Exhibit 10.5


 


SPECTRA PRINTING

OEM SUPPLY AGREEMENT


 


“THIS OEM SUPPLY AGREEMENT (“Agreement”)
is made and entered into as of this 6th day of January, 2006 (“Effective Date”) by and between SPECTRA PRINTING, a
division of DIMATIX, INC. (“Spectra”), having a place of business at 109 Etna Road, Lebanon, New Hampshire 03766-1422,
a corporation organized under the laws of the State of Delaware, U.S.A., and Kornit Digital Ltd. (“Kornit”), also
referred to as “Customer” in the Schedules to this Agreement), having a place of business at 5 David Navon Street,
POB 8406, Moshav Magshimim 56910, Israel and organized under the laws of Israel, collectively the “Parties”.


 


WHEREAS Kornit wishes to procure certain
Spectra Products for integration with Kornit Product.


 


NOW THEREFORE, the Parties hereby agree
as follows:


 


		1.	DEFINITIONS



 


		1.1	“Affiliate” means any
                                         corporation, partnership, association, or other entity with respect to which a party,
                                         directly or indirectly through a subsidiary, has not less than a majority beneficial
                                         ownership, but only if that corporation, partnership, association, or other entity expressly
                                         agrees in writing to be bound by this Agreement, and only while that ownership relationship
                                         exists.



 


		1.2	“Kornit Product” means
                                         a digital printer, printing system or Print Engine, designed, manufactured or marketed
                                         by or on behalf of Kornit, on a retail, distribution or OEM sales basis, which incorporates
                                         one or more Printhead(s) that have been purchased from Spectra.



 


		1.3	“Certified Ink” means
                                         an Ink which has achieved certain standards and test results in accordance with the then
                                         current procedures defined by Spectra.



 


		1.4	“Hardware” means Printheads,
                                         printing assemblies and other ink jet devices supplied by Spectra to Kornit.



 


		1.5	“Ink” means printing
                                         inks and other materials, which are jetted by Printheads.



 


		1.6	“Print Engine” means
                                         a device comprised of: (i) components for moving and controlling the movement of the
                                         Printhead and print media, paper path, and ink supply components (collectively, the “Mechanism”);
                                         (ii) a Printhead; and (iii) a power supply, and covers.



 


		1.7	“Printhead” means a
                                         piezoelectric device with multiple jets that eject droplets of Ink on demand.



 


		1.8	“Products” means Hardware
                                         and Spectra Ink supplied by Spectra to Kornit.



 


*** 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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		1.9	“Reserved Markets”
                                         means those fields and/or applications defined in Schedule 3.



 


		1.10	“Spectra Ink” means
                                         Ink manufactured by or on behalf of Spectra.



 


		1.11	“Term” means the period
                                         beginning on the Effective Date and ending on the date on which this Agreement terminates
                                         under Section 6,



 


*** 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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SPECTRA PRINTING

OEM SUPPLY AGREEMENT


 


THIS OEM SUPPLY AGREEMENT (“Agreement”)
is made and entered into as of this 6th day of January, 2005 (“Effective Date”) by and between SPECTRA PRINTING, a
division of DIMATIX, INC. (“Spectra”), having a place of business at 109 Etna Road, Lebanon, New Hampshire 03766-1422,
a corporation organized under the laws of the State of Delaware, U.S.A., and Kornit Digital Ltd. (“Kornit”), also
referred to as “Customer” in the Schedules to this Agreement), having a place of business at 5 David Navon Street,
POB 8406, Moshav Magshimim 56910, Israel and organized under the laws of Israel, collectively the “Parties”.


 


WHEREAS Kornit wishes to procure certain
Spectra Products for integration with Kornit Product.


 


NOW THEREFORE, the Parties hereby agree
as follows:


 


		1.	DEFINITIONS



 


		1.1	“Affiliate” means
                                         any corporation, partnership, association, or other entity with respect to which a party,
                                         directly or indirectly through a subsidiary, has not less than a majority beneficial
                                         ownership, but only if that corporation, partnership, association, or other entity expressly
                                         agrees in writing to be bound by this Agreement, and only while that ownership relationship
                                         exists.



 


		1.2	“Kornit Product” means
                                         a digital printer, printing system or Print Engine, designed, manufactured or marketed
                                         by or on behalf of Kornit, on a retail, distribution or OEM sales basis, which incorporates
                                         one or more Printhead(s) that have been purchased from Spectra.



 


		1.3	“Certified Ink” means
                                         an Ink which has achieved certain standards and test results in accordance with the then
                                         current procedures defined by Spectra.



 


		1.4	“Hardware” means Printheads,
                                         printing assemblies and other ink jet devices supplied by Spectra to Kornit.



 


		1.5	“Ink” means printing
                                         inks and other materials, which are jetted by Printheads.



 


		1.6	“Print Engine” means
                                         a device comprised of: (i) components for moving and controlling the movement of the
                                         Printhead and print media, paper path, and ink supply components (collectively, the “Mechanism”);
                                         (ii) a Printhead; and (iii) a power supply and covers.



 


		1.7	“Printhead” means
                                         a piezoelectric device with multiple jets that eject droplets of Ink on demand.



 


		1.8	“Products” means Hardware
                                         and Spectra Ink supplied by Spectra to Kornit.



 


*** 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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		1.9	“Reserved Markets”
                                         means those fields and/or applications defined in Schedule 3.



 


		1.10	“Spectra Ink” means
                                         Ink manufactured by or on behalf of Spectra.



 


		1.11	“Term” means the period
                                         beginning on the Effective Date and ending on the date on which this Agreement
                                         terminates under Section 6.



 


		2.	PRODUCT SUPPLY



 


		2.1	Kornit and Spectra agree that all
                                         Spectra Products will be supplied by Spectra to Kornit in accordance with the terms and
                                         conditions of this Agreement, including the Schedules.



 


		2.2	Schedule 1 sets forth the basic
                                         terms and conditions of sale for Spectra Products. In connection with the warranty terms
                                         in this Schedule 1:



 


2.2.1 NO OTHER WARRANTY IS EXPRESSED OR IMPLIED. SPECTRA
SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. DETERMINATION OF THE SUITABILITY OF THE PRODUCTS DESCRIBED ON THE FACE HEREOF: IS THE SOLE RESPONSIBILITY OF KORNIT AND
SPECTRA SHALL HAVE NO RESPONSIBILITY IN CONNECTION THEREWITH. KORNIT WARRANTS THAT KORNIT IS NOT: PURCHASING THE PRODUCTS FOR
PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. THE REMEDIES PROVIDED HEREIN ARE KORNIT’S SOLE AND EXCLUSIVE REMEDIES. SPECTRA SHALL
NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS),
WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, OR FOR THE COST OF SUBSTITUTE GOODS.


 


		2.3	Schedule 2 sets forth the prices
                                         and any related special terms for Spectra Products. New or additional Spectra Products
                                         will be automatically incorporated into Schedule 2 by means of Kornit delivering a purchase
                                         order to Spectra and by Spectra’s acknowledgement and acceptance of (including
                                         any changes to) said purchase order.



 


		2.4	Kornit will pay to Spectra the
                                         royalties set forth in Schedule 2, subject to the terms and conditions thereof. Kornit
                                         will provide Spectra with a written report, no later than  30 (thirty) days following the end of
                                         each calendar quarter, describing for such  calendar quarter 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
                                         royalty calculation sufficient to establish a statement of royalties due if any such
                                         royalties are due. Kornit will pay any royalties due together with such report. Spectra
                                         shall have the right to have the books and records of Kornit audited [***] to verify
                                         the correctness of royalty reports. If any such audit discloses an underpayment of royalties,
                                         Kornit will pay the shortfall immediately upon notice. If such shortfall exceeds [***]%
                                         of the royalties due, Kornit shall reimburse Spectra for the costs of the audit.



 


*** 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.	DISTRIBUTION RIGHTS



 


		3.1	Kornit may sell, lease and use
                                         Spectra Products and components thereof for Kornit Products, including, without limitation,
                                         worldwide marketing to any end user or re-marketer; provided however, that:



 


		(i)	Kornit’s distribution rights
                                         exclude Reserved Markets;



 


		(ii)	Kornit may only resell Printheads
                                         as integral components of Kornit Products, or as spare or replacement parts for Kornit
                                         Products; and



 


		(iii)	Kornit may not knowingly sell Spectra
                                         Ink or a Certified Ink for use other than in conjunction with Kornit Products.



 


To maintain the non-exclusive
rights under this Section 3.1, Kornit must fulfill its obligations under Section 2.4 at all times.


 


		3.2	To the extent Kornit may directly
                                         or indirectly market Kornit Products, Spectra Products, or other items under this Agreement,
                                         Kornit may do so under any present or future Kornit or Affiliate trademark or product
                                         designation. Kornit shall refer to any product so designated, in all Kornit sales proposals,
                                         advertising literature, and otherwise, as a Kornit or Affiliate product. Kornit may ship
                                         those products in containers bearing the Kornit or Affiliate logo, class and serial number
                                         of the product, and all other information or markings desired by Kornit or required by
                                         law; provided, however, that Kornit further agrees to affix or cease to affix, upon Spectra’s
                                         written request, a logo or identifier supplied by Spectra containing the words “Spectra
                                         Jet PoweredTM” in a mutually agreed upon location on such Kornit Products.



 


		4.	CONFIDENTIAL INFORMATION AND INTELLECTUAL PROPERTY RIGHTS



 


		4.1	In connection with the supply of
                                         Spectra Products, [***] and other activities that may be contemplated hereunder, the
                                         Parties may share their respective Confidential Information on a voluntary basis to facilitate
                                         the success and rapid time to market of Kornit Products. In order to foster a constructive
                                         and solution-oriented environment, the Parties agree to define and handle Confidential
                                         Information disclosures from and after the Effective Date and intellectual property rights
                                         in accordance with Schedule 4.



 


		4.2	The Parties agree that any agreement
                                         between them in effect as of the Effective Date covering Confidential Information will
                                         remain in full force and effect, but shall only cover disclosures made prior to the Effective
                                         Date.



 


		5.	[***]



 


		5.1	[***]



 


*** 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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		6.	TERM AND TERMINATION



 


		6.1	This Agreement is effective on
                                         and after the Effective Date and shall expire 7 (seven) years after the Effective Date,
                                         unless earlier terminated pursuant to Section 6.2 below. The term will be extended by
                                         one year on each anniversary of the Effective Date unless either party notifies 90 (ninety)
                                         days prior to the anniversary of the Effective Date that it does not wish the extension
                                         to take effect.



 


		6.2	This Agreement may be terminated
                                         prior to its expiration if any of the following occur:



 


		6.2.1	Spectra and Kornit may at any time
                                         agree in writing to terminate this Agreement.



 


		6.2.2	If Kornit fails without cause to
                                         pay Spectra any amount due Spectra, Spectra may terminate this Agreement if Kornit does
                                         not cure that failure within 30 (thirty) days after Kornit receives a written notice
                                         from Spectra stating the facts on which Spectra based its determination that such a failure
                                         occurred.



 


		6.2.3	If either party breaches a material
                                         obligation of this Agreement, and such breach is not cured within 90 (ninety) days after
                                         receipt of the notice from the non-breaching party, the non-breaching party may terminate
                                         this Agreement.



 


		6.3	All financial obligations which
                                         had accrued but which were unpaid as of the effective date of termination shall survive
                                         termination. All financial obligations, which would have accrued after the effective
                                         date of termination shall terminate. All then-outstanding forecasts and purchase orders
                                         shall terminate without liability or consequence to either party as of the effective
                                         date of termination. All licenses granted hereunder shall survive termination, provided
                                         that Kornit continues to report and pay royalties required under Section 2.4.



 


		7.	MISCELLANEOUS



 


		7.1	The Parties agree to handle disputes
                                         in connection with this Agreement in accordance with Schedule 5.



 


		7.2	Spectra and Kornit are contractors
                                         independent of one another. Nothing in this Agreement is intended to or shall constitute
                                         either party as an agent, legal representative, partner, joint venture, franchisee, employee,
                                         or servant of the other for any purpose. Neither party shall make any contract, agreement,
                                         warranty, or representation on behalf of the other party, or incur any debt or other
                                         obligation in the other party’s name, or act in any manner which has the effect
                                         of making that party the apparent agent of the other; and neither party shall assume
                                         liability for, or be deemed liable as a result of, any such action by the other party.
                                         Neither party shall be liable by reason of any act or omission of the other party in
                                         the conduct of its business or for any resulting claim or judgment, including without
                                         limitation those arising from oral or written statements the other party makes in connection
                                         with its marketing efforts (other than statements made in reliance on written information
                                         which the first party furnishes to the other party).



 


*** 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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		7.3	Neither Spectra nor Kornit may assign this Agreement or any of their respective rights and
                                                               obligations under this Agreement without the express written consent of the other party before that assignment, except that
                                                               either party may without the other’s prior consent assign this Agreement to a successor in ownership of all or
                                                               substantially all of its assets. Any assignment under this                                          Section 7.3 will not
                                                               relieve the assigning party of its outstanding financial obligations,                                          if any,
                                                               incurred before the assignment. This Agreement shall be binding upon and inure                                          to
                                                               the benefit of the Parties and their respective successors and permitted assigns.



 


		7.4	A waiver of a default of any term
                                         of this Agreement shall not be construed as a waiver of any later default of that provision
                                         or as a waiver of the provision itself. A party’s performance after the other party’s
                                         default shall not be construed as a waiver of that default.



 


		7.5	Each term of this Agreement is
                                         severable. If a court, agency, or arbitrator having jurisdiction determines that any
                                         term is invalid or unenforceable under applicable law, that determination shall not affect
                                         the other terms of this Agreement, which other terms shall continue to be enforced as
                                         if the invalid or unenforceable provisions were omitted.



 


		7.6	Massachusetts law shall govern
                                         the interpretation and enforcement of this Agreement, except that the Federal Arbitration
                                         Act shall govern the interpretation and enforcement of Schedule 5.



 


		7.7	Except as this Agreement otherwise
                                         provides, no amendment to this Agreement shall be binding unless agreed to in writing
                                         executed by Spectra and Kornit, and no approval, consent, or waiver shall be enforceable
                                         unless signed by the granting party. The pre-printed terms of any order (including, without
                                         limitation, a purchase order), acknowledgment, or other form do not amend this Agreement.
                                         No document shall be deemed to amend this Agreement by implication.



 


		7.8	This Agreement (including the attached
                                         Schedules, which are hereby incorporated by reference) states the complete agreement
                                         between Spectra and Kornit concerning this subject, except as stated in Section 4.2,
                                         and supersedes all earlier oral and •written communications between Spectra and
                                         Kornit concerning this subject.



 


		7.9	All notices required or permitted
                                         under this Agreement and all requests for approvals, consents, and waivers must be in
                                         writing and must be delivered by a method providing for proof of delivery to the addresses
                                         listed below:



 


*** 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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In the case of Kornit:


Chief Executive Officer


Kornit Digital, Ltd.


5 David Navon Street


POB 8406


Moshav Magshimim 56910


Israel


Facsimile: +


 


	In the case of Spectra:	With a copy to:
	Chief Operating Officer	Laurel H. Finch, Attorney
	Spectra Printing	Heller Ehrman LLP
	Dimatix, Inc.	275 Middlefield Road
	109 Etna Road	Menlo Park, CA 94025-3506
	Lebanon, NH 03766-1422	Facsimile:  +1-650-324-0638
	Facsimile:  +1 603-448-9870	 


 


Any notice or request shall be
deemed to have been given on the date of receipt. Either party may change its address for the purposes of this Agreement by giving
the other party written notice of its new address.


 


		7.10	All rights granted to Kornit under
                                         this Agreement may be exercised by any Affiliate of Kornit agreeing to be bound by this
                                         Agreement.



 


AGREED TO AND ACCEPTED BY:


 


	SPECTRA PRINTING	 	KORNIT DIGITAL LTD.	 
	DIMATIX. INC.	 	 	 
	 	 	 	 
	/s/ Robert G. Rosenblum	 	/s/ Ofer Ben-Zur	 
	By:	 	By: 	 
	Robert G. Rosenblum	 	Ofer Ben-Zur	 
	 	 	Printed	 
	Chief Operating Officer	 	CEO	 
	 	 	Title:	 
	Jan. 10, 2006	 	Jan. 15, 2006	 
	Date:	 	Date:	 


 


*** 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 1


 


TERMS AND CONDITIONS


 


FORECASTS AND PRODUCTION ESTIMATES:
Customer will provide Spectra with a [***], [***] forecast of Spectra Product requirements; provided, however, that orders placed
hereunder are non-cancelable and non- deferrable beginning [***] prior to scheduled delivery date. Customer will provide Spectra
with [***] advance notice to add significant additional manufacturing capacity. Spectra may not be able to meet orders as a result
of changes in or requirements in excess of those set forth in [***] forecasts. Furthermore, the Parties agree to use their reasonable
efforts, particularly during significant ramp periods, to coordinate, communicate and level out product delivery requirements
so that Customer’s requirements and Spectra’s capacity are matched as closely as possible. Production estimates are
not guaranteed, but result from careful analysis of Customer’s submitted requirements and present reasonably expected output
under normal conditions.


 


ORDERS: Customer will order Spectra
Products through the issuance of purchase orders at least [***] in advance of the requested delivery dates. All preprinted terms
and conditions on purchase orders are superseded entirely by the terms and conditions of this Agreement. Each purchase order will
adequately identify the Spectra Product ordered by use of Spectra’s product code, set forth the requested quantity, and
specify the requested delivery method and date. Purchase orders must be in writing and may be sent via e-mail or facsimile to
Spectra’s Customer Service group. To confirm its acceptance of each purchase order, Spectra will issue an acknowledgement
of such purchase order in writing or sent via e-mail or facsimile within 5 (five) business days of receipt. If Customer does not
receive an acknowledgement of a purchase order within this timeframe, Customer should contact Spectra immediately to follow up
on the status of the order.


 


Upon receipt of any purchase order submitted
in accordance with this Agreement, Spectra will either: (i) accept the order, which will establish the delivery date; or (ii)
notify Customer of Spectra’s proposed delivery date, if Spectra is unable to deliver Spectra Product in the amounts and/or
at the time or times requested. Once accepted, this will become the commitment date. If Spectra cannot fulfill Customer’s
purchase orders due to a shortage of any Spectra Product, Spectra shall use its reasonable efforts to satisfy Customer’s
purchase requirements as closely as possible.


 


PRICES: Prices are exclusive of
federal, state or excise or use taxes which will be separately shown on invoices. Prices are [***] (INCO Terms). Specification
changes by Customer may affect prices. Customer must provide Spectra with a certificate for exemption from state taxes where applicable.


 


*** 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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PAYMENT AND SECURITY: Payment shall
be made by Customer within [***] of invoice date. For the purpose of securing payment of amounts due Spectra from the Customer
hereunder, Customer hereby grants to Spectra: (i) a continuing first purchase money security interest in the products to be shipped
hereunder, and all accessions thereto and substitutions therefor; and (ii) a continuing purchase money security interest in all
of the proceeds of the foregoing. If Customer fails to make payment to Spectra of any invoice for products shipped by Spectra
within [***] of the date of such invoice, or should Customer become insolvent or be a party to any bankruptcy or receivership
proceeding prior to full payment of all amounts payable hereunder, Spectra may, notwithstanding any other provisions herein set
forth, exercise any or all of its rights as a secured creditor under applicable law, including without limitation: (a) refuse
to make further shipments to Customer; (b) with or without demand or notice to Customer declare the entire amount unpaid immediately
due and payable; and (c) sell any or all of said products as permitted under applicable law, applying the proceeds of the sale
to the expenses of retaking, repairing and selling said products, reasonable attorney’s fees and to the satisfaction of
all indebtedness then due and unpaid. Any surplus shall be paid to Customer and any deficiency shall be paid to Spectra by Customer.
All past due amounts shall accrue delinquency charges at the rate of [***]% ([***] percent) per month.


 


The foregoing notwithstanding, as to orders
including any special or custom-made equipment and as to any Customer which Spectra in its sole discretion determines to have
insufficient credit worthiness, Spectra reserves the right to require all or a portion of the invoice amount in advance if commencing
work on an order, and, as the case may be, a portion upon shipment and the balance within [***] of invoice. For orders shipped
outside the United States payment may be made by bank draft (on a bank acceptable to Spectra) or by confirmed, irrevocable letter
of credit (naming Spectra as beneficiary) with order or other terms as arranged by Spectra. Any charges related to such letter
of credit or other payment arrangement shall be for Customer’s account.


 


Nothing herein shall require Spectra to
ship Spectra Products to Customer if any of the requirements in this Schedule are not fulfilled by Customer.


 


DELIVERY: Delivery to a public
carrier at Spectra’s manufacturing facility, consigned as Customer directs, shall constitute transfer of the shipment’s
title, ownership, possession, and property to Customer at point of such delivery. Carrier will thereafter be deemed as acting
for Customer and the shipment will be at Customer’s risk. Spectra Products will be delivered to Customer in packaging reasonably
acceptable to Customer, given shipment, warehousing and storage requirements. Customer will advise Spectra in writing of any special
packaging or labeling requirements at the time of placing an order. Customer will pay the cost of any special packaging.


 


WARRANTY: All Spectra Products
are warranted to be  free of defects in materials and workmanship and to  conform to Spectra specifications in effect at the
date of shipment for a period of  eighteen (18) months from date of shipment by Spectra. Any products labeled
as pre-production release or prototypes, warranty coverage will be on materials and workmanship only and for a period of
 3 months from date of shipment. Products repaired or replaced under warranty will carry coverage for the balance of warranty
period of the product from when such product was returned to Spectra.


 


During the warranty period, Spectra
will, at its option,  repair, replace or refund the purchase price of Spectra products which prove to be defective
in materials or workmanship or which do not conform to the applicable Spectra specifications. Customer must return Spectra
products to the facility designated by Spectra. Customer shall obtain a return materials authorization number
(“RMA”) and shipping instructions from Spectra, follow the proper cleaning/flushing procedures in accordance with
the respective product manual, and return the product shipping charges prepaid. Shipping charges for all agreed warranty
returns will be paid by Spectra and by Customer for all rejected warranty returns. Warranty excludes all costs of customs
clearance and any other related charges. All replaced products shall become the property of Spectra.


 


*** 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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 The foregoing warranty shall not
apply to defects or non-conformance with Spectra specifications that result from:


 


		(1)	improper installation, use, storage,
                                         care or maintenance by Customer or its customers;



		(2)	modification or alteration, damage,
                                         neglect, or abuse of a Spectra product;



		(3)	operation of a Spectra product out
                                         of specification including power and environmental specifications;



		(4)	use of Inks or other chemicals not
                                         furnished or Certified by Spectra; or



		(5)	externally induced contamination (including
                                         but not limited to defective Certified Inks not supplied by Spectra and premature drying
                                         of inks in the nozzles).



 


DISCONTINUANCE: Spectra may, at
its option, discontinue Products supplied under this Agreement, provided however, that: (i) Spectra gives Customer 180 (one hundred
eighty) day notice of any planned discontinuance; and (ii) Spectra provides Customer with an end of life purchase program.


 


INFRINGEMENT OF THIRD PARTY RIGHTS:
Spectra shall promptly investigate and defend at its expense all claims that the manufacture, use, maintenance, sale or other
disposition of any Spectra Product infringes, induces the infringement of, or otherwise violates any patent, copyright, mask work,
trademark, trade secret, or proprietary or other information of any third party, and Spectra shall pay and discharge all judgments
or decrees against Customer which result from those claims. Spectra may, with Customer’s consent (which Customer shall not unreasonably withhold), settle any such
claim on terms of Spectra’s choosing, if those terms do not conflict with this Agreement; provided, however, that Spectra
shall not be obligated to the extent (i) Customer fails to give Spectra prompt notice of the claim, appropriate authority to settle
or defend it, or the information and assistance necessary to conduct the defense, or (ii) the claims of infringement arise from
or are based upon (A) Customer’s or any third party’s enhancements, modifications, alteration or implementation of
a Spectra Product, or (B) the combination of a Spectra Product with any device Spectra did not directly furnish to Customer.


 


If (i) a court, agency, or arbitrator having jurisdiction holds that, or Spectra agrees in writing with any
third party that, any Spectra Product infringes a patent, copyright, mask work, or trademark or involves an unlawful use of a third
party’s proprietary or other information, (ii) an injunction issues against Customer’s manufacturing, use, or marketing
of a Spectra Product, or (iii) in Spectra’s opinion that Spectra Product is likely to become the subject of an infringement
claim, then Spectra shall at its expense use reasonable efforts to: (x) obtain for Customer rights sufficient in scope to allow
Customer to continue to make, use, sell, and market that Spectra Product, or (y) replace or modify that Spectra Product so that
it becomes non-infringing.


 


Spectra shall not be liable under this
infringement section for any claim, and Customer’s rights under this infringement section shall not attach to a claim, to
the extent that claim is based on information, devices, or processes furnished by someone other than Spectra. Customer shall defend
and hold Spectra harmless against any expense, judgment or loss for alleged infringement or violation of any patents, copyrights,
mask works, trade secrets, trademarks, or proprietary or other information which result from Spectra’s compliance with Customer’s
designs, specifications or instructions. The foregoing states the entire obligation of Spectra with respect to infringement or
the like.


 


CANCELLATION OR RETURNS: If Spectra
agrees to the cancellation by Customer of an order within [***] of scheduled delivery, all future work thereon will be stopped
by Spectra as soon as reasonably possible and a cancellation charge will be rendered in the amount of the costs incurred to the
date of stoppage plus [***]% ([***] percent), less allowances Spectra may be able to make for standard components and salvage.
Cancellations as to any completed items shall not be effective and the order will be shipped and billed to the Customer at the
order prices.


 


*** 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 SPECTRA PRODUCTS


 


Prices for all Spectra Products include
standard packaging.


 


		A.	PRINTHEADS and JETTING
                                         ASSEMBLIES



 


	PART NUMBER	 	DESCRIPTION	 	ACCUMULATED

    ORDER QTY	 	 	UNIT PRICE	 


 


256-Channel Jetting Assemblies


 


	05536	 	Nova JA 256/80 AAA	 	 	 	 		 
	08991	 	Galaxy JA 256/30 AAA	 	 	 	 	 	 
	09272	 	Galaxy JA 256/50 AAA	 	 	 	 	 	 
	09493	 	Galaxy JA 256/80 AAA	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***]+	 	$	[***]	 



 


	09158	 	Spectra SL-128	 	 	 	 		 
	09084	 	Spectra SM-128	 	 	 	 	 	 
	08935	 	Spectra SE-128	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***]+	 	$	[***]	 



 


*** 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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		B.	OTHER HARDWARE



 


	PART NUMBER	 	DESCRIPTION	 	INDIVIDUAL
 ORDER QTY	 	UNIT
 PRICE	 
	3800-038	 	Pressure Regulator	 	[***]-[***]	 	$	[***]	 
	 	 	 	 	[***]-[***]	 	$	[***]	 
	 	 	 	 	[***]+	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	08162	 	Meniscus Pressure Controller (MPC)	 	[***]-[***]	 	$	[***]	 
	 	 	 	 	[***]-[ ***]	 	$	[***]	 
	 	 	 	 	[***]+	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	06543	 	Miata Remote Lung/Reservoir	 	[***]-[ ***]	 	$	[***]	 
	 	 	 	 	[***]-[***]	 	$	[***]	 
	 	 	 	 	[***]+	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	08371	 	Molded Lung Module (MLM) 1)	 	[***]-[ ***]	 	$	[***]	 
	 	 	 	 	[***]-[ ***]	 	$	[***]	 
	 	 	 	 	[***]+	 	$	[***]	 
	05841	 	Miata Remote Lung	 	[***]	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	04649	 	HDEM-4	 	[***]-[***]	 	$	[***]	 
	 	 	 	 	[***]-[***]	 	$	[***]	 
	 	 	 	 	[***]+	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	3500-189	 	HDEM Daughter Cards	 	[***]	 	$	[***]	 
	3800-037	 	HDC2	 	[***]	 	$	[***]	 



 


*** 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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		C.	INK PRODUCTS




 


Note: All ink prices are per order,
per color.


 


	PART NUMBER	 	DESCRIPTION	 	INDIVIDUAL
 ORDER QTY	 	UNIT
 PRICE(per
 case)	 
	00146-01	 	SABRE Black 5)	 	[***]-[***]	 	$	[***]	 
	 	 	 	 	[***]-[***]	 	$	[***]	 
	 	 	 	 	[***]+	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	See table below	 	Seurat UV Curing Ink 2)	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***]+	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	See table below	 	Kappa UV Curing Ink 2)	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***]+	 	$	[***]	 
	01880	 	Sirius, Ink 3)	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***]+	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	01881	 	Sirius, Clear Solvent, Flush 3)	 	 	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	01882	 	Sirius, Clear, Cleaning Spray 4)	 	 	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	7060-804-93	 	7060 Model Fluid	 	[***]	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	04322	 	7060 Model Fluid	 	[***]	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	06291	 	Clear Flush	 	[***]	 	$	[***]	 



 


		1)	The pricing for these products
                                         is subject to full and final release by Spectra. No guarantee is implied as to these
                                         products ever becoming available from Spectra.



		2)	Each case contains 4 (four)
                                         1 liter bottles.



		3)	Each case contains 6 (six)
                                         1 liter bottles.



		4)	Each case contains 24 (twenty-four)
                                         125 ml bottles.



		5)	Each case
                                         contains 40 100g ink pucks.



 


PART NUMBER AND DESCRIPTION - UV
CURING INKS


 


	SEURAT RANGE
	00052	Ink,
    black
	00055	Ink, yellow
	00058	Ink, magenta
	00060	Ink, cyan
	KAPPA
    RANGE
	03604	Ink, black


 


Prices for all Spectra Products include
standard packaging.


 


		D.	VOLUME DISCOUNTS



 


Fees


		1)	Printhead Volume Discount Fee of $[***]



		2)	The Printhead Volume Discount Fee is
                                         payable to Spectra prior to Kornit shipping - or using — commercial 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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		3)	Upon payment of the Printhead Volume
                                         Discount Fee, Kornit will obtain the following rights:



 





	PART NUMBER	 	DESCRIPTION	 	ACCUMULATED
 ORDER QTY	 	UNIT 
 PRICE	 
	256 Channel Jetting Assemblies	 		 	[***]	 	$	[***]	 
	128 Channel Jetting Assemblies (SL, SM, SE)	 	 	 	[***]	 	$	[***]	 



 


*** 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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PRICE INCREASES


 


Beginning  12 (twelve) months after
the date of this Agreement, Spectra may, by written notice delivered  90 (ninety) days in advance to Customer,
increase prices for Products listed on 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.


 


*** 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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ROYALTIES


 


		1)	Kornit will pay to Spectra a royalty
                                         of 5% (five percent) of the amounts received by Kornit (net of returns and allowances
                                         and sales and use taxes) upon the sale by Kornit of Ink for use in Kornit Products, except
                                         Spectra Ink.



 


		2)	If Kornit does not supply Ink to be
                                         used in Kornit Products Kornit will, in lieu of 1) above, pay to Spectra a royalty of
                                         2% (two percent) of the amounts received by Kornit (net of returns and allowances
                                         and sales and use taxes) upon the sale by Kornit of Kornit Products.



 


		3)	The first $500,000 of ink sales (on an
                                         annual basis) 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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SCHEDULE
3


 


RESERVED
MARKETS: EXCLUSIVE RIGHTS RESERVED

BY SPECTRA TO OTHER CUSTOMERS


 


		I.	Product Identification



 


Exclusive Market shall
mean the following:


The market for systems
incorporating less than $[***] of Spectra supplied Printheads, where such systems are used for printing with ink on packaging,
labels or tangible products. The scope of this Reserved Market does not include


		(i)	systems used in commercial printing
                                         environments,



		(ii)	the printing of goods where the
                                         primary value of the goods is the printed content, and



		(iii)	other detailed exemptions available
                                         from Spectra upon request.



 


*(In January of each year after 2005,
the price thresholds set forth above are adjusted for inflation or deflation. The price thresholds in effect on any date can be
obtained by contacting Spectra.)


 


*** 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
4


 


CONFIDENTIALITY AND

INTELLECTUAL PROPERTY RIGHTS


 


Confidentiality:


“Confidential
Information” means all information which one party (“Discloser”) discloses to the other party (“Recipient”)
during the term of this Agreement: (i) in documents or other tangible materials clearly marked “CONFIDENTIAL”; or
(ii) orally, or in any other intangible form, when first disclosed to the Recipient, if at that time the Discloser tells the Recipient
that the information is confidential and if the Discloser describes the information in writing or other tangible materials clearly
marked “CONFIDENTIAL” and delivers them to the Recipient within 30 (thirty) calendar days after the information is
first disclosed to the Recipient. “Confidential Information” does not include any information which the Recipient
can show:


		(a)	the Recipient knew at the time
                                         of disclosure;



		(b)	the public knows or which is or
                                         becomes readily ascertainable by the public, and through no wrongful act of the Recipient;



		(c)	the Recipient receives from a third
                                         party without breaching an obligation owed to the Discloser, if the third party does
                                         not restrict the Recipient from disclosing that information;



		(d)	is independently developed by or
                                         for the Recipient;



		(e)	the Discloser discloses to a third
                                         party without similar restrictions on disclosure; or



		(f)	is required to be disclosed by
                                         law, provided, however, that in the event Recipient is ordered to disclose the Discloser’s
                                         Confidential Information pursuant to a judicial or governmental request, requirement
                                         or order, Recipient shall immediately, and in any event prior to complying therewith,
                                         notify the Discloser and take reasonable steps to assist Discloser in contesting such
                                         request, requirement or order or otherwise protecting Discloser’s rights, and Recipient
                                         may not disclose any Discloser Confidential Information in response to any law, rule
                                         or regulation, including disclosure rules of the Securities and Exchange Commission,
                                         without the Discloser’s written consent in each case, which consent shall not be
                                         unreasonably withheld or delayed.



 


During the Term and
for 5 (five) years after the Term, the Recipient shall use reasonable efforts to prevent the disclosure of any Confidential Information
to any other person, subject to (f) above, and shall not analyze or reverse engineer any samples, prototypes or products labeled
“Confidential” and provided hereunder. All materials containing Confidential Information delivered by the Discloser
under this Agreement are and shall remain the property of the Discloser. At the Discloser’s written request upon termination
of the Recipient’s right to possess the Discloser’s Confidential Information, the Recipient shall promptly return
to the Discloser, or destroy and certify the destruction of, all those materials and any copies. The Recipient agrees that it
will not utilize or include any Confidential Information of Discloser in any patent or copyright filing.


 


*** 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.


 




    	1



    	 



    




 


Except as this Agreement
expressly provides, this Agreement does not: (i) restrict either party from developing new products, improving existing products,
or marketing any new, improved, or existing products; or (ii) commit either party to disclose any particular information or to
develop, make, use, buy, sell, or otherwise dispose of any existing or future product, or to favor or recommend any product or
service of the other party.


 


This Agreement does
not enlarge, diminish, or affect the rights and obligations that either party may have or come to have under any other written
agreement they both sign, or, except as this Agreement expressly provides, with respect to any patent or copyright of either party.
Except as this Agreement or such other written agreement specifically provides, there shall be no restrictions on the use or disclosure
of any information the Parties exchange at any time, in the past or in the future, other than restrictions that either party may
independently have a right to assert under the patent, copyright, or mask work laws.


 


Intellectual Property Rights:


Each party will retain
its existing intellectual property rights and nothing in this Agreement will amend that understanding. Furthermore, each party
will own all Technology developed solely by its employees, agents, representatives and consultants. In the case that a joint invention
by employees, agents, representatives or consultants of Customer and Spectra is made in connection with Agreement, then both Parties
will own an equal interest in such Technology and any patents which issue as a result. In the event that one party is granted
a patent which incorporates Confidential Information of the other party, that one party will grant upon request a paid up, worldwide
right and license under such patent to the other party to make, have made, use and sell products of the other party.


 


*** 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
5


 


DISPUTES


 


In the event of any
dispute, controversy or claim between the Parties arising directly or indirectly under this Agreement, whether based on contract,
tort, fraud, misrepresentation or other legal theory, the Parties shall attempt in good faith to resolve such matter through mediation.
Such mediation shall be conducted in accordance with The CPR Mediation Procedure of the CPR Institute for Dispute Resolution in
effect on the date of this Agreement. If either party refuses to engage in such mediation, or if such mediation has not resolved
the dispute, controversy or claim within [***], or such longer period as the Parties may agree, then the provisions below shall
apply.


 


Except for disputes
concerning Spectra’s indemnification obligations regarding infringement of third party rights, and except as otherwise
provided in this Agreement, Customer and Spectra shall settle by arbitration any controversy or claim between them arising
directly or indirectly under this Agreement, whether based on contract, tort, fraud, misrepresentation, or other legal theory
that is not resolved through mediation as provided in the paragraph above. The arbitration shall occur in Massachusetts,
under the then current Rules for Non-Administered Arbitration and supervision of the CPR Institute for Dispute Resolution,
except as otherwise provided herein. If the dispute involves a claim for money in the amount of $[***] ([***] dollars) or
less and does not involve any claims relating to ownership, use, or disclosure of intellectual property (other than a claim
of unlawful ownership, use or disclosure of intellectual property arising solely from a failure to pay a license fee or
royalty), the arbitration shall be before a single arbitrator whom Customer and Spectra shall select from a panel of persons
knowledgeable in business information and data processing systems; otherwise, the arbitration shall be before
three arbitrators, one selected by Customer, one selected by Spectra, and the third selected by the two arbitrators selected.
The arbitrator or arbitrators shall not have the power to award punitive or exemplary damages. The decision and award of
the arbitrator or arbitrators shall be final and binding and the award rendered may be entered in any court having
jurisdiction. Customer and Spectra shall each pay its own attorney’s fees associated with the arbitration, and shall
pay the other costs and expenses of the arbitration as the rules of the American Arbitration Association provide.


 


Spectra and Customer
may each petition a court of law for injunctive relief to protect its respective intellectual property.


 


If one party files a
court action alleging claims subject to binding arbitration under this Schedule and the other party successfully stays the court
action or compels arbitration of the claims, or both, the party filing the court action shall pay the other party’s costs
and expenses, including attorneys’ fees, of obtaining such stay or compulsion.


 


Neither Customer nor
Spectra may bring any action, regardless of form, related to this Agreement, more than two years after the cause of action accrues.


 


*** 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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The duty to arbitrate
extends to any director, officer, employee, agent, subsidiary, or Affiliate making or defending any claim which would otherwise
be arbitrable.


 


Each part of this Schedule is severable.
A holding that any part of this Schedule is unenforceable shall not affect the duty to arbitrate under any part of this Schedule.


 


*** 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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