ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

As previously reported, on September 4, 2007, DSP Group, Inc. (the "Company") completed its acquisition (the "Acquisition") of the cordless and VoIP terminals business (the "CIPT Business") of NXP B.V. ("NXP"). In connection with the Acquisition, the Company and NXP entered into, among other agreements, the Manufacturing Services Collaboration Agreement, effective as of September 4, 2007 (the "MSCA"). Pursuant to the MSCA, NXP agreed to provide the Company and its affiliates specified manufacturing, pre-testing, assembling and final-testing services relating to CIPT Business products at agreed upon prices for up to seven years following the closing of the Acquisition. The MSCA also set forth specified capacity guarantees by NXP, logistics for provision of production schedules by the Company and its affiliates, the Company's purchasing obligations, penalties for late/non delivery by NXP and various technical specifications for the manufacturing services.

On January 27, 2009, the Company, NXP and DSP Group, Ltd., the Company's Israeli subsidiary, entered into an Amendment Agreement to the Manufacturing Services Collaboration Agreement (the "MSCA Amendment"). Pursuant to the MSCA Amendment, the Company and NXP agreed to specified price modifications for manufacturing services relating to CIPT Business products during the term of the MSCA, modified logistics for provision of production schedules by the Company and its affiliates to NXP, modified lead-times for CIPT Business products to be produced by NXP, modified the Company's purchasing obligations and NXP's penalties for late/non delivery of the CIPT Business products to the Company and modified specified manufacturing services and logistics associated with the closure of the NXP facility in Fishkill, U.S.

A redacted copy of the MSCA Amendment will be filed as an exhibit to the Company's Annual Report on Form 10-K for the year ended December 31, 2008.

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