13D Filing: Nokomis Capital and Telenav Inc. (TNAV)

On August 22, 2017, Nokomis Master
submitted to the Issuer a notice (the “Notice”) of its intention to nominate Kenneth M. Young for election to
the Issuer’s Board of Directors at the 2017 annual meeting of stockholders of the Issuer (the “2017 Annual Meeting“).

On August 24, 2017, the Reporting
Persons and certain of their affiliates entered into an agreement (the “Agreement“) with the Issuer with respect
to respect to the appointment of a director to the Board. Pursuant to the Agreement, Joseph M. Zaelit will retire from the Issuer’s
Board of Directors upon the earlier to occur of (a) the time immediately prior to the appointment of a new independent director
(the “New Director”), (b) the end of the 2017 Annual Meeting, and (c) 11:59 p.m., Pacific time, on November
17, 2017. The Issuer and Nokomis will also search for a mutually acceptable additional independent director to be appointed as
a Class III director and, to the extent that such independent director is not identified by the earlier of (A) the 2017 Annual
Meeting and (B) 11:59 p.m., Pacific time, on November 17, 2017, at Nokomis’ written request, Mr. Hendrickson will be appointed
as a Class III director until such time as an independent director is identified and agreed upon. The Issuer also agreed that,
during the Restricted Period (as defined below), the Board shall not exceed seven members and the Issuer shall not take any action
to reconstitute or reconfigure the classes in which the directors serve without the consent of Nokomis. In connection with the
Agreement, Nokomis withdrew the Notice.

Pursuant to the Agreement, Nokomis
is subject to certain standstill restrictions during the period from the date of the Agreement until 11:59 PM, Pacific Time, on
the day that is 15 days prior to the deadline for stockholder nominations of directors for election at the 2018 annual meeting
of stockholders (the “2018 Annual Meeting”) (such period, the “Restricted Period“); provided,
however, that if the Issuer agrees to nominate the New Director at the Issuer’s 2018 Annual Meeting, the Restricted Period
will be extended until 11:59 PM Pacific Time on the day that is 15 days prior to the deadline for stockholder nominations of directors
for election at the 2019 annual meeting of stockholders and (b) if at any time the Reporting Persons and their affiliates cease
to own at least five percent of the outstanding Shares, then the Restricted Period will immediately terminate. During the Restricted
Period, Nokomis is subject to customary standstill and voting commitments. During the Restricted Period, Nokomis has agreed to
vote all voting securities which it is entitled to vote in accordance with the recommendation of the Board at any annual or special
meeting.

The foregoing description of the Agreement
is qualified in its entirety by reference to the Agreement, which is attached as Exhibit 3 hereto and is incorporated herein by
reference.