Amendment No. 1 effective May 22, 2018 to Services Agreement, dated March 7, 2017, by and between General Motors Holdings LLC and Telenav, Inc

Item 1. Section 3. Compensation; Payment; Taxes, is amended by insertion of the following text at the end of the subsection A. Compensation:

“Where [*****] (“[*****]”) cancel their subscriptions for Connected Nav Services for any reason within [*****] following activation of such service (“Authorized Cancellations”), Supplier will [*****] to Customer the [*****] charged by Supplier to Customer relating to subscriptions that resulted in Authorized Cancellation. New [*****] subscriptions and Authorized Cancellations will be reflected in Customer’s [*****] Reporting of Connected Nav Subscriptions as set forth in Exhibit C to this Agreement. To minimize the risk of [*****] costs, Supplier will [*****] deliver [*****] to an [*****] during the [*****] following activation of his/her paid subscription for Connected Nav Services, based on the entitlements reported by the GM Subscription Management API.”

                 

“For the avoidance of doubt, the terms under [*****] and [*****] of the [*****] dated [*****] and [*****] – [*****] - [*****] will be read with the following clarifications:

Supplier will use commercially reasonable efforts to limit the delivery of [*****] and [*****] to [*****] (“[*****]”) such that: (i) the frequency of [*****] does not exceed [*****]; (ii) the [*****] for any [*****] file [*****] does not exceed [*****]; (iii) when [*****] are required for an [*****]’s [*****], the total [*****] download [*****] shall not exceed [*****], the content of which shall be mutually predetermined by the Parties; and (iv) the definition of [*****]a for [*****] will be determined using a [*****] surrounding the [*****]’s [*****], where such [*****] typically [*****] an [*****] of up to [*****]. ”

Item 3. Exhibit A, Statement of Work, is amended to include the following text immediately following the [*****] embedded on the [*****] of the Statement of Work.

“[*****] Levels by Activity

The table below lists by URL the [*****] through the Connected Nav Services (each, an “[*****]”) along with the [*****] and [*****] of [*****] by the [*****] in response to an [*****] (“[*****]” and “[*****],” respectively). Supplier will ensure that [*****] by an [*****] does not exceed the [*****] for such [*****].

Promptly after the end of each calendar quarter during the Term, Supplier shall report to Customer values representing: (a) the [*****] by [*****] on a [*****] basis during the [*****] (“[*****]”) and (b) the [*****] by [*****] using Connected Nav Services (“[*****]”) during the [*****]. Supplier will also report whether any [*****] exceeded the [*****] for such [*****] during such [*****].

If either (x) the [*****] for any [*****] exceeds the [*****] for such [*****] by a [*****] (“[*****]”), or (y) the reported [*****] exceeds an [*****] of [*****] per [*****] in any [*****] (an “[*****]”), the Parties will promptly meet to identify and correct the cause(s) of such [*****] or [*****].

Notwithstanding anything to the contrary in this Statement of Work, Customer reserves the right to reject any [*****], new [*****], or [*****] in the event Customer believes such change will [*****] impact Customer’s [*****] with respect to [*****] without sufficient offsetting benefits to end users.”