Exhibit 10.9


 


OEM SUPPLY AGREEMENT AMENDMENT #4


 


This OEM Supply Agreement
Amendment #4 (the “Amendment”) is made and entered into as of the 1st day of July, 2010 by
and between FUJIFILM Dimatix, Inc., formerly known as Spectra Printing, a division of Dimatix, Inc. (“FUJIFILM”)
and Kornit Digital Ltd. (“Kornit”) and Kornit Digital Technologies Ltd., a division of Kornit Digital
Ltd. (collectively, “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
Kornit 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 and OEM Supply Agreement Amendment #3 dated March 17, 2008
(the “Agreement”), under which FUJIFILM provides to Kornit, and Kornit 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:


 


Amendments:


 


1.          Section
2.4 is hereby deleted in its entirety and replaced with the following new Section 2.4:


 


2.4 Kornit
will provide FUJIFILM with a written report, no later than  thirty (30) days following the end of  each calendar quarter
during the Term, describing (i) the amount, type and price of all Ink sold, leased or otherwise disposed of, for use with
Kornit Product during such period, together with a detailed calculation sufficient to establish a state of Royalties due for
such quarter, and (ii) Royalties, if any, due pursuant to Schedule 2 for Kornit Products sold during such period. Kornit will pay
any Royalties due on a bi-annual basis (June 30 and December 31 of each year). FUJIFILM shall have the right to audit the
books and records of Kornit [***] during the Term to verify the Royalties paid and applicable [***] reports. The audit shall
be conducted by an accounting firm designated by FUJIFILM. If any such audit discloses an underpayment of Royalties, Kornit
will pay the shortfall immediately upon receipt of written notice. If such shortfall exceeds [***] percent ([***]%) of
the Royalties due, Kornit shall also reimburse FUJIFILM for the costs of the audit.


 


2.          Schedule
2 of the Agreement is hereby deleted in its entirety and replaced with the attached 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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3.          Each
reference to Kornit Digital Ltd. contained in the Agreement, shall from and after the above written date above be changed to include
Kornit Digital Technologies Ltd.


 


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: Legal Department@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 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 DIGITAL TECHNOLOGIES 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	 	[***]	 	$	[***]	 



 


*Note - This pricing is based on Kornit
taking delivery of a minimum of [***] Nova JA 256/80 AAA units for the period July 1, 2010 through June 30, 2011. If the volume
is not achieved, FUJIFILM reserves the right to increase pricing to $[***] for future units.


 


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.



 


*** 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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