to compromise any claims asserted
        hereunder and to authorize any release of the Escrow Shares to be made with
        respect thereto, on behalf of the Stockholders and their successors. All
        actions
        to be taken by the Stockholders’ Representative hereunder shall be evidenced by,
        and taken upon, the written direction of a majority thereof. 

       

      (d)  Reliance
        by Escrow Agent.
        The
        Escrow Agent may rely on the Stockholders’ Representative as the exclusive agent
        of the Stockholders under this Agreement and shall incur no liability to
        any
        party with respect to any action taken or suffered by it in reliance
        thereon.

       

      9.  Termination.
        This
        Agreement shall terminate upon the distribution by the Escrow Agent of all
        of
        the Escrow Shares and the Indemnification Escrow Fund in accordance with
        this
        Agreement; provided that the provisions of Sections 7 and 8 shall survive
        such termination.

       

      10.  Successor
        Escrow Agent.
        In the
        event the Escrow Agent becomes unavailable or unwilling to continue in its
        capacity herewith, the Escrow Agent may resign and be discharged from its
        duties
        or obligations hereunder by delivering a resignation to the parties to this
        Escrow Agreement, not less than 60 days prior to the date when such
        resignation shall take effect. Parent may appoint a successor Escrow Agent
        without the consent of the Stockholders’ Representative so long as such
        successor is a bank with assets of at least $500 million, and may appoint
        any
        other successor Escrow Agent with the consent of the Stockholders’
Representative, which shall not be unreasonably withheld. If, within such
        notice
        period, Parent provides to the Escrow Agent written instructions with respect
        to
        the appointment of a successor Escrow Agent and directions for the transfer
        of
        any Escrow Shares then held by the Escrow Agent to such successor, the Escrow
        Agent shall act in accordance with such instructions and promptly transfer
        such
        Escrow Shares to such designated successor. If no successor Escrow Agent
        is
        named as provided in this Section 10 prior to the date on which the resignation
        of the Escrow Agent is to properly take effect, the Escrow Agent may apply
        to a
        court of competent jurisdiction for appointment of a successor Escrow
        Agent.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      11.  General.

       

      (a)  Entire
        Agreement.
        Except
        for those provisions of the Merger Agreement and the Restricted Stock Agreements
        referenced herein, this Agreement constitutes the entire agreement among
        the
        parties and supersedes any prior understandings, agreements or representations
        by or among the parties, written or oral, with respect to the subject matter
        hereof.

       

      (b)  Succession
        and Assignment.
        This
        Agreement shall be binding upon and inure to the benefit of the parties named
        herein and their respective successors and permitted assigns.

       

      (c)  Counterparts
        and Facsimile Signature.
        This
        Agreement may be executed in two or more counterparts, each of which shall
        be
        deemed an original but all of which together shall constitute one and the
        same
        instrument. This Agreement may be executed by facsimile signature.

       

      (d)  Headings.
        The
        section headings contained in this Agreement are inserted for convenience
        only
        and shall not affect in any way the meaning or interpretation of this
        Agreement.

       

      (e)  Notices.
        All
        notices, instructions and other communications hereunder shall be in writing.
        Any notice, instruction or other communication hereunder shall be deemed
        duly
        delivered four business days after it is sent by registered or certified
        mail,
        return receipt requested, postage prepaid, or one business day after it is
        sent
        for next business day delivery via a reputable nationwide overnight courier
        service, in each case to the intended recipient as set forth below:

       

      If
        to
        Parent, to:

       

      Fortissimo
        Acquisition Corp.

      14
        Hamelacha Street

      Park
        Afek
        PO Box 11704

      Rosh
        Haayin 48091 ISRAEL

      Attention:
        Marc S. Lesnick

      Telephone:
        011-972-3-915-7466 

      
        	 	 	
                Facsimile:
                  011-972-3-915-7411

              


      

      E-mail:
        marc@ffcapital.com

      


      with
        a
        copy (which shall not constitute notice) to:

       

      Wilmer
        Cutler Pickering Hale and Dorr LLP

      399
        Park
        Avenue

      New
        York,
        New York 10022

      Attention:
        Brian B. Margolis, Esq.

      
        	 	 	
                Telephone:
                  (212) 230-8800

              


      

      
        	 	 	
                Facsimile:
                  (212) 230-8888

              


      

      E-mail:
        brian.margolis@wilmerhale.com

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      If
        to the
        Stockholders’ Representative:

       

      Justin
        Booth-Clibborn

      124
        Rivington Street

      New
        York,
        New York 10002

      Telephone:
        (212) 533-9055

      Facsimile:
        (212) 533-9112

      E-mail:
        justin@psyop.tv

      


      If
        to the
        Escrow Agent:

       

      American
        Stock Transfer & Trust Company

      59
        Maiden
        Lane

      New
        York,
        New York 10038

      Attention:
        Herbert J. Lemmer

      
        	 	 	
                Telephone:
                  (718) 921-8209

              


      

      
        	 	 	
                Facsimile:
                  (718) 331-1852

              


      

      E-mail:
        hlemmer@amstock.com

       

      Any
        party
        may give any notice, instruction or other communication hereunder using any
        other means (including personal delivery, expedited courier, messenger service,
        telecopy, telex, ordinary mail or electronic mail), but no such notice,
        instruction or other communication shall be deemed to have been duly given
        unless and until it actually is received by the party to whom it is intended.
        Any party may change the address to which notices, instructions, or other
        communications hereunder are to be delivered by giving the other parties
        notice
        in the manner set forth in this Section.

       

      (f)  Governing
        Law.
        This
        Agreement shall be governed by, and construed and enforced in accordance
        with,
        the laws of the State of New York without giving effect to any conflicts
        of laws
        principles thereof directing the application of any law other than that of
        the
        State of New York.

       

      (g)  Amendments
        and Waivers.
        This
        Agreement may be amended only with the written consent of Parent, the Escrow
        Agent and the Stockholders’ Representative. No waiver of any right or remedy
        hereunder shall be valid unless the same shall be in writing and signed by
        the
        party giving such waiver. No waiver by any party with respect to any condition,
        default or breach of covenant hereunder shall be deemed to extend to any
        prior
        or subsequent condition, default or breach of covenant hereunder or affect
        in
        any way any rights arising by virtue of any prior or subsequent such
        occurrence.

       

      (h)  Submission
        to Jurisdiction.
        Subject
        to the provisions of Section 3, courts within the State of New York, County
        of
        New York or the United States District Court for the Southern District of
        New
        York will have jurisdiction over all disputes between the parties hereto
        arising
        out of or relating to this agreement and the agreements, instruments and
        documents contemplated hereby. The parties hereby consent to and agree to
        submit
        to the jurisdiction of such courts. Each of the parties hereto waives, and
        agrees not to assert in any such dispute, to the fullest extent permitted
        by
        applicable law, any claim that (i) such party is not personally subject to
        the jurisdiction of such courts, (ii) such party and such party’s property
        is immune from any legal process issued by such courts or (iii) any
        litigation commenced in such courts is brought in an inconvenient
        forum.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      (i)  Waiver
        of Jury Trial.
        Each
        party hereto hereby irrevocably waives all right to trial by jury in any
        proceeding (whether based on contract, tort or otherwise) arising out of
        or
        relating to this Agreement or any transaction or agreement contemplated hereby
        or the actions of any party hereto in the negotiation, administration,
        performance or enforcement hereof. 

       

      (j)  Security
        Procedures.
        In the
        event funds transfer instructions are given, whether in writing, by facsimile
        or
        otherwise, the Escrow Agent is authorized to seek confirmation of such
        instructions by telephone call-back to the person or persons designated on
        Schedule 1 hereto, and the Escrow Agent may rely upon the confirmation of
        anyone
        purporting to be the person or persons so designated. The persons and telephone
        numbers for call-backs may be changed only in a writing actually received
        and
        acknowledged by the Escrow Agent. The Escrow Agent and the beneficiary’s bank in
        any funds transfer may rely solely upon any account numbers or similar
        identifying numbers provided by the Stockholders’ Representative or Parent to
        identify (i) the beneficiary, (ii) the beneficiary’s bank, or (iii) an
        intermediary bank. The Escrow Agent may apply any of the escrowed funds for
        any
        payment order it executes using any such identifying number, even when its
        use
        may result in a person other than the beneficiary being paid, or the transfer
        of
        funds to a bank other than the beneficiary’s bank or an intermediary bank
        designated. The parties to this Escrow Agreement acknowledge that these security
        procedures are commercially reasonable.

       

      


      [Remainder
        of this page intentionally blank]


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      


      IN
        WITNESS WHEREOF, the parties have duly executed this Agreement as of the
        day and
        year first above written.

       

      


       

      FORTISSIMO
        ACQUISITION CORP.

       

      By:
        _______________________________________

       

      __________________________________________

       

      Justin
        Booth-Clibborn

       

      AMERICAN
        STOCK TRANSFER & TRUST COMPANY

       

      


      By:
        ________________________________________