Exhibit 10.10


 


OEM SUPPLY AGREEMENT PRICING AMENDMENT
#5


 


This OEM Supply Agreement
Pricing Amendment #5 (the “Amendment”) is made and entered into as of the 4th day of October, 2011 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 and OEM
Supply Agreement Amendment #4 dated July 1, 2010 (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

Facsimile: (914) 789-8514

E-mail: legaldep artment@fujifilm.com


 


*** 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.


 




    	 



    	 



    

 


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:	Ofer Ben-Zur
	 	 	 	 	 
	Title: CEO and President	 	 	Title:	CEO
	 	 	 
	 	 	KORNIT DIGITALTECHNOLOGIES LTD.
	 	 	 	 
	 	 	By:	/s/ Ofer Ben-Zur
	 	 	 	 
	 	 	Name:	Ofer Ben-Zur
	 	 	 	 
	 	 	Title:	 CEO


 


*** 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	[***]	$	[***]


 


		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)	Kornit shall pay to FUJIFILM a Royalty
                                         equal to  five percent (5%) of 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.



 


		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  five percent (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.



 


		3)	The first $500,000 of ink sales (on
                                         an annual basis, with annual being January 1 to December 31) is not subject to the royalty
                                         provisions under Section 1 above.



 


		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 be issued
as a credit toward current or new invoices for purchases of FUJIFILM Products. This rebate program became effective June 1, 2010.


 


*** 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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