Amendment No. 2 to the SYNC Generation 2 On-Board Navigation Agreement



 Exhibit 10.26.2 

AMENDMENT NO. 2 
 TO THE 
 SYNC GENERATION 2 ON-BOARD NAVIGATION AGREEMENT 

BETWEEN 

FORD MOTOR COMPANY AND TELENAV, INC. 
 THIS AMENDMENT NO. 2 (“Amendment”), effective as of October 28, 2010 (“Amendment Effective Date”) supplements and amends the terms of the SYNC Generation 2 On-Board
Navigation Agreement, dated October 12, 2009 (“Agreement”), by and between Ford Motor Company (“Buyer” or “Ford”), a Delaware corporation with its principal office at One American Road, Dearborn, Michigan
48126, on behalf of itself and the Ford Related Companies, and TeleNav, Inc. (“Supplier” or “TeleNav”), a Delaware corporation with its principal office at 1130 Kifer Road, Sunnyvale, CA 94086, on behalf of itself and the
TeleNav Related Companies. Capitalized terms not otherwise defined shall have the meanings ascribed to them in the Agreement. 
 WHEREAS, the
parties wish to revise [*****]. 
 NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Amendment, the
parties agree as follows: 
  

	1.	Attachment V: Pricing and Royalty, Section 3, delete the pricing matrix located under [*****] as follows: 


[*****] 
  

					
	 Content
	  	Price	 
	 [*****]
	  	 	[*****]	  
	 [*****]
	  	 	[*****]	  
		  	  
	  
	 
	 Total
	  	 	[*****]	  
		  	  
	  
	 

 and replace it with the following new pricing matrix: 

[*****] 
  

					
	 Content
	  	Price	 
	 [*****]
	  	 	[*****]	  
	 [*****]
	  	 	[*****]	  
	 [*****]
	  	 	[*****]	  
	 [*****]
	  	 	[*****]	  
	 [*****]
	  	 	[*****]	  
	 [*****]
	  	 	[*****]	  
		  	  
	  
	 
	 Total:
	  	 	[*****]	  
		  	  
	  
	 

  

	2.	After Attachment V, add Attachment VI, attached hereto and incorporated by reference herein. 


Except as modified and amended by this Amendment, the terms of the Agreement are ratified and confirmed by the parties hereto. This Amendment is
incorporated into and made a part of the Agreement by the parties. 

  
  

[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions. 
  

					
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 IN WITNESS WHEREOF, the parties have executed this Amendment by their authorized representatives as
of the Amendment Effective Date. 
  

									
	FORD MOTOR COMPANY	 		 	TELENAV, INC.
					
	By:	 	/s/ Charles Broadwater	 		 	By:	 	/s/ Douglas S. Miller
		 	(Signature)	 		 		 	(Signature)


									
					
	Name:	 	Charles Broadwater	 		 	Name:	 	Douglas S. Miller
		 	(Printed Name)	 		 		 	(Printed Name)


									
					
	Title:	 	Supervisor Navigation	 		 	Title:	 	Chief Financial Officer


									
					
	Date:	 	May 15, 2012	 		 	Date:	 	5/16/12


  

					
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 Attachment VI 

 
 



 
 Statement of Work 
 For 
  
 



 
 SYNCTM Generation 2 Navigation Application 

[*****] 
 [*****]


  
  

[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions. 
  

					
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 Table of Contents 
  

							
	 1
	  	 Scope and Background
	  	 	1	  
	     1.1
	  	 Lexicon
	  	 	1	  
	     1.2
	  	 References
	  	 	1	  
	 2
	  	 Project Timelines and Feature Deliverables
	  	 	1	  
	 3
	  	 Developed Software
	  	 	1	  


  

					
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	1	Scope and Background 

 [*****] 

 

	1.1	Lexicon 

 [*****] 

 

	1.2	References 


[*****] 
  

	2	Project Timelines and Feature Deliverables 


[*****] 
  

	3	Developed Software 


[*****] 

  
  

[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions. 
  

					
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 [*****] 

  
  

[*****] Certain portions denoted with an asterisk have been omitted and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions. 
  

					
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