Exhibit 4.10.6


 


[***] Certain identified information
in this Amendment 5 to Master Purchase Agreement has been excluded because it is both (i) not material, and (ii) would be competitively
harmful if publicly disclosed.


 


AMENDMENT 5 TO MASTER PURCHASE AGREEMENT


 


Kornit Digital Ltd. (“Supplier”)
and Amazon.com Services LLC and its affiliates (“Amazon”) entered into a Master Purchase Agreement effective
May 1, 2016 (as modified, supplemented or amended, the “Agreement”). Supplier and Amazon now enter into this
Amendment to the Agreement (the “Amendment”), effective as of September 1, 2020. This Amendment is made a part
of the Agreement. All capitalized terms not defined in this Amendment have the meanings set forth in the Agreement.


 


WHEREAS, the parties entered into
the Agreement, as amended by the Amendment 1 dated March 1, 2017 (the “First Amendment”), the Amendment 2 dated
January 1, 2018 (the “Second Amendment”), the Amendment 3 dated June 29, 2018 (the “Third Amendment”),
and the Amendment 4 dated January 1, 2020 (the “Fourth Amendment” and together with the First Amendment, the
Second Amendment and the Third Amendment, the “Previous Amendments”); and


 


WHEREAS, Amazon and Supplier wish
to modify certain terms and conditions of the Agreement and the Previous Amendments.


 


NOW THEREFORE, the parties agree
as follows:


 


		1.	A new Schedule titled “R&D Printer Rental Schedule” will be added
to the Agreement as follows:



 


R&D Printer Rental Schedule


 


		1.	R&D Printer Rentals.



 


		a.	General. Kornit may rent printers to Amazon for use by Amazon for research and development (“R&D Printers”).
Kornit will cooperate with Amazon in connection with Amazon’s research and development efforts with the R&D Printers
and provide technical support as needed. Kornit shall deliver the R&D Printers to Amazon’s premises. [***] shall bear
the shipment and rigging costs.



 


		b.	Use of R&D Printers. R&D Printers may only be used for research and development
and may not be used by Amazon for general production purposes.



 


		c.	Products; Rebates. R&D Printers will be “Products” under the Agreement,
but [***] unless [***].



 


		d.	Availability. [***] will not be counted [***].



 


		e.	Title. Title to R&D Printers will at all times remain with Kornit unless the R&D
Printer is purchased by Amazon. Amazon will not be liable for any damage or diminution in value to R&D Printers, however, Amazon
undertakes to provide secured location to the R&D Printers. Amazon shall not relocate the R&D Printers from the original
site they were installed



 






    1


     


    

 


		2.	Pricing.



 


		a.	Rent. Amazon will owe to Kornit the following amount for rental of each R&D Printer:



 


		i.	Initial 4 months following installation: $[***].



 


		ii.	All following months:



 


		●	HD6:
                                         $[***]/month. 



 


		●	Atlas:
                                         $[***]/month.



 


		●	Avalanche
                                         PolyPro: $[***]/month, including Colorgate RIP Pro.



 


		●	Other
                                         models: As agreed by the parties. 



 


		b.	Ink and Consumables. Ink and consumables purchased by Amazon for use in R&D Printers
will be priced under the Agreement.



 


Ink and Poly Enhancer Price
for Poly Pro will be set at $[***]/Liter


 


Print head replacements used
for R&D Printers will count toward [***].


 


		c.	Services. Each R&D Printer will count as an additional printer for purposes of Service
Contract Period pricing under the Agreement (on a pro rata basis).



 


Payment for services shall be
made commencing on the installation of each R&D Printer, in accordance with the prices agreed upon in the Fourth Amendment:


 


HD6: $[***]/[***]=$[***]


 


Atlas: $[***]/[***] = $[***]


 


For R&D Printers for which
Service pricing is not established under the Agreement, Kornit and Amazon will agree on monthly cost for Services.


 


		d.	Invoicing. Any amounts owed by Amazon to Kornit for R&D Printers or related Services
or consumables will be reflected in invoices delivered under the Agreement.



 


		3.	Term.



 


		a.	Duration. The initial term of any rental of each R&D Printer will be [***], except that
Amazon may at any time return any R&D Printer to Kornit and cease payment of the rental amount for that R&D Printer. The
parties may extend the term on mutual agreement. At the end of the rental term, unless Amazon exercises its purchase option, Amazon
will return the R&D Printer to a Kornit location agreed by Amazon and Kornit at [***] cost and expense.



 


		b.	Purchase Option. At any time before an R&D Printer is returned to Kornit, Amazon may
at its option purchase the R&D Printer on the terms and conditions (including pricing for printer Products of that type) of
the Agreement. If Amazon exercises this purchase option, [***]. The Initial Warranty Period for any R&D Printer purchased by
Amazon will commence on the installation date. Should Amazon fail to return the R&D Printer at the end of the term to Kornit,
Amazon shall be deemed to have decided to purchase the R&D Printer, unless extension is mutually agreed by the parties



 


		2.	Except as set forth in this Amendment, all other terms and conditions of the Agreement and the
Previous Amendments shall remain unchanged. This Amendment shall be deemed, for all intent and purposes, to form an integral part
of the Agreement. The Agreement, the Previous Amendments and this Amendment constitute the entire agreement of the parties hereto
with respect to the subject matter hereof and supersede all prior agreements and undertakings, both written and oral, between the
parties hereto with respect to the subject matter hereof. If the terms or conditions of this Amendment conflict with the Agreement
and/or the Previous Amendments, the terms or conditions of this Amendment shall always prevail and take precedence.



 


		3.	This Amendment may be executed by facsimile or electronic scan and in counterparts, each of which
will be deemed an original, but all of which together will constitute one and the same instrument.



 


CONFIDENTIAL


 






    2


     


    

 


By signature below, the duly authorized
representatives of the parties agree to the terms and conditions of this Amendment.


 


	SUPPLIER:
		PURCHASER:
	 	 	 
	Kornit Digital Ltd.	 	Amazon.com Services
    LLC 
	 	 	 
	By:	/s/ Guy Avidan	 	By:	/s/ Danica Knievel
	Name:	Guy  Avidan	 	Name:	Danica Knievel
	Title:	CFO	 	Title:	Director
	 	 	 
	Date Signed:  
    September 18, 2020	 	Date Signed: September
    23, 2020
	
	 	 
	By:	/s/ Ronen Samuel	 	 
	Name:	Ronen Samuel	 	 
	Title:	CEO	 	 
	 	 	 
	Date Signed:  
    September 18, 2020	 	 


 


CONFIDENTIAL


 


3