Exhibit



Exhibit 10.26.22+



AMENDMENT NO. 22
TO THE
SYNC GENERATION 2 ON-BOARD NAVIGATION AGREEMENT
BETWEEN
FORD MOTOR COMPANY AND TELENAV, INC.


THIS AMENDMENT NO. 22 (“Amendment”), effective as of January 1, 2017 (“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 4655 Great America Parkway, Suite 300, Santa Clara, CA 95054, 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 amend the Agreement.


NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Amendment, the parties agree as follows:


		
	1.
	In Attachment V, Section 3, under the heading “For Gen 3”, delete the pricing matrix for [*****] and replace it with the following:




“[*****]
	
					
	 
	[*****]

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

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

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

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

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

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

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




[*****]


[*****] 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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Exhibit 10.26.22+















	
				
	 
	[*****]
	 

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

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

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

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

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

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




[*****]
[*****]
		
	•
	Vehicles [*****] were granted [*****].


		
	•
	Vehicles [*****] are granted [*****]


		
	1.
	[*****] for all vehicles [*****].


		
	a.
	This value includes [*****].


		
	b.
	This value does not include [*****].


		
	c.
	The payment stated in this section shall be made in accordance with the payment terms in the Agreement and reconciled accordingly.


		
	2.
	[*****] for vehicles [*****] in accordance with the pricing set forth above and in compliance with the terms of the Agreement.






































[*****] 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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Exhibit 10.26.22+



	
			
	 
	[*****]

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

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

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

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

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








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

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

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

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

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

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

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








	
			
	 
	[*****]

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

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

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

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

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

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




[*****]




[*****]
		
	•
	[*****] 


		
	o
	Consists of [*****], subject to [*****]


		
	•
	Supply term


		
	o
	[*****], inclusive of [*****].  For purposes of clarification, [*****].


		
	•
	[*****]


		
	o
	[*****]”




[*****] 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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Exhibit 10.26.22+





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.


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




	
		
	FORD MOTOR COMPANY
By: /s/  Melissa Sheahan   
(Signature)


Name: Melissa Sheahan   
(Printed Name)


Title: Software Buyer   


Date: 12-31-2017    
	TELENAV, INC.
By: /s/ Michael Strambi   
(Signature)


Name: Michael Strambi   
(Printed Name)


Title: Chief Financial Officer   


Date: 12-31-2017   










[*****] 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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