Waiver of Conversion Rights Agreement between Fortissimo Capital Fund GP, L.P., Michael Chill, Yair Seroussi, and Fortissimo Acquisition Corp.

Summary

Fortissimo Capital Fund GP, L.P., Michael Chill, and Yair Seroussi agree not to exercise their rights to convert any shares of Fortissimo Acquisition Corp. common stock they own in connection with a vote to approve a business combination. This means they will not seek to exchange their shares for cash or other assets if such a transaction is proposed, as described in the company's IPO prospectus. The agreement is intended to support the company's business combination process.

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January 31, 2006

Fortissimo Acquisition Corp.

14 Hamelacha Street

Park Afek, Rosh Ha’ayin 48091 Israel

Re: Fortissimo Acquisition Corp. ("Company")

Gentlemen:

Each of the undersigned hereby waives his/its right to exercise conversion rights with respect to any shares of the Company's common stock owned by the undersigned, directly or indirectly, and agrees that he/it will not seek conversion with respect to such shares in connection with any vote to approve a business combination (as is more fully described in the Company's Prospectus relating to the Company's initial public offering).

Very truly yours,


Fortissimo Capital Fund GP, L.P.

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


/s/ Michael Chill
Michael Chill


/s/ Yair Seroussi
Yair Seroussi