Exhibit 10.12


 


OEM SUPPLY AGREEMENT PRICING AMENDMENT
#7


 


This OEM Supply Agreement
Pricing Amendment #7 (the “Amendment”) is made and entered into as of the 1st day of February, 2013 by and
between FUJIFILM Dimatix, Inc., formerly known as Spectra Printing, a division of Dimatix, Inc. (“FUJIFILM”)
and Kornit Digital Ltd. and Kornit Digital Technologies Ltd., a division of Kornit Digital Ltd. (“Company”).
All capitalized terms used but not defined herein shall have the meanings assigned to them in the Agreement; as hereinafter defined.


 


WITNESSETH


 


WHEREAS,
FUJIFILM and Company are parties to an OEM Supply Agreement dated January 6, 2006, OEM Supply Agreement Amendment #1 dated
September 20, 2006, OEM Supply Agreement Amendment #2 dated September 1, 2007, OEM Supply Agreement Amendment #3 dated March
17, 2008, OEM Supply Agreement Amendment #4 dated July 1, 2010, OEM Supply Agreement Pricing Amendment #5 dated October 4,
2011 and OEM Supply Agreement Pricing Amendment #6 dated December 6,2012 (the “Agreement”), under
which FUJIFILM provides to Company, and Company procures from FUJIFILM, certain FUJIFILM products for incorporation with
Company products; and


 


WHEREAS, FUJIFILM and
Company desire to amend the Agreement as hereinafter set forth.


 


NOW, THEREFORE, the
parties hereto agree as follows:


 


1.          Schedule
2 of the Agreement is hereby deleted in its entirety and a new Schedule 2 is attached.


 


Additional Amendments:


 


1.          Section
7.9 of the Agreement is hereby changed by replacing the address for notices to be sent to FUJIFILM to read as follows:


 


“In the case of FUJIFILM:


Chief Executive Officer


FUJIFILM Dimatix, Inc.


2230 Martin Avenue


Santa Clara, CA 95050


Facsimile: (408) 565-9151


 


with a copy to:


FUJIFILM Holdings America Corporation


200 Summit Lake Drive


Valhalla, NY 10595-1356


Attn: Legal Department


 


*** Confidential treatment has been requested
for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated
as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.


 




    	 



    	 



    

 


Facsimile: (914) 789-8514


E-mail: legaldepartment@fujifilm.com


 


2.          This
Amendment will be effective as of the date above written.


 


3.          The
Agreement is amended only as expressly provided herein and otherwise remains unchanged in all respects.


 


IN WITNESS WHEREOF,
the parties hereto have caused this Amendment to be executed in duplicate originals, or in signed fax copies to be followed by
duplicate originals by their duly authorized representatives as of the date above written.


 


	FUJIFILM DIMATIX, INC.	 	KORNIT DIGITAL LTD.
	 	 	 	 	 
	By:	/s/ Martin Schoeppler	 	By:	/s/ Ofer Ben-Zur
	 	 	 	 	 
	Name:	Martin Schoeppler	 	Name:	 
	 	 	 	 	 
	Title:	CEO & President	 	Title:	 
	 	 	 	 	 
	 	 	 	KORNIT DIGITAL TECHNOLOGIES LTD
	 	 	 	 	 
	 	 	 	By:	/s/ Ofer Ben-Zur
	 	 	 	 	 
	 	 	 	Name:	 
	 	 	 	 	 
	 	 	 	Title:	 


 


*** Confidential treatment has been requested
for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated
as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.


 




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SCHEDULE 2


 


PRICES FOR FUJIFILM PRODUCTS


 


The following prices include standard
packaging.


 


A.           PRINTHEADS
and JETTING ASSEMBLIES


 


	PART NUMBER	 	DESCRIPTION	 	ORDER QTY	 	UNIT PRICE	 
	 	 	 	 	 	 	 	 
	05536	 	Nova JA 256/80 AAA	 	[***]	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	09493	 	Galaxy JA 256/80 AAA	 	[***]	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	22140	 	PQ-256/35 JM	 	[***]	 	$	[***]	 
	22168	 	PQ-256/85 JM	 	[***]	 	$	[***]	 



 


B.           PRICE
INCREASES


 


Beginning  twelve (12) months after
the Effective Date, FUJIFILM may, by written notice delivered  ninety (90) days in advance to Kornit, increase prices
for FUJIFILM Products listed on this Schedule 2. Price increases will not apply to orders that are non-cancelable and
non- deferrable (pursuant to Schedule 1) at the time of notice of the increase. Any notice of price increase in accordance
with the foregoing shall constitute an amendment to this Schedule 2.


 


C.           ROYALTIES


 


		1)	Beginning January 1, 2013, Kornit
                                         shall pay to FUJIFILM Royalty based on the total amount received by Kornit (net of returns,
                                         allowances, sales and use taxes) upon the sale to a Third Party Customer of Ink for use
                                         in Kornit Products, except FUJIFILM Ink as follows:



 


		a)	At a rate equal to three and one half percent (3.5%)
                                                            of                                                             the
                                                            first $12 million on a yearly basis (with yearly defined                                                             as
                                                            January 1 to December
                                                            31) and then at a rate equal to two percent (2%) of amounts over $12 million
                                                            for the remainder of same year.



 


		b)	The Royalty rate will reset as defined
                                         in a) above each January 1.



 


		2)	If Kornit does not supply Ink to
                                         a Third Party Customer for use in Kornit Products then Kornit shall, in lieu of paying
                                         the  three and one half percent (3.5%) Royalty referenced in subsection 1) above, pay to FUJIFILM
                                         a Royalty equal to two  percent (2%) of the total amount received by Kornit (net
                                         of returns, allowances, sales and use taxes) upon the sale to a Third Party Customer
                                         of Kornit Products, in addition to the price paid for such Kornit Product pursuant to
                                         this Schedule 2



 


*** Confidential treatment has been requested
for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated
as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.


 




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D.           REBATE
PROGRAM


 


Kornit shall earn a per machine rebate
for Galaxy JA 256/80 AAA Printheads (7 printheads per machine) that are used in the Kornit Breeze Direct on Garment Entry Level
Printer. The rebate will be $[***] per printer shipped by Kornit ($[***] rebate x 7 printheads). The rebate will commence on February
1, 2013 and continue for twelve (12) months until January 31, 2014. The rebate will be issued as a credit toward current or new
invoices for purchases of FUJIFILM Products.


 


*** Confidential treatment has been requested
for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated
as [***]. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.


 




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