TeleNav 2012 Annual Report Download - page 134

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Exhibit 10.26.12+
AMENDMENT NO. 12
TO THE
SYNC GENERATION 2 ON-BOARD NAVIGATION AGREEMENT
BETWEEN
FORD MOTOR COMPANY AND TELENAV, INC.
THIS AMENDMENT NO. 12 (“Amendment”), effective as of February 28, 2013 (“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.
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:
“11. Ford acknowledges that [*****],[*****] in Exhibit EE , attached hereto and incorporated 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.
IN WITNESS WHEREOF , the parties have executed this Amendment by their authorized representatives as of the Amendment Effective Date.
[*****] 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.
02/28/13 Pg 1 of 1
1. In Exhibit AA
of the Agreement (as added by Amendment No. 6), [*****]. TeleNav will [*****] Ford [*****] for [*****].
2. Agreement, Attachment V: Pricing and Royalty, after Section 10, add the following new section
:
3. After Exhibit DD of the Agreement, add Exhibit EE
, attached hereto and incorporated by reference herein.
4.
Ford acknowledges that [*****] are hereby fully accepted.
FORD MOTOR COMPANY
By: /s/ Melissa Sheahan
(Signature)
Name: Melissa Sheahan
(Printed Name)
Title: SYNC Software Buyer
Date: 3/5/13
TELENAV, INC.
By: /s/ Michael Strambi
(Signature)
Name: Michael Strambi
(Printed Name)
Title: CFO
Date: 3/6/13