Amendment #7 to the License Agreement No. 000 1641 between TomTom North America, Inc. and Telenav, Inc.

This is the seventh Amendment (“Amendment #7”) to the License Agreement No. 000 1641, dated July 1, 2009, (the “Agreement”) between TomTom North America, Inc. (“TomTom”) and Telenav, Inc. (“Licensee”) (collectively, the “Parties”).

WHEREAS, the Parties have entered into the Agreement for TomTom data, and

WHEREAS, the Parties wish to amend such Agreement,

NOW, THEREFORE, in consideration of the mutual undertakings and agreements hereinafter set forth, the Parties agree to amend the Agreement as follows:

[*****] included with [*****], coverage where available

Note: Licensee’s use of the [*****] shall only be in accordance with Value Added Product [*****].

Licensee is permitted to develop, produce, market and promote the following Value Added Product in accordance with this Agreement. Licensee's license to Value Added Product [*****] shall continue until [*****], unless terminated earlier.

Value Added Product [*****]

The Value Added Product [*****] allows usage of the following products on Value Added Products [*****], which may contain map data that is [*****]:

[*****] included with [*****]

[*****] – coverage of the [*****]

[*****] – coverage of the [*****]

Permitted Purpose:

Value Added Product [*****] is Licensee’s sublicensing of the [*****] Licensed TomTom Products for Value Added Products [*****] which may contain map data that is [*****].

For the period of [*****] through [*****], the Minimum Guarantee for all Value Added Products, other than [*****] (but including use of Value Added Product [*****] for Value Added Product [*****]), is [*****] Dollars ($[*****]). The Minimum Guarantee is recoupable from sales of all Value Added Products, except [*****] (but including use of Value Added Product [*****] for Value Added Product [*****]), for the entire period of [*****] through [*****]. The Minimum Guarantee shall be invoiced on [*****], due [*****], based on the following payment schedule:

The [*****] License Fee for Value Added Products [*****] shall not be included in the cumulative royalties for [*****].

5.    Schedule G, Subsection Value Added Product [*****] shall be amended to include the following provision:

Should Value Added Product [*****], which incorporates Value Added Product [*****], exceed [*****] ([*****]) [*****] the royalties detailed below shall apply.

Calculation of [*****] shall not be [*****] basis but shall be [*****] for such [*****] in which they occur.

6.    Schedule G shall be amended to include Value Added Product [*****] as follows:

Value Added Product [*****]:

Value Added Product [*****] shall be comprised of the following Licensed TomTom Products under the [*****] License Fee (as defined below):

[*****]

[*****]

[*****]

    

Licensee may license [*****] included with [*****] for countries and regions other than [*****] for the license fees set forth below.

For Value Added Product [*****], which shall include the [*****] usage of the [*****] for the [*****], Licensee shall pay to TomTom a [*****] license fee (the “[*****] License Fee”) of [*****] Dollars and [*****] Cents ($[*****]) for each [*****] beginning on the earlier of [*****] or [*****] and ending [*****], subject to the restrictions below. Should Licensee make commercially available Value Added Product [*****] between the execution of this Amendment #7 and [*****], Licensee shall notify TomTom in writing three (3) business days prior to such launch and the [*****] License Fee shall be pro-rated based on the [*****] license fee of [*****] Dollars and [*****] Cents ($[*****]).

The [*****] License Fee shall be recoupable against the [*****] dollars ($[*****]) Minimum Guarantee, only until said Minimum Guarantee has been met at which point it will be non-recoupable.

The [*****] License Fee shall be invoiced after [*****] and when the [*****] dollars ($[*****]) Minimum Guarantee is exceeded, with payment due [*****].

Reference is hereby made to the “USD Countries and Regions” table, “EUR Countries and Regions” table and coverage bundles in Schedule G, Subsection Value Added Product [*****], which shall apply to the pricing set forth above; provided, however, the pricing for Cat II above shall not apply to [*****]. Should the coverage bundles in Schedule G, Subsection Value Added Product [*****] change at any time then the changes to such categories shall automatically apply to Value Added Product [*****].

Licensee shall report royalties to TomTom for the different Value Added Product combinations launched. Should Licensee decide to only launch regional bundles to keep the total number of product SKUs lower, Licensee shall report each regional bundle on the royalty report. Licensee shall define the countries included in the bundles separately. Should Licensee launch each country individually with separate product SKUs, Licensee shall report each country individually on the royalty report.

7.    All references to the bundle “United States” as detailed in Amendment #6 shall have the word “Canada” deleted from the list.

8.     Except as otherwise amended herein, all terms and conditions of the Agreement shall remain in full force and effect. In the event of a conflict in terms, this Amendment #7 shall take precedence over the Agreement and any previous amendment(s).

IN WITNESS WHEREOF, the Parties hereto have executed this Amendment #7 to be effective, valid and binding upon the Parties as of November 1, 2012 (the “Effective Date of this Amendment #7”).