Exhibit 10.6


  


FUJIFILM DIMATIX,
INC. and KORNIT DIGITAL LTD.


 


OEM SUPPLY AGREEMENT
AMENDMENT #1


 


THIS SUPPLY AGREEMENT
AMENDMENT #1 is made and entered into as of September 20, 2006 (“Effective Date”) by and between FUJIFILM DIMATIX,
INC. formerly Spectra Printing, a division of Dimatix, Inc. (“FDMX””), a corporation organized under the laws
of the State of Delaware, U.S.A., and Kornit Digital Ltd. (“Kornit”), organized under the laws of Israel, collectively
the “Parties”.


 


WHEREAS, the Parties have entered into
the OEM Supply Agreement dated January 6, 2006 (the “Agreement”), and wish to add the terms of this Amendment #1 to
the contractual relationship between the Parties.


 


NOW THEREFORE, the Parties hereby agree
as follows:


 


		1.	DEFINITIONS



 


		1.1	Capitalized
                                         terms not defined herein shall have the meaning ascribed to them in the Agreement.



 


		1.2	“Amendment
                                         #1” shall mean this Supply Agreement Amendment #1 between FDMX and Kornit.



 


		1.3	“Agreement”
                                         shall mean the Agreement, and this Supply Agreement Amendment #1.



 


		2.	CHANGES



 


		2.1	PRODUCT
                                         PRICES AND TERMS. The Parties agree to delete the original Schedules 1, 2, and
                                         3 in their entirety and replace them with the attached new Schedules 1, 2, and 3.



 


		3.	GENERAL



 


		3.1	The
                                         Parties agree that the Agreement as amended states the complete agreement between FDMX
                                         and Kornit concerning this subject, and supersedes all earlier oral and written communications,
                                         representations, promises and agreements between FDMX and Kornit concerning this subject.



 


	AGREED TO AND ACCEPTED
    BY:	 
	FUJIFILM DIMATIX, INC.	KORNIT DIGITAL LTD.
	 	 
	 	 	/s/ Ofer Ben-Zur	 
	By:	By:
	 	 
	/s/ John C. Batterton	 	Ofer Ben-Zur	 
	John C. Batterton	Printed
	 	 
	President & CEO	CEO	 
	Title	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.
 




    	 



    

 


SCHEDULE 2


 


PRICES FOR FUJIFILM
DIMATIX, INC. (“FDMX”)PRODUCTS


 


Prices for all FDMX 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	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***]+	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	08991	 	Galaxy JA 256/30 AAA	 	Same	 	 	 	 
	 	 	 	 	 	 	 	 	 
	09272	 	Galaxy JA 256/50 AAA	 	Same	 	 	 	 
	 	 	 	 	 	 	 	 	 
	09493	 	Galaxy JA 256/80 AAA	 	Same	 	 	 	 
	 	 	 	 	 	 	 	 	 
	128-Channel Jetting Assemblies	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 
	“AA” Models	 	 	 	 	 	 	 	 
	09158	 	Spectra SL-128	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***]+	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	09084	 	Spectra SM-128	 	Same	 	 	 	 
	 	 	 	 	 	 	 	 	 
	08935	 	Spectra SE-128	 	Same	 	 	 	 
	 	 	 	 	 	 	 	 	 
	“CR”
    Models1)	 	 	 	 	 	 	 	 
	12949	 	Spectra SL-128	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***]+	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	12941	 	Spectra SM-128	 	Same	 	 	 	 
	 	 	 	 	 	 	 	 	 
	12944	 	Spectra SE-128	 	Same	 	 	 	 





 


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



 



    	*** 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	 	Remote Lung/Reservoir	 	[***]-[***]	 	$	[***]	 
	 	 	 	 	[***]-[***]	 	$	[***]	 
	 	 	 	 	[***]+	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	08371	 	Molded Lung Module (MLM)	 	[***]-[***]	 	$	[***]	 
	 	 	 	 	[***]-[***]	 	$	[***]	 
	 	 	 	 	[***]+	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	05841	 	Remote Lung, S.S.	 	[***]-[***]	 	$	[***]	 
	 	 	 	 	[***]-[***]	 	$	[***]	 
	 	 	 	 	[***]+	 	$	[***]	 
	04649	 	Head Drive Electronics Module	 	[***]-[***]	 	$	[***]	 
	 	 	(HDEM-4)	 	[***]-[***]	 	$	[***]	 
	 	 	 	 	[***]+	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	3500-189	 	HDEM Daughter Cards	 	[***]	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	3800-037	 	Head Drive Control Board (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 Black2	 	[***]-[***]	 	$	[***]	 
	 	 	 	 	[***]-[***]	 	$	[***]	 
	 	 	 	 	[***]+	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	11214	 	Kappa UV Curing Ink Black3	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***]+	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	01880	 	Sirius, Ink4	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***] to [***]	 	$	[***]	 
	 	 	 	 	[***]+	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	01881	 	Sirius, Clear Solvent, Flush4	 	 	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	01882	 	Sirius, Clear, Cleaning Spray5	 	 	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	7060-804-93	 	7060 Model Fluid	 	[***]	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	04322	 	Model Fluid - Blue	 	[***]	 	$	[***]	 
	08178	 	Model Fluid - Black	 	[***]	 	$	[***]	 
	08180	 	Model Fluid - Yellow	 	[***]	 	$	[***]	 
	08399	 	Model Fluid - Red	 	[***]	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	12327	 	Model Fluid, Room Temp - Blue	 	[***]	 	$	[***]	 
	12329	 	Model Fluid, Room Temp - Black	 	[***]	 	$	[***]	 
	12328	 	Model Fluid, Room Temp - Yellow	 	[***]	 	$	[***]	 
	12321	 	Model Fluid, Room Temp - Red	 	[***]	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	06291	 	Clear Flush	 	[***]	 	$	[***]	 





 


		2)	Each
                                         case contains 40 100g ink pucks.



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



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



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



 


Prices for all FDMX Products include
standard packaging.


 


D.           VOLUME
DISCOUNTS


 


Fees


 


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



		2)	The
                                         Printhead Volume Discount Fee is payable to FDMX prior to Kornit shipping — or
                                         using - commercial products.



		3)	Upon
                                         payment of the Printhead Volume Discount Fee, Kornit will obtain the following rights:



 



    	*** 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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	PART NUMBER	 	DESCRIPTION	 	INDIVIDUAL

    ORDER QTY	 	UNIT PRICE
	256 Channel Jetting Assemblies	 	[***]	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	128 Channel Jetting Assemblies (“AA” Models)	 	[***]	 	$	[***]	 
	 	 	 	 	 	 	 	 	 
	128 Channel Jetting Assemblies (“CR” Models)	 	[***]	 	$	[***]	 





 


PRICE INCREASES


 


Beginning  12 (twelve) months after
the date of this Agreement, FDMX 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.


 


ROYALTIES


 


		1)	Kornit
                                         will pay to FDMX 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 FDMX 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 FUJIFILM DIMATIX, INC. TO OTHER CUSTOMERS


 


The exclusive market reserved by FDMX
refers to monochrome or spot color (as opposed to process color) applications for printing date or lot codes, bar codes, serial
and part numbers, prices, manufacturer’s name, ingredients, nutritional data, instructions, warnings or other product-related
or manufacturer-related information (referred to herein as “Product Identification Information”).


 


More specifically, the exclusive reserved
market is further limited to applying Product Identification Information:


 


(1)         directly
onto products or onto the packaging for products;


(2)         in
a product manufacturing or distribution environment; and


(3)         using
a system (a) incorporating less than $[***]* of FDMX Jetting Assemblies or (b) in the case of printing packaging or labels, using
a system having a selling price of less than $[***]* (excluding materials handling subsystems) or (c) in the case of printing
on products, using a system having a selling price less than $[***]* (excluding materials handling subsystems).


 


An application that does not meet all
of the criteria (1), (2) and (3) is outside the exclusive reserved market.


 


In addition to the above limits on the
exclusive reserved market, the reserved market does not include:


 


		(i)	any
                                         system that combines Product Identification Information and information other than Product
                                         Identification Information;



		(ii)	any
                                         system that uses process color printing, whether alone or in combination with monochrome
                                         or spot color printing;



		(iii)	any
                                         system that jets fluids other than human-perceivable inks, such as conductive fluids
                                         for electronics, bio materials for analysis, etc. (referred to herein as “Functional
                                         Fluids”), whether jetting Functional Fluids alone or in combination with human-perceivable
                                         inks;



		(iv)	printing
                                         using inks that are invisible to the naked eye, including but not limited to infrared
                                         ink;



		(v)	printing
                                         of goods where the primary value of the goods is the printed content, such as documents,
                                         posters, signs, etc. (referred to herein as “Printed Media”); and



		(vi)	any
                                         system used in commercial printing environments (for example, where Printed Media is
                                         produced) or other environments outside of manufacturing and distribution environments.



  



    	*** 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
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 will be available upon request.


 


SCHEDULE 1


 


TERMS AND CONDITIONS


 


FORECASTS AND PRODUCTION ESTIMATES:
Customer will provide Fujifilm Dimatix, Inc. (“FDMX”) with a [***], [***] forecast of FDMX Product requirements;
provided, however, that orders placed hereunder are non-cancelable and non-deferrable beginning [***] prior to scheduled delivery
date. Customer will provide FDMX with [***] advance notice to add significant additional manufacturing capacity. FDMX 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 FDMX’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 FDMX
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 FDMX Product ordered by use of FDMX’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 FDMX’s
Customer Service group. To confirm its acceptance of each purchase order, FDMX 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 FDMX immediately to follow up on the status of the order.


 


Upon receipt of any purchase order submitted
in accordance with this Agreement, FDMX will either: (i) accept the order, which will establish the delivery date; or (ii) notify
Customer of FDMX’s proposed delivery date, if FDMX is unable to deliver FDMX Product in the amounts and/or at the time or
times requested. Once accepted, this will become the commitment date. If FDMX cannot fulfill Customer’s purchase orders
due to a shortage of any FDMX Product, FDMX 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 FDMX 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 FDMX from the Customer hereunder,
Customer hereby grants to FDMX: (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 FDMX of any invoice for products shipped by FDMX 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, FDMX 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 FDMX 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 FDMX in its sole discretion determines to have insufficient
credit worthiness, FDMX 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 FDMX) or by confirmed, irrevocable letter of credit
(naming FDMX as beneficiary) with order or other terms as arranged by FDMX. Any charges related to such letter of credit or other
payment arrangement shall be for Customer’s account.


 


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


 


DELIVERY: Delivery to a public
carrier at FDMX’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. FDMX Products will be delivered to Customer in packaging reasonably
acceptable to Customer, given shipment, warehousing and storage requirements. Customer will advise FDMX 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 FDMX Products
are warranted to be  free of defects in materials and workmanship for a period of  eighteen (18) months from date of shipment
by FDMX. Furthermore, all FDMX Products, when used with Inks and other fluids furnished or Certified by FDMX, are warranted
to  conform to FDMX specifications in effect at the date of shipment for a period of eighteen (18) months from date
of shipment by FDMX.


 


For any products labeled as pre-production
release or prototypes, warranty coverage will be on materials and workmanship only and for a period of three (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 FDMX.


 



    	*** 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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During the warranty period,
FDMX will, at its option,  repair, replace or credit the purchase price of FDMX products which prove to be defective  in
materials or workmanship or which do not conform to the applicable specifications as stated above. Customer must return FDMX
products to the facility designated by FDMX. Customer shall obtain a return materials authorization number
(“RMA”) and shipping instructions from FDMX, 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 FDMX and by Customer shall pay for shipping 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 FDMX.


 


The foregoing warranty shall not apply
to defects or non-conformance with FDMX 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 FDMX product;



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



		(4)	externally
                                         induced contamination (including but not limited to premature drying or curing of inks
                                         in the nozzles).



 


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


 


INFRINGEMENT OF THIRD PARTY RIGHTS:
FDMX shall promptly investigate and defend at its expense all claims that the manufacture, use, sale or other disposition
of any FDMX 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 FDMX shall pay and discharge all judgments or decrees
against Customer which result from those claims. FDMX may, with Customer’s consent (which Customer shall not unreasonably withhold), settle any such
claim on terms of FDMX’s choosing, if those terms do not conflict with this Agreement. FDMX shall not be obligated to the
extent (i) Customer fails to give FDMX prompt notice of the claim, appropriate authority to settle or defend it, or the information
and assistance reasonably 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 (x) use of a FDMX Product in a manner for which it was not intended or (x) enhancements,
modifications, alteration or implementation of a FDMX Product, or (B) the combination of a FDMX Product with anything FDMX did
not directly furnish to Customer.


 


If (i) an injunction issues against Customer’s manufacturing, use, or marketing of a FDMX Product, or
(ii) in FDMX’s opinion that FDMX Product such an injunction is likely to issue, then FDMX 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
FDMX Product, or (y) replace or modify that FDMX Product so that it becomes non-infringing. The foregoing states the entire obligation
of FDMX with respect to an injunction or the like.


 


FDMX 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 FDMX. Customer shall indemnify, defend
and hold FDMX 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 FDMX’s compliance with Customer’s
designs, specifications or instructions.


 



    	*** 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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GENERAL INDEMNIFICATION: FDMX shall
indemnify, defend and hold Customer harmless against any expense, judgment or loss for arising out of or related to any gross
negligence or intentionally tortious acts or omissions of FDMX or its agents. Customer shall indemnify, defend and hold FDMX harmless
against any expense, judgment or loss for arising out of or related to (i) any gross negligence or intentionally tortious acts
or omissions of Customer or its agents and/or (ii) Customer’s use of any FDMX Product to the extent FDMX is not obliged
to Customer under “Infringement of Third Party Rights” above.


 


CANCELLATION OR RETURNS: If FDMX
agrees to the cancellation by Customer of an order within [***] of scheduled delivery, all future work thereon will be stopped
by FDMX 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 FDMX 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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