Offer letter between the Company and Adeel Manzoor, dated May 16, 2019

Telenav, Inc. (the “Company” or “Telenav”) is very pleased to offer you the position of Chief Financial Officer, Treasurer and Secretary on the following terms. You will report to the Company’s Chief Executive Officer (“CEO”) and will also report to the Chair (“Audit Chair”) of the Audit Committee of the Board of Directors of the Company (“Board”). Your duties will be consistent with your title and position and any other duties reasonably assigned or requested by the CEO or Audit Chair.

Your initial base salary compensation shall be $28,333.33 per month (which is equivalent to an annual salary of $340,000.00), and will be subject to payroll deductions and all required withholdings. You will be paid semi-monthly and you will be eligible for Company benefits per our standard plans and policies, which currently include among other benefits, medical insurance, dental and vision insurance, flexible spending account participation, 401(k) plan participation with Company match, vacation, sick leave, and holidays. Details about Telenav’s benefit plans are available for your review.

Your annual target bonus opportunity for the Company’s fiscal year ending June 30, 2020, will be equal to 60% of your base salary earned from the later to occur of (i) the date of your employment commencement or (ii) July 1, 2019 through June 30, 2020. The bonus will be based upon achievement of Company financial objectives, Business Unit objectives and personal goals (if applicable), as determined by the Board or its Compensation Committee (“Committee”), as applicable. Your bonus will be subject to the terms and conditions of the Telenav Executive Bonus Plan, including without limitation a requirement that you be an employee in good standing at the time the bonus is paid.

As equity compensation, we will recommend that the Board or Committee, as applicable, approve a grant to you of Restricted Stock Units (RSUs) for 120,846 shares of the Company’s common stock (such number of shares calculated on the basis of the closing stock price of the common stock of $6.62 on May 7, 2019), which will be scheduled to vest in four, equal, annual amounts on or around the tenth day of the second month of the first fiscal quarter following each of the one, two, three and four year anniversaries of your employment

commencement date, subject to your continued service with the Company through the applicable vesting date.

We anticipate that you will enter into an irrevocable election relating to the units to permit the payment of required taxes upon vesting of the RSUs. Your RSUs will be subject to the terms and conditions of the Telenav 2009 Equity Incentive Plan and applicable award agreements thereunder.

On the first payday of the Company following the day you commence employment (such date you commence employment, the “Effective Date”), you shall receive a Start Bonus of $150,000 (the “Start Bonus”), less applicable withholding taxes. If your employment with the Company terminates for any reason other than a Qualifying Termination of Employment (as defined below) on or prior to the second anniversary of the Effective Date, you shall be required to repay the Company one hundred percent (100%) of the Start Bonus in full. Following the second anniversary of Effective Date, no portion of the Start Bonus must be repaid to the Company. For the avoidance of doubt, the amount, if any, to be repaid by you shall not be adjusted to reflect any taxes withheld or paid on the gross amount of the Start Bonus. For purposes of this Agreement, “Qualifying Termination of Employment” shall mean (a) a termination of your employment by the Company without Cause (as defined in the Change in Control Severance Agreement), (b) a termination of your employment as a result of your death or Disability (as defined below) or (c) any termination of your employment pursuant to which you are entitled to the severance payments and benefits set forth in Section 8(b) of the Change of Control Severance Agreement. For purposes of this offer letter, “Disability” shall mean that you is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, or is, by reason of any medically determinable physical or mental impairment which can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering Company employees.

In addition to the terms of this Letter, following the execution of this Letter, and upon your execution of the Change in Control Severance Agreement attached as Exhibit C, you shall be eligible to receive certain severance payments and benefits upon certain qualifying terminations of your employment with the Company in accordance with the terms and conditions set forth therein.

As a result of the senior level nature of your role, you will be offered a Company standard Indemnification Agreement that reflects your role and will be expected to comply with all reporting and regulatory requirements related to the Company’s status as a publicly traded company. You acknowledge that upon your appointment as Chief Financial Officer, you will become subject to Section 16 of the Securities Exchange Act of 1934, as amended. You also acknowledge that you will serve as the Company’s Chief Accounting Officer and Principal Financial Officer, as such term is defined in the rules and regulations adopted by the Securities and Exchange Commission. From time to time, you will be appointed to act as an officer or director of the Company’s subsidiaries. You agree that, in the event of

termination of your employment with the Company for any reason, you will be deemed to have resigned from all officer and director positions of the Company and any of its subsidiaries without any further action required by you, provided that you agree that you will execute any documents as may be requested by the Company in order to reflect such resignations.

As a Telenav employee, you will be expected to abide by Company rules and regulations, acknowledge in writing that you have read the Company’s Employee Handbook, and sign and comply with a Proprietary Information Agreement, which prohibits unauthorized use or disclosure of Telenav proprietary information. A copy of that agreement is included with this letter. Please note that we must receive your signed Proprietary Information Agreement before your first day of employment.

As a full-time, exempt, salaried employee, you will be expected to work hours as required by the nature of your work assignments. During the period of your employment, you will not, without the express written consent of the Company, engage in any other employment or business activity, including, without limitation, consulting of any kind, which may interfere with your work for the Company. Notwithstanding anything to the contrary, you may perform services for friends, family, etc. on a limited basis outside of work hours, so long as you warrant that such activities will be minor in nature and will not interfere with or compromise your duties of good faith, loyalty or fair dealing.

We also ask that, if you have not already done so, you disclose to the Company any and all agreements relating to your prior employment that may affect your eligibility to be employed by the Company or limit the manner in which you may be employed. It is the Company’s understanding that any such agreements will not prevent you from performing the duties of your position and you represent that such is the case.

As part of the interview process, we may undertake a background investigation and reference check in accordance with applicable law. This investigation and reference check may include a consumer report, as defined by the Fair Credit Reporting Act (“FCRA”), 15 U.S.C. 1681a, and/or an investigative consumer report, as defined by FCRA, 15 U.S.C. 1681a, and California Civil Code 1786.2(c). This investigation also may include a consumer credit report, as defined by California Civil Code 1785.3(c), which is being requested because this position is managerial and you will have access to confidential or proprietary information of the type described in California Labor Code § 1024.5(a)(7). This job offer is contingent upon a clearance of such a background investigation and/or reference check, and upon your written authorization to obtain a consumer report, consumer credit report and/or investigative consumer report. Your offer of employment is also contingent upon confirmation of a lack of conflict in connection with and approval of your appointment by Grant Thornton LLP, the Company’s independent auditors.

You may terminate your employment with Telenav at any time for any reason by notifying the Company. Likewise, Telenav may terminate your employment at any time for any reason, with or without cause or advance notice. Telenav also retains the sole discretion

to make all other decisions regarding your employment (e.g., transfers, demotions, job assignments, and the like) with or without cause. Your compensation will be subject to periodic review by the Board or Committee, and the Board or Committee may make adjustments from time to time, in its sole discretion. The Company also reserves the right, in its sole discretion, to establish, modify, suspend or terminate its benefit programs and arrangements from time to time as necessary or appropriate. The at-will relationship cannot be changed except in writing signed by the CEO.

All payments and benefits provided to you pursuant to this Letter will be subject to any applicable tax or other required withholdings or deductions.

Please note that, in compliance with the Immigration Reform Act of 1986, all new employees are required to submit proof of U.S. Citizenship or legal alien status within three business days of employment. Enclosed is an I-9 form that lists the document that you may present to fulfill this requirement. Please bring your documentation, along with the completed I-9 Form, on your first day of employment.

The validity, interpretation, construction and performance of this Letter will be governed by the laws of the State of California (with the exception of its conflict of laws provisions.

If you wish to accept employment at Telenav under the terms described above, please sign and date this letter, and return it to the Company by the close of business, Monday May 16, 2019. Your first day of employment with Telenav will be determined upon acceptance of this offer.

Sincerely,

By /s/ Fiona Ow Giuffre        

Fiona Ow Giuffre

Vice President, Human Resources

Telenav, Inc

Accepted: /s/ Adeel Manzoor        

3. In consideration of my employment or continued employment and the compensation received by me from the Company from time to time, I hereby agree as follows: