SOW between Telenav, Inc. and HERE North America LLC effective as of June 1, 2020

1Introduction    4

1.1Project Name: [*****]    4

1.2Objectives    4

2Project Organization    5

3Project Activities    5

4Project Timing    5

5Project Scope    6

5.1[*****] Training Deliverables    6

6Project Assumptions & Dependencies    6

7Cost and Schedule    7

7.1Project Fees    7

7.2Payment Schedule    7

8Signatures    7

This Statement of Work (“SOW”) Project Specification is made subject to the terms of the General License Agreement between Telenav, Inc (“client” or “Telenav”) and HERE North America, LLC (“HERE”), dated March 16, 2020 (the “Agreement”) and pursuant to the [*****] License Supplement dated March 16, 2020, as amended (the “Supplement”). This project specification is made effective as of the date of the last signature below (“Effective Date”). Any changes or revisions to the Agreement shall require a written change order to the Agreement, including but not limited to, changes in the training schedule and/or fees as specified herein.

This document will describe the individual commitments required for the successful execution of this SOW between Telenav and HERE, as well as the roles and responsibilities of each entity, the project deliverables, and the project schedule.

HERE and Telenav agree that no joint development has occurred or will occur with respect to any work performed under this SOW. Any documentation or training materials provided by HERE to Telenav under this Agreement (collectively, the “Deliverables”), shall be for internal use only and shall be considered Licensed Materials under the [*****] License Supplement executed March 16, 2020.

Below is a list of key team members of each party (including contact information and locations) that will be working with Telenav on the project. HERE will use commercially reasonable efforts to ensure the continuity of the assignment of the HERE personnel identified below. In the event any team member is or becomes subject to removal or re-assignment (at HERE’s discretion), HERE will use commercially reasonable efforts to notify Telenav in advance of any such changes with the goal of minimizing any disruption to the [*****] project resulting from such changes.

Below is a summary of the resources that will be allocated by HERE for the execution of the project.

The agreed proposed project timeline is described below. It should be noted that the dates listed below are subject to change based upon a mutual agreement among Telenav and HERE.

In addition to any other responsibilities or assumptions described herein, set forth below is a table of the obligation for which Telenav will be responsible, conditions on HERE’s performance, and assumptions upon which HERE is relying on to perform the Services and produce deliverables under this SOW (“Assumptions”). Should any of these Assumptions not be performed or prove to be incorrect, it may cause changes to the Project Specification, fees and expenses, Deliverables, time, require additional work, or otherwise impact HERE’s performance under this Project Specification, and HERE shall have no liability with respect to its inability to perform the Services or produce the Deliverables therefrom. In such case, the parties shall mutually agree upon any changes to this Project Specification.

Total cost due to HERE under this SOW is $[*****]. Telenav shall pay the training cost in accordance with the following payment schedule, following receipt of an invoice from HERE for the milestone payment amounts. Payment terms are net 30 days from date of invoice from HERE.

HERE will invoice all fees upon SOW signature.