Fourth Amendment dated December 14, 2017 to Territory License No. 11, dated April 3, 2015 to the Data License Agreement, dated as of December 1, 2002, by and between Telenav, Inc., NAVTEQ North America, LLC and NAVTEQ Europe B.V

This Fourth Amendment (“Fourth Amendment”) to the Territory License No. 11, effective April 3, 2015 (“TL 11”), as amended, 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 and TL 11, and amendments thereto, are hereby referred to herein as the “Agreement.” Capitalized terms not otherwise defined in the body of this Fourth Amendment shall have the meanings set forth in the Agreement.

WHEREAS, the Parties desire to amend certain terms of the Agreement;

NOW THEREFORE, the Parties agree to amend certain provisions of the Agreement with this Fourth Amendment as follows:

The following text of page 1 of TL11 is hereby deleted in its entirety:

“At the time that [*****] ceases production of [*****], the license rights set forth herein shall be limited, for the duration of the TL Terms, to (i) compiling updated versions of the Data made available by HERE and (ii) distributing such updated Compiled Data in the form of update Copies or a master copy of updated Compiled Data to the applicable party to which appropriate rights have been granted to distribute update Copies (‘Update License Rights’).”

Such text shall be replaced with the following language:

“At the time that [*****] ceases production of [*****], the license rights set forth herein shall be limited, for the duration of the TL Terms, to (i) compiling updated versions of the Data made available by HERE and (ii) distributing such updated Compiled Data in the form of update Copies or a master copy of updated Compiled Data to the applicable party to which appropriate rights have been granted to distribute update Copies (‘Update License Rights’).”

Section VII of TL 11 is hereby amended to add the following new Section G:

“Client may not [*****] or [*****] the [*****] with any other [*****], [*****] or [*****] that may [*****] the [*****] to any [*****]or [*****] or [*****] where such [*****] or [*****] would (a) cause the [*****] or [*****] of [*****]; (b) result in [*****] of [*****] for the [*****] of [*****]; (c) cause [*****] of [*****] at [*****], as a [*****] for [*****], [*****] or [*****] of [*****], [*****] or [*****]; or (d) otherwise [*****] or [*****] the [*****] or [*****] of [*****]”

Section V. of TL11 is hereby amended to add the following language at the end of Section B:

IN WITNESS WHEREOF, the parties have caused this Fourth Amendment to be executed by their authorized representatives as of the Amendment Effective Date.

HERE NORTH AMERICA, LLC                 TELENAV, INC.

HERE NORTH AMERICA, LLC                 

The following License Fees shall apply for use of the specified Data in Table 3 below for [*****] Route Guidance Applications and [*****] Route Guidance Applications for the Territories specified in Tables 1 and 2 below. The “standard” License Fees set forth in Tables 1 and 2 below shall include the applicable Initial Copy of the Data and type and length of the applicable Multi-Year Annual Copy Subscription for [*****] Route Guidance Applications, plus an incremental [*****] royalty fee for use of the [*****], subject to the terms and conditions of that Patent License Agreement (“PLA”), made by and between Client and HERE Global B.V., dated January 1, 2014, which shall be paid to HERE in accordance with this TL, in connection with the [*****]Route Guidance Applications. An incremental License Fee for use of the Data for “[*****]” and “[*****]” [*****] Route Guidance Applications shall be added to the “standard” License Fees, where such incremental License Fee shall include the [*****] royalty fee for use of the [*****] in accordance with the PLA as specified above, which shall be paid to HERE in accordance with this TL, in connection with the [*****] Route Guidance Applications. Up to [*****] ([*****]) [*****] Update Copies may be provided to the same End-User (or subsequent vehicle owner) during each annual period of the applicable Multi-Year Annual Copy Subscription specified in the Tables below. For clarity, the License Fees specified herein do not include any Renewal Subscription fees (as defined below) and/or fees or costs associated with distribution of Update Copies (i.e., Client is solely responsible for any costs or fees associated with the manner of distribution of Update Copies) and/or development activities, if any, with respect to the [*****] Route Guidance Applications that use the Data as licensed hereunder (i.e., NRE fees, etc.). Such development activities, if any, and associated fees and costs shall be specified under a separate written agreement as mutually agreed upon by the parties.

*Incremental uplift fee includes the [*****] royalty fee for use of the [*****].

*Incremental uplift fee includes the [*****]royalty fee for use of the [*****].

*Incremental uplift fee includes the [*****] royalty fee for use of the [*****].

II. Renewal Subscription. If, at the end of the applicable Lifetime Multi-Year Annual Copy Subscription, Client desires to extend the Subscription periods for all Application units for one (1) additional one (1) year period (“Renewal Subscription”), then the following One-Year Renewal Subscription fees as provided in the table below shall apply, provided that the Renewal Subscription is provided only to original subscriber.  The terms of any extension beyond the the applicable Lifetime Multi-Year Annual Copy Subscription shall be mutually agreed by the parties.

**Included for [*****] Route Guidance Applications with [*****] only.