Telenav, Inc. Sample Contracts

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 8th, 2020 • Telenav, Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware

This Indemnification Agreement (this “Agreement”) is dated as of [insert date], and is between Telenav, Inc., a Delaware corporation (the “Company”), and [insert name of indemnitee] (“Indemnitee”).

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TELENAV, INC. ___ Shares of Common Stock Underwriting Agreement
TeleNav, Inc. • April 26th, 2010 • Search, detection, navagation, guidance, aeronautical sys • New York

TeleNav, Inc., a Delaware corporation (the “Company”), proposes to issue and sell to the several Underwriters listed in Schedule 1 hereto (the “Underwriters”), for whom you are acting as representatives (the “Representatives”), an aggregate of ___ shares of Common Stock, par value $ 0.001 per share, of the Company (the “Common Stock”), and certain stockholders of the Company named in Schedule 2 hereto (the “Selling Stockholders”) propose to sell, severally and not jointly, to the several Underwriters an aggregate of ___ shares of Common Stock of the Company (collectively, the “Underwritten Shares”). In addition, the Company proposes to issue and sell, at the option of the Underwriters, up to an additional ___ shares of Common Stock of the Company (the “Option Shares”). The Underwritten Shares and the Option Shares are herein referred to as the “Shares”. The shares of Common Stock of the Company to be outstanding after giving effect to the sale of the Shares are referred to herein as th

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AMENDED AND RESTATED TELENAV, INC.
Restricted Stock Unit Award Agreement • February 5th, 2015 • Telenav, Inc. • Search, detection, navagation, guidance, aeronautical sys • California

Unless otherwise defined herein, the terms defined in the Amended and Restated Telenav, Inc. 2011 Stock Option and Grant Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Award Agreement (the “Award Agreement”).

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Form of Stock Option Award Agreement AMENDED AND RESTATED TELENAV, INC.
Stock Option Award Agreement • October 29th, 2012 • TeleNav, Inc. • Search, detection, navagation, guidance, aeronautical sys • California

Unless otherwise defined herein, the terms defined in the Amended and Restated TeleNav, Inc. 2011 Stock Option and Grant Plan (the “Plan”) will have the same defined meanings in this Stock Option Award Agreement (the “Award Agreement”).

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TELENAV, INC. RESTRICTED STOCK UNIT AWARD AGREEMENT NOTICE OF GRANT AND GRANT AGREEMENT
Restricted Stock Unit Award Agreement • November 8th, 2019 • Telenav, Inc. • Search, detection, navagation, guidance, aeronautical sys • California

You have been granted the right to receive Restricted Stock Units, subject to the terms and conditions of the Telenav, Inc. 2019 Equity Incentive Plan (the “Plan”) and this Restricted Stock Unit Agreement (the “Agreement”), as follows (the “Grant”):

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LEASE AGREEMENT
Lease Agreement • November 9th, 2017 • Telenav, Inc. • Search, detection, navagation, guidance, aeronautical sys • California

THIS LEASE AGREEMENT, (this "Lease") is made and entered into as of August 9, 2017 by and between PR II TOWERS AT GREAT AMERICA OWNER, LLC, a Delaware limited liability company ("Landlord"), and Tenant identified in the Basic Lease Information below.

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SEVENTEENTH AMENDMENT TO THE DATA LICENSE AGREEMENT
The Data License Agreement • February 27th, 2014 • Telenav, Inc. • Search, detection, navagation, guidance, aeronautical sys

This Seventeenth Amendment (“Seventeenth Amendment”) to the Data License Agreement (“Agreement”), dated December 1, 2002, as amended, and Territory License No. 8, dated December 8, 2011 (“TL 8”) between HERE North America, LLC (f/k/a NAVTEQ North America, LLC) (formerly Navigation Technologies Corporation) (“HERE”) and Telenav, Inc. (referred to herein as “Client” or “LICENSEE”), is made and entered into between Client, on the one hand, and HERE as of the date of last signature below (“Seventeenth Amendment Effective Date”). Capitalized terms not otherwise defined in the body of this Seventeenth Amendment shall have the meanings set forth in the Agreement or TL 8.

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AMENDMENT NO. 23 TO THE SYNC GENERATION 2 ON-BOARD NAVIGATION AGREEMENT BETWEEN FORD MOTOR COMPANY AND TELENAV, INC.
Telenav, Inc. • May 10th, 2018 • Search, detection, navagation, guidance, aeronautical sys

THIS AMENDMENT NO. 23 (“Amendment”), effective as of 12-13-2017 (“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.

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LICENSE AND SERVICE AGREEMENT
License and Service Agreement • February 2nd, 2010 • TNAV Holdings, Inc. • Search, detection, navagation, guidance, aeronautical sys • New York

THIS LICENSE AND SERVICE AGREEMENT is entered into as of the 19 day of March, 2008 (the “Effective Date”), by and between TELENAV, INC., a corporation incorporated under the laws of the State of Delaware, having its principal place of business at 1130 Kifer Road, Sunnyvale, CA 94086 (“LICENSOR”), and AT&T MOBILITY LLC, a Delaware limited liability company, having a place of business at 5565 Glenridge Connector Atlanta, GA 30342 (“AT&T”). Each of LICENSOR and AT&T may be referred to herein each as a “Party” and together, as the “Parties.”

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TELENAV, INC. CONSULTING AGREEMENT
Consulting Agreement • September 7th, 2012 • TeleNav, Inc. • Search, detection, navagation, guidance, aeronautical sys • California

This Consulting Agreement (the “Agreement”) is entered into and effective as of August 29, 2012 (the “Effective Date”), by and between TeleNav, Inc. (the “Company”) and Marc Aronson (hereinafter referred to as Consultant). The Company intends to engage Consultant to perform work under the terms of this Agreement.

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TELENAV, INC. FIRST YEAR EXECUTIVE EMPLOYMENT AGREEMENT
Year Executive Employment Agreement • November 7th, 2011 • TeleNav, Inc. • Search, detection, navagation, guidance, aeronautical sys • California

This Employment Agreement (the “Agreement”) is made and entered into by and between (“Executive”) and TeleNav, Inc. (the “Company”), effective as of , (the “Effective Date”).

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SERVICES AGREEMENT
Services Agreement • February 8th, 2019 • Telenav, Inc. • Search, detection, navagation, guidance, aeronautical sys • Michigan

GM and Supplier are parties to a purchase order dated December 19, 2013 and amendments thereto (“Product 1 Terms”) for the purchase and sale of products and services described in the Exhibits thereto.

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AMENDMENT NO. 1 TO SPRINT MASTER APPLICATION AND SERVICES AGREEMENT
Sprint Master Application and Services Agreement • February 2nd, 2010 • TNAV Holdings, Inc. • Search, detection, navagation, guidance, aeronautical sys

This Amendment No. 1 (“Amendment No. 1”) to the Sprint Master Application and Services Agreement (“Agreement”) effective July 1, 2009 (“Amendment No. 1 Effective Date”) is between Sprint United Management Company (“Sprint”), and Telenav Inc., a Delaware corporation (“Supplier”). Except as otherwise indicated, defined terms in this Amendment have the same meaning as in the Agreement.

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NT CONFIDENTIAL THIRD AMENDMENT TO THE DATA LICENSE AGREEMENT
Data License Agreement • April 26th, 2010 • TeleNav, Inc. • Search, detection, navagation, guidance, aeronautical sys

This Third Amendment (“Third Amendment”) to the Data License Agreement (the “Agreement”) dated December 1, 2002 between Navigation Technologies Corporation (“NTC”) and Televigation, Inc. (“Licensee”), which was subsequently assigned by NTC to NAVTEQ North America, LLC (“NT”), is made and entered into between NT and LICENSEE, as of latest date of signature below.

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SPRINT MASTER APPLICATION AND SERVICES AGREEMENT
Escrow Agreement • February 2nd, 2010 • TNAV Holdings, Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware
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CONFIDENTIAL CONSULTING AGREEMENT
Confidential Consulting Agreement • February 8th, 2019 • Telenav, Inc. • Search, detection, navagation, guidance, aeronautical sys • California

This Confidential Consulting Agreement (the “Agreement”) is executed as of the date shown on the signature page (the “Effective Date”), by and between FLG Partners, LLC, a California limited liability company (“FLG”), and the entity identified on the signature page (“Client”).

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TELENAV, INC. STEVE DEBENHAM CHANGE IN CONTROL AND SEVERANCE AGREEMENT
Control and Severance Agreement • November 8th, 2019 • Telenav, Inc. • Search, detection, navagation, guidance, aeronautical sys • California

This Change in Control and Severance Agreement (the “Agreement”) is made and entered into by and between Steve Debenham (“Executive”) and TeleNav, Inc. (the “Company”), effective as of August 15, 2019 (the “Effective Date”).

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AMENDMENT NO. 21 TO THE SYNC GENERATION 2 ON-BOARD NAVIGATION AGREEMENT BETWEEN FORD MOTOR COMPANY AND TELENAV, INC.
Telenav, Inc. • May 10th, 2018 • Search, detection, navagation, guidance, aeronautical sys

THIS AMENDMENT NO. 21 (“Amendment”), effective as of October 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.

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AGREEMENT AND PLAN OF MERGER OF TNAV HOLDINGS, INC. A DELAWARE CORPORATION AND TELENAV, INC. A DELAWARE CORPORATION
Agreement and Plan of Merger • April 26th, 2010 • TeleNav, Inc. • Search, detection, navagation, guidance, aeronautical sys

THIS AGREEMENT AND PLAN OF MERGER dated as of April 15, 2010, (the “Agreement”) is between TNAV Holdings, Inc., a Delaware corporation (“TNAV Holdings”) and TeleNav, Inc., a Delaware corporation (“TeleNav”). TNAV Holdings and TeleNav are sometimes referred to herein as the “Constituent Corporations.”

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NINETEENTH AMENDMENT TO THE DATA LICENSE AGREEMENT
The Data License Agreement • August 22nd, 2014 • Telenav, Inc. • Search, detection, navagation, guidance, aeronautical sys

This Nineteenth Amendment (“Nineteenth Amendment”) to the Data License Agreement (“Agreement”), dated December 1, 2002, as amended, and Territory License No. 8, effective December 1, 2011 (“TL 8”) between HERE North America, LLC (f/k/a NAVTEQ North America, LLC) (formerly Navigation Technologies Corporation) (collectively “HERE”) and Telenav, Inc. (referred to herein as “Client” or “LICENSEE”), is made and entered into between Client, on the one hand, and HERE as of the date of last signature below (“Nineteenth Amendment Effective Date”). Capitalized terms not otherwise defined in the body of this Nineteenth Amendment shall have the meanings set forth in the Agreement or TL 8.

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NINTH AMENDMENT TO TERRITORY LICENSE NO. 11 (MapCare Retrofit – North America)
License Agreement • August 22nd, 2019 • Telenav, Inc. • Search, detection, navagation, guidance, aeronautical sys

This Ninth Amendment (“Ninth Amendment”) to the Territory License No. 11, effective April 3, 2015 (“TL 11”), to the Data License Agreement (“Agreement”), dated December 1, 2002, by and between Telenav, Inc. (“Client”) and Navigation Technologies Corporation, which was subsequently assigned to HERE North America, LLC (f/k/a NAVTEQ North America, LLC) (collectively, “HERE”), is made and entered into as of the date of latest signature below (“Amendment Effective Date”). The Agreement, TL 11 and all amendments to date are hereby referred to herein as the “Agreement.” Capitalized terms not otherwise defined in the body of this Ninth Amendment shall have the meanings set forth in the Agreement.

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N T C O N F I D E N T I A L FIFTH AMENDMENT TO THE DATA LICENSE AGREEMENT
License Agreement • February 2nd, 2010 • TNAV Holdings, Inc. • Search, detection, navagation, guidance, aeronautical sys

This Fifth Amendment (“Fifth Amendment”) to the Data License Agreement (“DLA”) and Territory License No. 1 thereto (“TL 1”), both dated December 1, 2002, by and between Navigation Technologies Corporation (“NTC”) and Televigation, Inc. (“Televigation”); which was subsequently assigned by NTC to NAVTEQ North America, LLC (“NT”) and by Televigation to TeleNav, Inc. (“LICENSEE” or “Client”) is made and entered into between NT and LICENSEE, as of the date of last signature below (“Amendment Effective Date”). The DLA and TL 1 shall collectively be referred to herein as the “Agreement”.

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VOTING AND SUPPORT AGREEMENT
Voting and Support Agreement • November 3rd, 2020 • Telenav, Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware

VOTING AND SUPPORT AGREEMENT, dated as of November 2, 2020 (this “Agreement”), by and among the stockholders listed on the signature pages hereto (collectively, the “Stockholders” and each individually, a “Stockholder”) and Telenav, Inc., a Delaware corporation (the “Company”; and each Stockholder and the Company individually, a “Party” and the Stockholders and the Company collectively, the “Parties”). Capitalized terms used and not otherwise defined herein shall have the respective meanings ascribed to such terms in the Merger Agreement (as defined below).

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GENERAL LICENSE AGREEMENT
General License Agreement • May 8th, 2014 • Telenav, Inc. • Search, detection, navagation, guidance, aeronautical sys • Illinois
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Fourth Amendment to License and Service Agreement
License and Service Agreement • October 30th, 2009 • TNAV Holdings, Inc.

This Fourth Amendment supplements the License and Service Agreement effective March 19, 2008 by and between TeleNav, Inc. (herein “LICENSOR”) and AT&T Mobility LLC (“AT&T”). LICENSOR and AT&T may be referred to individually as a “Party” or collectively as the “Parties”.

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AMENDMENT NO. 20 TO THE SYNC GENERATION 2 ON-BOARD NAVIGATION AGREEMENT BETWEEN FORD MOTOR COMPANY AND TELENAV, INC.
Telenav, Inc. • February 3rd, 2017 • Search, detection, navagation, guidance, aeronautical sys

THIS AMENDMENT NO. 20 (“Amendment”), effective as of January 1, 2016 (“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.

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AMENDMENT NO. 27 TO THE SYNC GENERATION 2 ON-BOARD NAVIGATION AGREEMENT BETWEEN FORD MOTOR COMPANY AND TELENAV, INC.
Telenav, Inc. • February 8th, 2019 • Search, detection, navagation, guidance, aeronautical sys

THIS AMENDMENT NO. 27 (“Amendment”), effective as of July 1, 2018 (“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.

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AMENDMENT 6 TO THE SERVICES AGREEMENT
The Services Agreement • February 5th, 2021 • Telenav, Inc. • Search, detection, navagation, guidance, aeronautical sys

THIS AMENDMENT 6 (the “Amendment”) is entered into as of December 8th, 2020 (“Amendment Effective Date”) by and between Telenav, Inc., a corporation duly organized and existing under the laws of the State of Delaware, ("Licensor") and GENERAL MOTORS HOLDINGS LLC and its subsidiary GENERAL MOTORS LLC, each a Delaware limited liability company (individually and collectively "GM").

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AMENDMENT NO. 17 TO THE SYNC GENERATION 2 ON-BOARD NAVIGATION AGREEMENT BETWEEN FORD MOTOR COMPANY AND TELENAV, INC.
Telenav, Inc. • May 7th, 2015 • Search, detection, navagation, guidance, aeronautical sys

THIS AMENDMENT NO. 17 (“Amendment”), effective as of January 1, 2015 (“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. (formerly known as TeleNav, Inc.) (“Supplier” or “Telenav”), a Delaware corporation with its principal office at 950 De Guigne Drive, Sunnyvale, CA 94085, on behalf of itself and the Telenav Related Companies. Capitalized terms not otherwise defined shall have the meanings ascribed to them in the Agreement.

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AMENDMENT NO. 4 TO THE SYNC GENERATION 2 ON-BOARD NAVIGATION AGREEMENT BETWEEN FORD MOTOR COMPANY AND TELENAV, INC.
TeleNav, Inc. • September 7th, 2012 • Search, detection, navagation, guidance, aeronautical sys

THIS AMENDMENT NO. 4 (“Amendment”), effective as of March 31, 2011 (“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.

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TRANSITION AGREEMENT AND RELEASE
Transition Agreement and Release • February 8th, 2019 • Telenav, Inc. • Search, detection, navagation, guidance, aeronautical sys • California

This Transition Agreement and Release (“Agreement”) is made by and between Michael W. Strambi (“Executive”) and Telenav, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).

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ASSET PURCHASE AGREEMENT dated as of August 8, 2019 by and among TELENAV, INC., THINKNEAR, INC., and INMARKET MEDIA, LLC
Asset Purchase Agreement • August 8th, 2019 • Telenav, Inc. • Search, detection, navagation, guidance, aeronautical sys • California

THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is dated as of August 8, 2019, by and between inMarket Media, LLC, a Delaware Limited Liability Company (“Purchaser”), Telenav, Inc., a Delaware corporation (“Seller”) and Seller’s wholly owned subsidiary, Thinknear, Inc., a Delaware corporation (“Company”).

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AGREEMENT AND PLAN OF MERGER by and among V99, INC., TELENAV99, Inc. and TELENAV, INC.
Agreement and Plan of Merger • November 3rd, 2020 • Telenav, Inc. • Search, detection, navagation, guidance, aeronautical sys • Delaware

THIS AGREEMENT AND PLAN OF MERGER, dated as of November 2, 2020 (this “Agreement”), by and among Telenav, Inc., a Delaware corporation (the “Company”), V99, Inc., a Delaware corporation (“Parent”), and Telenav99, Inc., a Delaware corporation and wholly owned Subsidiary of Parent (“Merger Sub” and, together with Parent, the “Purchaser Parties”). Capitalized terms used herein (including in the immediately preceding sentence) and not otherwise defined herein shall have the meanings set forth in Section 1.1 hereof.

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AMENDMENT NO. 26 TO THE SYNC GENERATION 2 ON-BOARD NAVIGATION AGREEMENT BETWEEN FORD MOTOR COMPANY AND TELENAV, INC.
Telenav, Inc. • November 9th, 2018 • Search, detection, navagation, guidance, aeronautical sys

THIS AMENDMENT NO. 26 (“Amendment”), effective as of July 1, 2018 (“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.

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AMENDMENT NO. 10 TO THE SYNC GENERATION 2 ON-BOARD NAVIGATION AGREEMENT BETWEEN FORD MOTOR COMPANY AND TELENAV, INC.
Telenav, Inc. • February 8th, 2013 • Search, detection, navagation, guidance, aeronautical sys

THIS AMENDMENT NO. 10 (“Amendment”), effective as of February 3, 2011 (“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 950 De Guigne Drive, Sunnyvale, CA 94085, on behalf of itself and the TeleNav Related Companies. Capitalized terms not otherwise defined shall have the meanings ascribed to them in the Agreement.

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